Contract analysis

I. Purpose and Scope of Memorandum Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked to represent Northgate Telecommunications PLC ("Northgate PLC"), a public limited company organized under the laws of England and Wales (Company No. 07824561), and its wholly owned U.S. operating subsidiary, Northgate Networks America Inc. ("NNA"), a corporation organized under the laws of the State of Delaware (EIN 54-3

II. Identification of Parties and Related Entities Searched In accordance with the Firm's conflicts procedures, all parties, related entities, key individuals, opposing counsel, potential experts, third-party vendors, insurance carriers, and other persons or entities known to be materially involved in the proposed engagement were identified and searched. The full list of searched parties is set forth below, organized

1. Northgate Telecommunications PLC — Headquarters: 14 Broadwall Lane, London SE1 9PQ, United Kingdom. Northgate PLC is a publicly traded telecommunications company whose American Depositary Receipts are listed on the Nasdaq Stock Market under the ticker symbol "NTP." As of September 2022, Northgate PLC's market capitalization is approximately $11.3 billion. The company provides enterprise and wholesale telecommunica

2. Northgate Networks America Inc. — Headquarters: 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182. NNA is the wholly owned U.S. operating subsidiary of Northgate PLC and is the named defendant in the Ridgepoint action. NNA provides fiber-optic network infrastructure, dark fiber, and managed connectivity services to enterprise customers in the eastern United States, with particular concentrati

3. Key Officers and Individuals Searched: • Sir Malcolm Prentice, KBE — Chief Executive Officer, Northgate Telecommunications PLC • Diane Okoro — U.S. President, Northgate Networks America Inc. • James Whitford — Group General Counsel, Northgate Telecommunications PLC • Catherine Ng — U.S. Deputy General Counsel, Northgate Networks America Inc. • Patrick Salazar — Chief Regulatory Officer, Northgate Telecommunication

4. Auditor Relationship Noted: Pemberton Kaye LLP (London/New York) serves as the external auditor for Northgate Telecommunications PLC and its consolidated subsidiaries, including NNA. The auditor relationship was noted and searched as a precautionary measure, given the potential for discovery requests relating to audited financial information in the context of a damages-intensive antitrust case. B. Adverse Party an

1. Ridgepoint Communications Inc. — A corporation organized under the laws of the State of Delaware; headquarters: 3500 Market Street, Suite 700, Philadelphia, Pennsylvania 19104; EIN 23-4157892. Ridgepoint is a competitive local exchange carrier ("CLEC") operating in Pennsylvania, New Jersey, Delaware, Maryland, and Virginia, with approximately 6,200 route-miles of fiber-optic and copper network infrastructure and a

2. Key Officers and Individuals Searched: • Gregory Trent — Chief Executive Officer and Founder, Ridgepoint Communications Inc. • Samira Hashemi — Chief Operating Officer, Ridgepoint Communications Inc. • Theodore Braun — General Counsel, Ridgepoint Communications Inc.

3. Caravel Capital Partners LP — A limited partnership organized under the laws of the State of Delaware; headquarters: 1700 JFK Boulevard, Suite 2900, Philadelphia, Pennsylvania 19103. Caravel Capital Partners LP ("Caravel") is a private equity firm that acquired a 78% majority ownership stake in Ridgepoint Communications Inc. in November 2018 through a leveraged buyout transaction valued at approximately $510 milli

4. Key Individual Searched: • Richard Cavanaugh — Managing Partner, Caravel Capital Partners LP C. Opposing Counsel The following law firm and individuals were searched as opposing counsel:

1. Hargrove, Winslow & Burke LLP ("HWB") — A limited liability partnership organized in the District of Columbia, with offices in Washington, D.C. (900 17th Street NW, Suite 600), Philadelphia (1601 Market Street, Suite 3400), and New York. HWB is plaintiff's counsel in the Ridgepoint action.

