1022-00008 · Northgate Telecommunications PLC · Pre-Engagement & Internal

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CONFLICT CHECK MEMORANDUM

Matter No. 1022-00008

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

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 Services Agreement (the "MSA") with Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"). The matter has been assigned Matter Number 1022-00008 in the Firm's billing and matter management systems.

The conflict check was initiated on March 14, 2023, upon receipt of the engagement request from Marcus Harcourt, General Counsel of Northgate Telecommunications PLC, who contacted Colette Whitman by telephone and follow-up email on the morning of March 14, 2023 to request that C&H serve as transactional counsel to Northgate and NAI in connection with the proposed MSA. The Firm's Conflicts Department was immediately notified and commenced a comprehensive search of the Firm's Conflicts Management System and related records in accordance with the Firm's conflicts review policies and procedures.

This memorandum sets forth the scope of the search conducted, the parties and individuals searched, the databases and systems queried, the results of the search, the analysis of any potential conflicts or issues identified, the engagement team certifications, and the protective measures implemented. It is intended to serve as a permanent record of the Firm's compliance with its ethical obligations under the New York Rules of Professional Conduct and the Firm's internal conflicts policies.

Conclusion: Based on the comprehensive search and analysis described herein, no disqualifying conflicts of interest have been identified. The engagement may proceed, subject to the informational notation and ongoing monitoring obligations described in Section 7 below.

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. The contracting entity for purposes of the MSA will be Northgate Americas, Inc., a Delaware corporation (EIN 84-3291067), with its principal office located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103, and its Delaware registered agent being Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. Northgate Americas is a wholly owned subsidiary of Northgate Telecommunications PLC and serves as the operational hub for all of Northgate's North American business activities, including procurement, network operations, and commercial contracting. Both Northgate and NAI are to be treated as co-clients for purposes of this engagement, with NAI serving as the executing party to the MSA and Northgate providing corporate oversight and ultimate decision-making authority.

Counterparty:

Cedarpoint Systems Integration, Inc. is a Delaware corporation (EIN 52-4178503), headquartered at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. Cedarpoint is a managed network services and software platform provider, specializing in enterprise-grade network orchestration solutions. Cedarpoint is majority-owned by Ridgeline Capital Partners, LP, a private equity fund that holds approximately 62% of Cedarpoint's voting equity. The remaining equity is held by Cedarpoint's co-founders and certain management-level employees.

Nature of Matter:

The proposed engagement involves the negotiation of a five-year Master Services Agreement pursuant to which Cedarpoint will provide managed network services to Northgate Americas and will license Cedarpoint's proprietary ArcMesh platform (version 4.2), an enterprise network orchestration and automation solution, to NAI for deployment across Northgate's North American operations. The total contract value over the five-year term is anticipated to be approximately $75,000,000. The engagement scope encompasses drafting and negotiating the MSA, associated service level agreements, licensing terms, data privacy provisions, intellectual property protections, change of control provisions, termination and transition assistance provisions, and related ancillary agreements. The MSA will replace Northgate Americas' existing managed network services arrangement with its incumbent vendor, Greystone Halcyon Software.

Counterparty's Counsel:

Cedarpoint is represented by Whitfield Graves & Morrow LLP ("WGM"), located at 1875 K Street NW, Suite 800, Washington, DC 20006. The lead attorney for Cedarpoint is Douglas Fenn, a partner in WGM's Technology Transactions practice group, assisted by Simone Alvarez, an associate.

Engagement Team:

The C&H engagement team for this matter is composed of the following attorneys:

Ms. Whitman will serve as the Responsible Partner with overall supervisory responsibility for the engagement. Ms. Forsythe will serve as the Billing Partner and will contribute expertise on competition-related provisions in the MSA, including exclusivity and most-favored-nation clauses. Ms. Bauer will take the lead on intellectual property licensing terms, technology-related representations and warranties, and data privacy provisions. Mr. Simmons will advise on tax structuring considerations related to the cross-border aspects of the transaction.

Governing Law:

The MSA will be governed by the laws of the State of New York.

