Contract analysis

1. Purpose of Memorandum This memorandum confirms the completion of a conflicts-of-interest review conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Northgate Telecommunications PLC ("Northgate" or the "Client") to negotiate and draft an executive employment agreement for the position of Chief Executive Officer of Northgate (the "Engagement"). The Engagement en

2. Parties and Entities Searched The following parties, entities, and individuals were included in the conflicts search. Each entry was searched using all available identifiers, including full legal names, short names, trade names, aliases, ticker symbols, registered numbers, and, where applicable, individual names of key personnel. 2.1 Client (Prospective) Full Legal Name: Northgate Telecommunications PLC Short Name

3. Scope of Conflicts Search The conflicts check was run against Calderwood & Harkness LLP's firm-wide conflicts database (the "Conflicts System"), which covers all current and former client representations across all of the Firm's offices, including New York, London, Washington, D.C., Los Angeles, San Francisco, Hong Kong, and Singapore. The Conflicts System is maintained by the Firm's General Counsel Office and Con

4. Results of Conflicts Search The results of the conflicts search are set forth below, organized by party or entity. For each party or entity, the memorandum confirms whether any current or prior representations, adverse representations, or other conflicts-generating relationships were identified. 4.1 Northgate Telecommunications PLC / Northgate Telecommunications US, Inc. No current or prior representations of Nort

5. Analysis and Conclusion Based on the comprehensive conflicts review documented in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the proposed Engagement to represent Northgate Telecommunications PLC (and/or its subsidiary, Northgate Telecommunications US, Inc.) in the negotiation and drafting of an executive employment agreement with Marc

6. Clearance Approvals The undersigned have reviewed the conflicts search results and the analysis set forth in this memorandum and hereby confirm that the proposed Engagement is cleared to proceed. Reviewed and Cleared by: RENATA VASQUEZ Partner, Labor & Employment Responsible Partner — Matter No. 1022-00004 Signature: ________ Date: June 3, 2024 BERNARD CRAWFORD Partner, Labor & Employment Billing Partner — Matter

7. Distribution This memorandum is to be retained in the matter file for 1022-00004 in accordance with the Firm's document retention policies. Distribution List:

1. Calderwood & Harkness LLP — Conflicts Department (original to be filed in the Conflicts System)

2. Renata Vasquez, Partner, Labor & Employment — Responsible Partner

3. Bernard Crawford, Partner, Labor & Employment — Billing Partner

4. James Underwood, Associate, Labor & Employment — Preparer

5. Meredith Archer, Associate, Labor & Employment — Engagement Team Member This memorandum is for internal use only and is not to be distributed outside the Firm. This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited. CALDERWOOD & HARKNESS LLP — CONFIDENTIAL — ATTORNEY WORK P