2. Key Individuals Searched: • Victoria Hargrove — Lead Partner, Antitrust Practice, Hargrove, Winslow & Burke LLP • Daniel Stoyanov — Senior Associate, Antitrust Practice, Hargrove, Winslow & Burke LLP

3. Engagement Type Noted: Based on publicly available information and information provided by the Proposed Client, HWB has been retained by Ridgepoint on a partial contingency basis consisting of a reduced hourly rate plus 20% of any recovery obtained by judgment or settlement. This fee structure is noted for the engagement file and is relevant to assessing the economic incentives and litigation posture of opposing c

1. Ellsworth Economic Consulting LLC — 1455 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004. Ellsworth is a potential defense economic expert firm. The principal expert under consideration is Dr. Priya Narasimhan, a specialist in telecommunications economics and antitrust damages modeling.

2. Torrence Policy Group LLC — 7925 Jones Branch Drive, Suite 510, McLean, Virginia 22102. Torrence is a potential defense regulatory expert and consulting firm. The principal consultant under consideration is Dr. Anton Berger, an expert in telecommunications regulation and FCC policy.

3. Dr. Leonard Kuo, Cavendish University — Dr. Kuo is the expected economic expert for the plaintiff, based on information provided by the Proposed Client and prior public appearances by Dr. Kuo in similar antitrust litigation. Cavendish University, Dr. Kuo's institutional affiliation, was also searched.

4. Candela discovery Solutions Inc. — 200 Park Avenue South, 14th Floor, New York, New York 10003. Candela is the expected e-discovery vendor for the engagement. The anticipated project manager is Kenji Takahashi.

5. Vantage Strategic Communications LLC — 600 14th Street NW, Suite 400, Washington, D.C. 20005. Vantage is a potential litigation public relations advisor for Northgate. The anticipated lead consultant is Allison Draper.

6. Insurance Carriers: • Clarendon Mutual Insurance Ltd. — Bermuda-domiciled insurer; primary directors' and officers' liability insurer for Northgate PLC and NNA. • Avalon Specialty Underwriters Inc. — New York-domiciled insurer; excess Layer 1 D&O insurer for Northgate PLC and NNA. • Pinnacle Re Ltd. — Bermuda-domiciled reinsurer; excess Layer 2 D&O insurer for Northgate PLC and NNA.

7. Whitmore & Crane LLP — 380 Madison Avenue, 22nd Floor, New York, New York 10017. Whitmore & Crane is the law firm anticipated to serve as Northgate's insurance coverage counsel in connection with the D&O policies implicated by the Ridgepoint action. C&H may coordinate with Whitmore & Crane on coverage-related matters during the course of the litigation.

III. Conflicts Search Methodology The conflicts analysis was conducted using the following methodology, in accordance with C&H's Internal Conflicts Policies and Procedures Manual:

1. Database Searched. All searches were conducted against the Firm's internal conflicts database, the ConflictsPlus system (version 8.4.2), which contains records of all client engagements, adverse parties, related entities, and key individuals from the Firm's inception to the present date. The ConflictsPlus system is updated daily and integrates data from the Firm's new matter intake system, billing system, and manu

2. Search Terms — Entities. Each entity listed in Section II above was searched under its full legal name, all known short names, trade names, assumed names, and d/b/a designations. For example, "Northgate Telecommunications PLC" was searched as "Northgate Telecommunications," "Northgate PLC," "Northgate Telecom," "NTP," and "Northgate." Similar variations were applied to all other entity names. Parent-subsidiary and

3. Search Terms — Individuals. All key officers, directors, counsel, and experts identified in Section II were searched under all known variations of their individual names, including first name, last name, middle initial (where known), and common nicknames. Maiden names and former surnames were searched where identified in the Firm's records.

4. Search Terms — Identifiers. Where available, searches were conducted by Employer Identification Number (EIN), UK Companies House Company Number, and Nasdaq stock ticker symbol. Specifically, EIN 54-3298176 (NNA), EIN 23-4157892 (Ridgepoint), Company No. 07824561 (Northgate PLC), and ticker symbol NTP were each searched independently as supplementary cross-references.