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 databases:

• Northgate Telecommunications PLC — searched under the entity's full legal name and the following common variants and abbreviations: "Northgate," "NTP," "Northgate Telecom," "Northgate Telecommunications," and "NTP PLC."

• Northgate Americas, Inc. — searched under the entity's full legal name and the following common variants and abbreviations: "NAI," "Northgate Americas," "Northgate Americas Inc," and "NGA."

In addition, the following key client personnel were searched individually to identify any personal conflicts or prior Firm representations that could bear on the engagement:

• Marcus Harcourt, General Counsel, Northgate Telecommunications PLC — primary client contact and the individual who initiated the engagement request.

• Deirdre Kwan, Vice President of Procurement (North America), Northgate Americas, Inc. — the procurement officer responsible for vendor selection and contract administration for the MSA.

• Alistair Pemberton, Chief Technology Officer, Northgate Telecommunications PLC — the senior technology executive overseeing the selection and deployment of the ArcMesh platform.

• Warren Liang, President, Northgate Americas, Inc. — the chief executive of the U.S. subsidiary and the individual expected to execute the MSA on behalf of NAI.

• Katrina Bosch, Vice President of Network Operations, Northgate Americas, Inc. — the operational lead for the network infrastructure transition from Greystone to Cedarpoint.

3.2 Counterparty Entities

The following counterparty entities were searched:

• Cedarpoint Systems Integration, Inc. — searched under the entity's full legal name and the following common variants, abbreviations, and potential misspellings: "Cedarpoint," "CSI," "Cedar Point Systems," "Cedar Point Systems Integration," "Cedarpoint Systems," and "CedarPoint SI."

• Ridgeline Capital Partners, LP — searched separately as Cedarpoint's majority equity holder (holding approximately 62% of Cedarpoint's voting equity). Ridgeline is a Delaware limited partnership headquartered at 55 Arch Street, Suite 700, Greenwich, Connecticut 06830. A separate search of Ridgeline was deemed necessary given that change of control provisions will be a key negotiation issue in the MSA, and any future exit by Ridgeline (whether by sale, merger, or initial public offering) could have material implications for the MSA's ongoing performance and enforcement. Ridgeline was searched under its full legal name and the following variants: "Ridgeline Capital," "Ridgeline Partners," "RCP," and "Ridgeline Capital Partners."

3.3 Counterparty Individuals

The following individuals affiliated with Cedarpoint were searched:

• Rajiv Sundaram, Chief Executive Officer and Co-Founder, Cedarpoint Systems Integration, Inc. — Mr. Sundaram holds approximately 18% of Cedarpoint's equity and is expected to be a principal negotiator on behalf of Cedarpoint in the MSA negotiations.

• Teresa Cho, Co-Founder, Cedarpoint Systems Integration, Inc. — Ms. Cho holds approximately 12% of Cedarpoint's equity and serves as the company's Chief Product Officer.

• Philip Hargreaves, Chief Financial Officer, Cedarpoint Systems Integration, Inc. — Mr. Hargreaves is expected to be involved in the financial and commercial terms of the MSA.

• Nadia Okafor, General Counsel, Cedarpoint Systems Integration, Inc. — Ms. Okafor serves as in-house legal counsel for Cedarpoint and will be actively involved in the MSA negotiations alongside WGM.

3.4 Counterparty's Counsel

The following law firm and individual attorneys representing Cedarpoint were searched:

• Whitfield Graves & Morrow LLP — searched under the firm's full name and the common abbreviation "WGM." WGM is Cedarpoint's primary outside counsel for technology transactions and commercial matters.

• Douglas Fenn, Lead Partner (Technology Transactions), Whitfield Graves & Morrow LLP — Mr. Fenn is the lead attorney for Cedarpoint in the MSA negotiations.

• Simone Alvarez, Associate Counsel, Whitfield Graves & Morrow LLP — Ms. Alvarez is supporting Mr. Fenn on the Cedarpoint engagement.

The search of opposing counsel and their attorneys was conducted to ensure that no current co-counsel arrangements, lateral hire issues, or other professional conflicts exist that could impair the Firm's ability to negotiate vigorously on behalf of Northgate and NAI.

