Contract analysis

I. Opening and Agenda Vasquez opened the call at approximately 2:02 p.m. EDT by referencing the revised term sheet (v4) dated July 10, 2024, which had been circulated to Hargrove & Liddell by email on July 10 at 6:14 p.m. EDT. Vasquez noted that the v4 term sheet was intended to memorialize and incorporate the agreements reached during the July 8, 2024 negotiation call (Call #3) and to frame the remaining open issues

II. Discussion of Change in Control Provisions A. CIC Definition The discussion of change in control ("CIC") provisions began with the definition of what constitutes a "change in control" under the prospective employment agreement. Hargrove reiterated Harding's position that the definition of "change in control" should include four independent triggers, any one of which would constitute a CIC for purposes of the agre

III. Discussion of Restrictive Covenant Provisions A. Non-Compete Duration The discussion of restrictive covenant provisions opened with the duration of the post-termination non-competition restriction. Hargrove reiterated Harding's position that the non-compete period should be 12 months following the termination of employment, regardless of the reason for termination. Hargrove noted that this is consistent with Har

IV. Discussion of Transition Timeline The parties briefly discussed the proposed start date for Harding's employment with NTP. The original proposed start date as set forth in the v1 term sheet was October 1, 2024. Hargrove raised the possibility that this timeline may be too aggressive, noting several considerations: First, Harding's departure from Marlowe Asset Management Digital Holdings will require a transition

V. Sign-On Equity — Brief Confirmation Hargrove confirmed that the sign-on equity terms as agreed during the July 8 call (Call #3) remain acceptable to Harding, subject to one outstanding item regarding PSU performance hurdles. The agreed sign-on equity package consists of: • Sign-on RSUs: $12,000,000 in grant-date value, vesting ratably over three years (one-third per year on each anniversary of the grant date). • S

VI. Procedural Next Steps The parties discussed the procedural path forward. The following next steps were identified and agreed upon:

1. Draft 1 of Employment Agreement: Vasquez stated that Calderwood & Harkness intends to circulate the first full draft employment agreement ("Draft 1") by approximately July 22, 2024. Draft 1 will incorporate all agreed terms from the v4 term sheet and will reflect Northgate's positions on the remaining open items. Specifically, the CIC and restrictive covenant provisions in Draft 1 will be drafted as follows: • CIC

2. CIC Multiplier — Remuneration Committee Review: Vasquez will take the 2.75x CIC multiplier compromise proposal to the Remuneration Committee for deliberation and will revert to Hargrove with the Committee's response.

3. Non-Compete Duration — Client Instruction: Hargrove will take the 15-month non-compete compromise (proposed by Underwood on this call) and the combination activity-definition approach (proposed by Vasquez) to Harding for his consideration and will revert to Vasquez with Harding's response.

4. Negotiation Call #5: The parties agreed to schedule a fifth negotiation call for July 19, 2024, to address any remaining term-sheet-level issues before the full draft is circulated. The July 19 call is intended to narrow the open items further so that Draft 1 can be prepared with the greatest possible clarity regarding which provisions are agreed and which remain in dispute.

5. Hargrove & Liddell Review Timeline: Hargrove noted that she expects Hargrove & Liddell will need approximately two weeks to review and redline the full draft employment agreement once received. Assuming Draft 1 is circulated on or about July 22, this would place the anticipated return of the Hargrove & Liddell redline at approximately August 5, 2024.

VII. Summary of Status — Open Items The following table summarizes the status of all remaining open items as of the conclusion of Negotiation Call #4:

VIII. Administrative Information Next Scheduled Call: July 19, 2024 — Negotiation Call #5 Draft 1 of Employment Agreement: Target circulation date of July 22, 2024 Notes Prepared by: Devon Archer, Associate, Calderwood & Harkness LLP Notes Reviewed by: James Underwood, Associate, Calderwood & Harkness LLP Distribution (Calderwood & Harkness Internal Only): • Renata Vasquez, Partner • Bernard Crawford, Partner • James