5. Office Coverage. The search was conducted across all C&H offices worldwide, including New York, Washington, D.C., London, and Hong Kong. The London office was specifically asked to conduct a separate check against UK-based client records and lateral hire records to ensure complete coverage for the UK-domiciled parent company, Northgate PLC.

6. Practice Group Coverage. The search was conducted across all Firm practice groups, with particular emphasis on the following groups identified as most likely to surface relevant engagements: Antitrust & Competition; Corporate/M&A; Capital Markets; Telecommunications & Media; and Litigation (including general commercial litigation, intellectual property litigation, and insurance coverage litigation).

7. Time Period. The search covered all available records from the Firm's inception to the present date, without temporal limitation. This includes records of matters that are currently active, matters that have been closed, and matters that were declined or terminated prior to completion.

8. Supplemental Search. A supplemental search was conducted on September 20, 2022 to capture any new entries logged into the ConflictsPlus system after the initial search on September 19, 2022, and to incorporate additional search terms identified during the preparation of this memorandum, including the names of insurance carriers and the anticipated e-discovery vendor, which were provided by the Proposed Client on S

IV. Results of Conflicts Search The results of the initial and supplemental conflicts searches are set forth below, organized by party or category. For each category, the memorandum identifies any hits returned by the ConflictsPlus system, describes the nature and scope of any prior or current engagement, and provides an initial assessment of whether the hit gives rise to a conflict requiring further analysis under t

1. Dr. Priya Narasimhan / Ellsworth Economic Consulting LLC: No conflicts identified. The ConflictsPlus system confirmed that C&H has retained Ellsworth Economic Consulting LLC in one prior antitrust matter in an unrelated sector (consumer products). Dr. Narasimhan served as the firm's testifying expert in that matter. The prior retention does not create an adverse-party issue, as Ellsworth and Dr. Narasimhan would b

2. Dr. Anton Berger / Torrence Policy Group LLC: No conflicts identified. No prior C&H engagement with Torrence Policy Group LLC or Dr. Berger was found in the ConflictsPlus system. Dr. Berger and Torrence are clear for retention.

3. Dr. Leonard Kuo / Cavendish University: No conflicts identified. Dr. Kuo has not previously been retained by C&H in any capacity, and no current C&H representation of Cavendish University was found. C&H has no relationship with Dr. Kuo that would create an impediment to cross-examining him or otherwise challenging his testimony in the Ridgepoint matter. Assessment: No conflicts arise from the expert and consultant

1. Candela discovery Solutions Inc.: No conflicts identified. Candela is a vendor and service provider, not a client or adverse party, and accordingly does not implicate the conflict-of-interest rules applicable to client representations. The ConflictsPlus system confirmed that C&H has engaged Candela as an e-discovery vendor on multiple prior matters without issue. The anticipated project manager, Kenji Takahashi, i

2. Vantage Strategic Communications LLC: No conflicts identified. Vantage is a potential litigation public relations advisor and, like Candela, is a service provider rather than a client or adverse party. The ConflictsPlus system returned no hits for Vantage or for Allison Draper, the anticipated lead consultant.

3. Whitmore & Crane LLP: No conflicts identified. Whitmore & Crane LLP is expected to serve as Northgate's insurance coverage counsel in connection with the D&O policies that may respond to the Ridgepoint litigation. C&H may coordinate with Whitmore & Crane on coverage notification, reservation-of-rights issues, and defense cost reimbursement. No conflict arises from a co-counsel or coordinating-counsel relationship

1. Clarendon Mutual Insurance Ltd.: C&H does not currently represent Clarendon Mutual Insurance Ltd. in any capacity. However, one historical matter was identified: C&H's New York Litigation group represented a policyholder in a coverage dispute in which Clarendon Mutual was the adverse insurance carrier. That matter was resolved and closed in 2019. The 2019 matter is unrelated to the present engagement in terms of s

2. Avalon Specialty Underwriters Inc.: No current or prior C&H representation of Avalon Specialty Underwriters Inc. was identified. No prior adverse relationship was identified. Avalon is clear.