3.5 Other Related Entities Searched

In addition to the principal parties and their counsel, the following entities and individuals with ancillary roles in the transaction were searched to ensure a comprehensive conflict review:

• Ridgeline Capital Partners, LP — as noted in Section 3.2 above, Ridgeline was searched separately as Cedarpoint's majority owner. Given its controlling equity position, Ridgeline's interests are closely aligned with those of Cedarpoint, and any prior or current relationship between C&H and Ridgeline warranted careful scrutiny.

• Jonathan Kessler, Managing Partner, Ridgeline Capital Partners, LP — Mr. Kessler is the senior partner responsible for Ridgeline's investment in Cedarpoint and may be involved in approving major commercial agreements on Cedarpoint's behalf pursuant to Ridgeline's board representation and consent rights.

• Dravello National Bank — anticipated escrow agent for the MSA, located at 401 South Tryon Street, Suite 1200, Charlotte, North Carolina 28202. Dravello National Bank is expected to hold escrow funds in connection with milestone payments and performance guarantees under the MSA.

• Brian Caulfield, Relationship Manager, Dravello National Bank — Mr. Caulfield is the primary banking contact for the escrow arrangement.

• Braeburn Mutual Insurance Company — Cedarpoint's insurance carrier, located at 280 Farmington Avenue, Hartford, Connecticut 06105. Braeburn provides commercial general liability and technology errors and omissions coverage to Cedarpoint, which may be relevant to the insurance and indemnification provisions of the MSA.

• Greystone Halcyon Software — Northgate Americas' incumbent network vendor, located at 8300 Greensboro Drive, Suite 400, McLean, Virginia 22102. Greystone is the current provider of managed network services to NAI and will be replaced by Cedarpoint upon execution and implementation of the MSA. Transition-related provisions in the MSA may involve coordination with or references to Greystone's existing service arrangements.

• Dunmore & Pratt LLP — Northgate's North American auditors, located at 7 Times Square, 22nd Floor, New York, New York 10036. Dunmore & Pratt may be consulted regarding financial reporting and audit implications of the MSA.

• Helen Treadway, Lead Audit Partner, Dunmore & Pratt LLP — Ms. Treadway is the engagement partner responsible for Northgate's North American audit.

• Calvert Corporate Services, Inc. — Calvert serves as the Delaware registered agent for both Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. Calvert's role is purely ministerial, consisting of the receipt and forwarding of service of process and other official correspondence. Calvert was searched out of an abundance of caution to confirm that no representation-related issues arise from the common registered agent arrangement.

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 engagements, adverse parties, related entities, key individuals, and matter descriptions across all of the Firm's domestic and international offices. The CMS is updated on a continuous basis and is the authoritative source of record for conflict clearance purposes.

The search was conducted by the Conflicts Department on March 14, 2023, under the supervision of Senior Conflicts Analyst Miriam Dao, and was reviewed by Associate General Counsel Katherine Pruitt prior to the results being transmitted to the engagement team.

Search Scope and Parameters:

Searches were performed against all active and closed matters for the prior ten (10) years (i.e., from March 14, 2013 through March 14, 2023). This ten-year lookback period exceeds the minimum five-year period prescribed by the Firm's internal conflicts policy and was extended to ten years in light of the significant contract value of the MSA and the involvement of a private equity-backed counterparty whose ownership structure and affiliated entities warranted enhanced scrutiny.

Search parameters included the following: exact name matches for all entities and individuals listed in Section 3 above; phonetic variations of all names (including common alternative spellings and transliterations); abbreviations and acronyms; known aliases and "doing business as" (d/b/a) names; affiliated entities identified through publicly available corporate registries, SEC filings, and the Firm's proprietary relationship mapping database; and reverse searches of key personnel against the Firm's historical matter staffing records.

Lateral Hire Portability Records:

In addition to the CMS search, the Conflicts Department reviewed the lateral hire portability records for all members of the proposed engagement team. Specifically, the prior firm representations disclosed by the following attorneys at the time of their respective lateral hires were reviewed:

• Colette Whitman — joined C&H in 2016 from Hathaway & Leeds LLP. Portability records reviewed; no conflicts identified with respect to any entity or individual listed in Section 3.

