Contract analysis

Section 1. Identity and Authority of Certifying Officer. The undersigned, Liam Sutherland, hereby certifies that he is the Vice President, Corporate Development of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. In such capacity, the undersigned is duly authorized to execute and deliver this Certificate on behalf of Northgate in satisfaction of the conditions

Section 2. Representations and Warranties — Bring-Down Certification. The undersigned hereby certifies that each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement (including, without limitation, those set forth in Article IV thereof) are true and correct as follows: (a) Each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agre

Section 3. Covenants — Performance Certification. The undersigned hereby certifies that Northgate and Merger Sub have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including, without limitation, the following: (a) Financing Obligations. Northgate has used its reasonable best eff

Section 4. No Material Adverse Effect. The undersigned hereby certifies that, since the date of the Merger Agreement (April 7, 2025) through and including the Closing Date, no event, change, occurrence, development, condition, circumstance, or state of facts has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merge

Section 5. No Litigation or Proceedings Preventing Closing. The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, proceeding, arbitration, investigation, or other legal proceeding pending or, to the knowledge of the undersigned (after due inquiry and investigation), threatened in writing against Northgate or Merger Sub before any court, governmental authority, arbitral tribun

Section 6. Financing Confirmation. The undersigned hereby certifies that, as of the Closing Date, Northgate has available to it, or will have available to it at the Closing, sufficient funds in the aggregate to pay all amounts required to be paid by Northgate and Merger Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation: (a) Aggregate Merge

Section 7. Organizational Standing and Authority. The undersigned hereby certifies as follows: (a) Northgate. Northgate Telecommunications PLC is duly organized, validly existing, and in good standing as a public limited company under the laws of England and Wales. Northgate has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate th

Section 8. Regulatory Approvals. The undersigned hereby certifies that all required regulatory approvals, governmental consents, and authorizations necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement have been obtained, or the applicable waiting periods have expired or been terminated, and none of such approvals, consents, or authorizations contain any conditio

Section 9. Disclaimer / Limitations. This Certificate is delivered solely for the purposes of satisfying the conditions set forth in Section 7.03(c) of the Merger Agreement and is not intended to, and shall not, create or give rise to any rights, remedies, causes of action, or obligations of any kind other than as expressly set forth in the Merger Agreement. Without limiting the generality of the foregoing, nothing i