Contract analysis

1. Purpose and Summary of Engagement This memorandum sets forth the results of a comprehensive conflict-of-interest check conducted in connection with a proposed new matter engagement by Calderwood & Harkness LLP (the "Firm"). The purpose of this memorandum is to identify, analyze, and resolve any actual or potential conflicts of interest arising from the Firm's proposed representation of Northgate Telecommunications

2. Transaction Overview The following is a summary of the key terms and structure of the proposed transaction, based on information provided by the prospective client and its advisors in connection with the new-matter intake process. This summary is provided for purposes of the conflict analysis and is not intended to be a comprehensive description of the transaction. Transaction Type. The proposed transaction is str

3. Parties and Entities Searched The following is a comprehensive list of all parties, affiliates, principals, and related entities that were run through the Firm's conflict-checking system (Calderwood & Harkness's Glenrock Health IT/conflicts database) in connection with this new matter intake. A total of thirty-five (35) parties and individuals were searched, organized by category below. 3.1 Client Side — Northgate

4. Conflict Check Methodology The conflict check described in this memorandum was conducted in accordance with the Firm's New Business Intake and Conflicts Policies, as set forth in the Calderwood & Harkness LLP Attorney Handbook (revised January 2022), and in compliance with the applicable Rules of Professional Conduct, including in particular Rules 1.7 (Conflict of Interest — Current Clients), 1.9 (Duties to Former

5. Results of Conflict Search The results of the comprehensive conflict search are set forth below, organized by the same categories used in Section 3. For each party or individual, the result of the search is stated, along with any notation requiring further attention. Where a party is "Cleared," this means that the search returned no results indicating any actual or potential conflict of interest. 5.1 Client-Side E

6. Engagement Team Individual Disclosures In accordance with the Firm's conflicts policies, each member of the proposed engagement team was individually contacted and asked to confirm whether he or she has any personal, financial, or prior professional relationship with any party or individual listed in Section 3 of this memorandum that could give rise to an actual or potential conflict of interest. The results of th

7. Ethical Walls / Special Considerations Based on the results of the conflict search and the individual disclosures set forth in Section 6, no ethical walls or screening arrangements are required for this engagement. The specific findings supporting this conclusion are as follows: No Former Attorneys at Counterparty's Counsel. A review of the Firm's alumni records and lateral-hire databases confirms that no former C

8. Foreign Ownership and Regulatory Parties Note The proposed engagement involves the preparation and filing of a petition under Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), seeking FCC approval for the indirect foreign ownership of Northgate Wireless Americas Inc. by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. T

9. Conclusion and Clearance Based on the comprehensive conflict search described in this memorandum, including the review of all thirty-five (35) parties and individuals identified in Section 3 against the Firm's centralized conflicts database, the review of lateral-hire and attorney disclosure records for all members of the proposed engagement team, and the individual confirmations provided by each engagement team m

10. Approval and Sign-Off PREPARED BY: ________________________________________ Simone Laroche Lead Associate, Litigation — General Calderwood & Harkness LLP Date: August 16, 2022 ________________________________________ Jeffrey Park Working Associate, Litigation — General Calderwood & Harkness LLP Date: August 16, 2022 REVIEWED AND APPROVED BY: ________________________________________ Sylvia Hartwell Responsible Par