• Elaine Forsythe — joined C&H in 2014 from the U.S. Department of Justice, Antitrust Division. Portability records reviewed; no conflicts identified.

• Christy Bauer — joined C&H in 2020 from Kirkdale Sanders LLP. Portability records reviewed; no conflicts identified with respect to any entity or individual listed in Section 3.

• Garrett Simmons — joined C&H in 2021 as a first-year associate directly from Columbia Law School. No prior firm portability records applicable; no conflicts identified.

All searches were completed and results finalized as of 4:15 p.m. Eastern Time on March 14, 2023.

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 representations:

(a) The Firm's Telecommunications Regulatory practice group has provided ongoing regulatory compliance advice to Northgate's UK operations in connection with unrelated telecoms licensing matters, principally involving spectrum allocation and Ofcom regulatory filings. This work has been handled by the Firm's London office and does not involve any of the attorneys on the proposed engagement team. This representation is unrelated to the subject matter of the MSA.

(b) In 2021, the Firm's Real Estate practice group (New York office) advised Northgate Americas, Inc. on a commercial real estate lease negotiation for NAI's Philadelphia office space at 1700 Market Street, Suite 2400. That matter was completed and closed in September 2021. The attorneys who handled that matter are not members of the proposed engagement team.

No adverse representations against Northgate or any of its subsidiaries were identified in the CMS. No matters were identified in which C&H represented a party adverse to Northgate in any capacity — whether in litigation, transactional negotiations, regulatory proceedings, or any other context.

The existing client relationship with Northgate is consistent with and supportive of the proposed engagement. No issue of adversity, disloyalty, or divided allegiance arises.

Conclusion: No conflict. The existing client relationship supports the engagement.

5.2 Counterparty — Cedarpoint Systems Integration, Inc.

The CMS search returned no results for Cedarpoint Systems Integration, Inc. under any name variant or abbreviation. There is no current or prior representation of Cedarpoint by C&H. No matters were identified in which Cedarpoint appeared as a party, affiliate, interested entity, or otherwise. The Firm has had no professional relationship of any kind with Cedarpoint.

Conclusion: No conflict.

5.3 Counterparty's Majority Owner — Ridgeline Capital Partners, LP

The CMS search returned one prior matter involving Ridgeline Capital Partners, LP. Specifically, the Firm's Corporate/M&A practice group provided limited due diligence assistance to Ridgeline Capital Partners, LP in 2018 in connection with Ridgeline's acquisition of a majority interest in an unrelated portfolio company (a specialty chemicals manufacturer). That engagement was narrow in scope, consisting of the review of target company contracts and environmental compliance records, and was completed and closed in the fourth quarter of 2018.

The following facts are material to the analysis:

(a) The 2018 Ridgeline engagement pre-dates Ridgeline's 2019 acquisition of its 62% equity stake in Cedarpoint Systems Integration, Inc. At the time of the 2018 engagement, Ridgeline had no ownership interest in or affiliation with Cedarpoint.

(b) No current active engagement with Ridgeline Capital Partners, LP exists. The Firm has not performed any legal services for Ridgeline since the closure of the 2018 matter.

(c) The engagement letter for the 2018 Ridgeline matter did not contain an evergreen clause, an advance waiver of future conflicts, or any provision purporting to establish an ongoing attorney-client relationship beyond the scope of that discrete engagement. No retainer agreement or general counsel arrangement exists between C&H and Ridgeline.

(d) The subject matter of the 2018 Ridgeline engagement — due diligence for a specialty chemicals acquisition — is wholly unrelated to managed network services, telecommunications, the ArcMesh platform, or any other subject matter implicated by the proposed MSA between Northgate Americas and Cedarpoint.

(e) Ridgeline is not a direct party to the MSA. Cedarpoint, not Ridgeline, will be the contracting counterparty. However, Ridgeline's majority equity position in Cedarpoint means that Ridgeline's economic interests are implicated by the terms of the MSA, and Ridgeline may exercise influence over Cedarpoint's negotiating positions through its board representation and consent rights.