3. Pinnacle Re Ltd.: No current or prior C&H representation of Pinnacle Re Ltd. was identified. No prior adverse relationship was identified. Pinnacle Re is clear. Assessment: No current conflict arises from the insurance carrier searches. The prior adversity to Clarendon Mutual in a closed 2019 matter should be noted in the engagement file and monitored as described above. H. Telecom-Sector Representations in the Mi

1. Active Matter — Meridian Fiber Holdings LLC: C&H's Washington, D.C. Regulatory practice group is currently advising Meridian Fiber Holdings LLC ("Meridian"), an unrelated fiber-optic infrastructure company, on FCC spectrum licensing matters. Meridian operates primarily in the southeastern United States, specifically in North Carolina, South Carolina, and Georgia. Meridian does not compete with Northgate PLC, NNA,

2. Recently Closed Matter — Beacon Broadband Corp.: C&H's New York Corporate practice group advised Beacon Broadband Corp. ("Beacon") on a 2021 asset acquisition involving cable television plant and associated infrastructure in upstate New York. Beacon Broadband is a cable operator and broadband provider serving residential and small-business customers in the Albany and Syracuse metropolitan areas. Beacon does not co

V. Analysis Under Applicable Professional Responsibility Rules This Section provides a consolidated analysis of the conflicts search results under the applicable professional responsibility rules. As noted in Section I, the analysis applies the provisions of the New York Rules of Professional Conduct, the D.C. Rules of Professional Conduct, and the Virginia State Bar Rules of Professional Conduct. Where the rules div

VI. Conclusion and Recommendation Based on the comprehensive conflicts analysis set forth in this memorandum, the following conclusions and recommendations are respectfully submitted:

1. No disqualifying conflicts have been identified. The Firm may proceed with the proposed engagement to represent Northgate Telecommunications PLC and Northgate Networks America Inc. in the defense of Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.).

2. Disclosure of Prior Caravel Relationship. The prior 2017 representation of Caravel Capital Partners LP (Matter No. 1022-00001) should be disclosed to the Proposed Client contact, Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc., in the engagement letter or in a separate written disclosure communication transmitted prior to the commencement of substantive work. The disclosure should desc

3. Clarendon Mutual Monitoring. The fact that C&H's New York Litigation group previously represented a policyholder in a 2019 coverage dispute adverse to Clarendon Mutual Insurance Ltd. should be flagged in the engagement file. In the present engagement, Clarendon Mutual is Northgate's primary D&O insurer and is not an adverse party. However, if a coverage dispute were to develop between Northgate and Clarendon Mutua

4. Supplemental Conflicts Checks. A supplemental conflicts check should be run promptly if and when new parties are joined in the litigation, new experts or consultants are identified for retention or deposition, or other material third parties are identified during the course of discovery or otherwise. In particular, if Caravel Capital Partners LP is added as a party to the litigation (whether by joinder, interventi

5. Ongoing Monitoring. In accordance with the Firm's standard practice, the engagement file should be updated in the ConflictsPlus system to reflect the Proposed Client, all adverse parties, all related entities, and all key individuals identified in this memorandum. Future new-matter intake searches by other Firm lawyers will thus capture the Northgate engagement and the associated parties, enabling the identificati

VII. Approval and Sign-Off Prepared by: ________________________________________ Aaron Liu Lead Associate, Antitrust & Competition Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 800 Washington, D.C. 20036 Date of Conflicts Search: September 19–20, 2022 Reviewed and Approved by: ________________________________________ Elaine Forsythe Responsible Partner, Antitrust & Competition Calderwood & Harkness LL