Contract analysis

1. Purpose and Summary This memorandum documents the results of the conflict of interest check conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement to represent Northgate Telecommunications PLC ("Northgate" or "NTP") and its wholly owned Delaware subsidiary, Northgate Americas, Inc. ("Northgate Americas" or "NAI"), in the negotiation and finalization of a Master Serv

2. Engagement Overview The following summarizes the key parameters of the proposed engagement: Client: Northgate Telecommunications PLC is a United Kingdom public limited company listed on the London Stock Exchange under the ticker symbol NTP.L. Northgate is headquartered at 45 Threadneedle Court, London EC2R 8AH, United Kingdom, and is one of Europe's largest independent telecommunications infrastructure providers.

3. Parties and Individuals Searched The Conflicts Department conducted a comprehensive search of all parties and individuals with a material connection to the proposed engagement. The following sets forth the complete list of entities and individuals included in the conflict search. 3.1 Client-Side Entities The following client-side entities were searched in the Firm's Conflicts Management System and related database

4. Databases and Systems Searched The following databases and systems were queried as part of the conflict check: Calderwood & Harkness LLP Conflicts Management System (CMS): The primary search was conducted through the Firm's Conflicts Management System, which is the Firm-wide client and matter database maintained by the Office of General Counsel and the Conflicts Department. The CMS contains records of all client e

5. Results of Conflict Search The following sections set forth the results of the conflict search for each category of party and individual searched, together with the Firm's analysis and conclusions. 5.1 Client — Northgate Telecommunications PLC / Northgate Americas, Inc. Northgate Telecommunications PLC is an existing client of Calderwood & Harkness LLP. The CMS search returned the following prior and current repre

6. Engagement Team Conflict Certifications In accordance with C&H's internal conflicts policies, each member of the proposed engagement team has been individually consulted regarding potential personal conflicts of interest in connection with the proposed engagement. Each team member has reviewed the list of parties and individuals set forth in Section 3 of this memorandum and has provided an affirmative certificatio

7. Ethical Screens and Protective Measures Given the prior (closed) representation of Ridgeline Capital Partners, LP in an unrelated matter, as described in Section 5.3 above, the following protective measures have been implemented: (a) Informational Notation in CMS. An informational notation has been placed in the Firm's Conflicts Management System to flag Ridgeline Capital Partners, LP (and its known affiliates) fo

8. Conclusion and Clearance Based on the comprehensive search results and analysis set forth in this memorandum, and in reliance on the individual certifications provided by each member of the engagement team, the undersigned have determined that no disqualifying conflict of interest exists under the New York Rules of Professional Conduct — including Rules 1.7 (Current Client Conflicts of Interest), 1.8 (Specific Con

9. Signatures / Approvals Prepared by: CONFLICTS DEPARTMENT CALDERWOOD & HARKNESS LLP By: ________ Name: Miriam Dao Title: Senior Conflicts Analyst Reviewed by: Katherine Pruitt Title: Associate General Counsel Date: March 14, 2023 Reviewed and Approved by: ________________________________________ Colette Whitman Responsible Partner Calderwood & Harkness LLP Date: March 14, 2023 Reviewed and Approved by: ____________