OTAQ : Guild Financial Advisory Consent Letter

The Directors

OTAQ PLC

8-3-4 Harpers Mill,

South Road,

White Cross,

Lancaster,

LA1 4XF

25 June 2024

Dear Sirs and Madam,

Proposed fundraise and Rule 9 Waiver

We refer to the announcement (the "Announcement") of the proposed fundraise comprising the issue of up to £3m Convertible Loan Notes 2027 and related waiver of a mandatory offer obligation which would otherwise be required by Rule 9 of the City Code on Takeovers and Mergers (the "Code" and "Rule 9 Waiver") and to the related circular (the "Circular") to that is to be issued on or around the date hereof.

We have also provided independent advice to you, the OTAQ Board, in relation to certain related party transactions in the context of Dowgate Capital Ltd, your AQSE Corporate Adviser, being a substantial shareholder and having conflicts of interest.

In accordance with Rule 23.2 of the Code, we have given and not withdrawn our consent to the inclusion of our advice and references to our name in the Announcement and the Circular in each case in the form and context in which it appears.

We hereby consent to this letter being made available for inspection.

Yours faithfully,

For and on behalf of

Guild Financial Advisory Limited

David Floyd

Authorised signatory

Guild Financial Advisory Limited, Registered in England & Wales No. 11611887. Registered office: 382 Russell Court Woburn Place, London, England, WC1H 0NH Authorised and regulated by the Financial Conduct Authority No. 922996