Contract analysis

1. Confirm the agreed-upon compensation terms that were settled during prior calls (principally Calls #3 and #4);

2. Determine the path forward on the two principal areas of disputed terms — namely, the change in control provisions and the restrictive covenant provisions;

3. Agree on the process and timeline for converting the current term sheet (v4, dated July 10, 2024) into a full draft executive employment agreement; and

4. Discuss the transition timeline and proposed start date for Mr. Harding's employment with NTP. SUMMARY OF DISCUSSION

1. Confirmation of Agreed Compensation Terms Vasquez opened the call by thanking all participants for their continued engagement and proposing that the group begin by walking through the compensation terms that had been agreed during Call #3 (July 8, 2024) and confirmed during Call #4 (July 12, 2024), in order to ensure that both sides are aligned on all settled terms before proceeding to address the remaining disput

2. Non-CIC Severance Terms Vasquez noted that the non-CIC severance terms — that is, the severance payable upon a termination of employment by the Company without Cause or by Mr. Harding for Good Reason, in each case outside the context of a Change in Control — remain bracketed on the current term sheet (Version 4, dated July 10, 2024). She summarized the respective positions of the parties as follows: Northgate's Po

3. Status of Disputed Terms — Change in Control Provisions Vasquez acknowledged that the change in control provisions remain the most significant area of disagreement between the parties, as has been the case throughout the negotiation process beginning with Call #1 (June 24, 2024). She noted that while meaningful progress has been achieved on other aspects of the term sheet, the CIC provisions continue to present fu

4. Status of Disputed Terms — Restrictive Covenant Provisions Vasquez noted that the restrictive covenant provisions constitute the second major area of significant disagreement between the parties, alongside the CIC provisions. She observed that the parties' positions on restrictive covenants remain far apart and that resolving these provisions may require substantial further negotiation at the draft stage. 4a. Non-

5. Decision to Proceed to Full Draft Agreement Following the discussion of the disputed CIC and restrictive covenant provisions, both sides acknowledged that the term sheet negotiation process had reached its natural conclusion. Both Vasquez and Hargrove agreed that further iterations of the term sheet would not resolve the remaining disputes on change in control and restrictive covenant provisions, and that the most

1. Draft Preparation. Calderwood & Harkness will prepare a full draft Executive Employment Agreement (referred to herein as "Draft 1") incorporating Northgate's positions on all terms, including all disputed terms.

2. Contracting Parties. The agreement will be entered into between Northgate Telecommunications US, Inc. (as the employer entity) and Marcus Elliot Harding (as the executive). The agreement will be governed by the laws of the State of New York.

3. Treatment of Agreed vs. Disputed Terms. Terms that have been agreed by both sides will be reflected as clean, non-bracketed provisions. Terms that remain in dispute — including the CIC multiplier, the 280G gross-up vs. best-net treatment, the Board Turnover Trigger, the non-compete duration and scope, the garden leave structure and concurrent/consecutive treatment, and the non-solicitation scope — will be drafted

4. Redline Process. Hargrove & Liddell will redline Draft 1 with Mr. Harding's positions on all disputed terms, together with any additional comments, proposed revisions, or supplemental provisions that Hargrove & Liddell may wish to raise.

5. Timeline. Vasquez committed to circulate Draft 1 during the week of July 22, 2024, with a target of delivery by the end of that week (i.e., by Friday, July 26, 2024). Hargrove indicated that Hargrove & Liddell would target a return of the redline within approximately two weeks of receipt, yielding a target date for the redline of approximately Monday, August 5, 2024, depending on the date of actual receipt. Hargro

6. Cross-Border / Dual Contract Structure Vasquez noted that Draft 1 would address only the primary US employment agreement. The dual-contract structure that has been discussed throughout the negotiation will require a separate UK service agreement, which will be handled in parallel. Specifically, Vasquez confirmed the following: • The primary employment agreement (to be prepared by Calderwood & Harkness) will be a N

7. Transition Timeline and Start Date The parties discussed the proposed timeline for Mr. Harding's transition from Marlowe Asset Management Digital Holdings and commencement of employment with NTP. Original proposed start date: October 1, 2024. Hargrove raised a timing concern related to Mr. Harding's transition from Marlowe Asset Management Digital Holdings. She noted that Mr. Harding is currently bound by his exis

8. Harding's Existing Marlowe Asset Management Non-Compete A brief discussion took place regarding Mr. Harding's existing post-termination non-competition obligation under his employment agreement with Marlowe Asset Management Digital Holdings. Hargrove confirmed the following regarding the scope of the Marlowe Asset Management non-compete: • Duration: 12 months post-termination of employment with Marlowe Asset Manag

9. Indemnification and D&O Insurance The parties briefly discussed the indemnification and directors' and officers' ("D&O") insurance provisions that will be included in Draft 1. Vasquez confirmed that NTP maintains a comprehensive D&O insurance policy with Ashdown Surety & Insurance Co. under Policy No. ASI-D&O-NTP-2024-4471, which provides coverage of $50 million per occurrence and $100 million in the aggregate. Th

10. Next Steps and Action Items Both sides reviewed and agreed upon the following action items and next steps:

1. Calderwood & Harkness to prepare and circulate Draft 1 of the Executive Employment Agreement to Hargrove & Liddell by the end of the week of July 22, 2024 (target: Friday, July 26, 2024).

2. Hargrove & Liddell to review Draft 1 and return a redline to Calderwood & Harkness within approximately two (2) weeks of receipt (target: approximately Monday, August 5, 2024, depending on date of receipt).

3. Moorfield Bates LLP (Simon Aldridge) to prepare a parallel draft UK service agreement between Mr. Harding and Northgate Telecommunications PLC for Northgate's review, in coordination with Calderwood & Harkness. Timeline for this workstream to be confirmed separately.

4. Vasquez to confirm with the Board of Directors (through Whitford) that November 1, 2024 is acceptable as an alternative start date for Mr. Harding's employment, and to communicate this confirmation to Hargrove & Liddell.

5. Narayanan to coordinate internally with NTP's benefits, equity administration, and human resources teams on the operational details relating to benefits enrollment, perquisite administration, and equity grant mechanics, and to provide this information to Calderwood & Harkness for incorporation into Draft 1 and the accompanying exhibits.

6. Both sides acknowledged that the change in control provisions (CIC definition, CIC severance multiplier, 280G treatment, PSU acceleration methodology, and CIC benefit continuation) and the restrictive covenant provisions (non-compete duration, geographic scope, and activity scope; garden leave structure; non-solicitation scope) remain the key open issues requiring resolution.

7. Both sides agreed that if no resolution is reached on these outstanding issues through the draft/redline exchange process, an in-person principals meeting may be necessary, potentially including attendance by client representatives on both sides, to attempt to bridge the remaining gaps.

8. No further term-sheet-stage calls are anticipated. All further negotiation is to take place through the draft employment agreement exchange process (Draft 1, redline, revised draft, and subsequent exchanges as needed). CALL DURATION Approximately 1 hour 45 minutes (2:00 p.m. – 3:45 p.m. EDT). DISTRIBUTION AND PRIVILEGE NOTICE These notes were prepared by James Underwood, Associate, Calderwood & Harkness LLP, on Ju