Legal Analysis:

Under Rule 1.9 of the New York Rules of Professional Conduct, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The critical inquiries are: (i) whether the current engagement involves a matter that is the "same or substantially related" to the prior representation of Ridgeline, and (ii) whether the current engagement is "materially adverse" to Ridgeline's interests.

As to the first inquiry, the 2018 due diligence engagement for a specialty chemicals acquisition is not the same as, and bears no substantial relationship to, the negotiation of a managed network services agreement between Northgate Americas and Cedarpoint. There is no overlap in subject matter, legal issues, factual circumstances, or confidential information. No information obtained during the 2018 Ridgeline engagement could be used to the disadvantage of Ridgeline in connection with the MSA negotiation.

As to the second inquiry, the current engagement is adverse to Cedarpoint, not to Ridgeline directly. While Ridgeline's economic interests as majority equity holder are implicated by the commercial terms of the MSA, Ridgeline is not a named party, signatory, or direct participant in the transaction. The Firm's representation of Northgate in negotiating the MSA does not involve the assertion of claims against Ridgeline, the challenge of Ridgeline's ownership rights, or any other direct adversity to Ridgeline.

Accordingly, under Rule 1.9, no disqualifying conflict arises from the prior completed representation of Ridgeline. Similarly, Rule 1.7 (governing concurrent conflicts) is not implicated because there is no current attorney-client relationship with Ridgeline.

The CMS search also returned no results for Jonathan Kessler, Managing Partner of Ridgeline Capital Partners, LP, in his individual capacity. No individual representation of Mr. Kessler has been identified.

Conclusion: No disqualifying conflict. A notation has been placed in the CMS file for ongoing monitoring purposes, as described in Section 7 below.

5.4 Counterparty Individuals

The following Cedarpoint-affiliated individuals were searched, with the results as follows:

• Rajiv Sundaram (CEO and Co-Founder, Cedarpoint): No representation or adverse matter identified. No prior professional or personal relationship with any C&H attorney.

• Teresa Cho (Co-Founder, Cedarpoint): No representation or adverse matter identified. No prior professional or personal relationship with any C&H attorney.

• Philip Hargreaves (CFO, Cedarpoint): No representation or adverse matter identified. No prior professional or personal relationship with any C&H attorney.

• Nadia Okafor (General Counsel, Cedarpoint): No representation or adverse matter identified. Ms. Okafor is not a former C&H attorney and has no prior affiliation with the Firm.

Conclusion: No conflict as to any Cedarpoint-affiliated individual.

5.5 Counterparty's Counsel — Whitfield Graves & Morrow LLP

The CMS search confirmed that there are no current matters in which C&H and Whitfield Graves & Morrow LLP are serving as co-counsel or opposing counsel on behalf of the same client. While C&H and WGM have appeared on opposite sides of negotiations in prior unrelated transactions — a circumstance that is unremarkable given the size and scope of both firms' practices — no issues have been identified that would impair the Firm's ability to represent Northgate in the current engagement.

The individual searches for Douglas Fenn and Simone Alvarez returned no conflicts. Neither Mr. Fenn nor Ms. Alvarez is a former C&H attorney, and neither has any prior affiliation with the Firm. No personal or professional conflicts have been identified with respect to either individual.

Conclusion: No conflict.

5.6 Other Related Entities

The following results were returned for the remaining entities and individuals searched:

Dravello National Bank:

C&H has represented Dravello National Bank on multiple occasions as lending counsel in connection with syndicated credit facilities in matters unrelated to the current engagement. Dravello National Bank's role in the MSA transaction is limited to serving as escrow agent — a neutral, third-party fiduciary capacity. No adversity to Dravello National Bank is anticipated in connection with the MSA. The escrow arrangement is expected to be documented pursuant to a standard tri-party escrow agreement that will be reviewed and approved by all parties.

Brian Caulfield, Relationship Manager at Dravello National Bank, was also searched. No individual representation or conflict was identified.

Conclusion: No conflict.

Braeburn Mutual Insurance Company:

No current or prior representation of Braeburn Mutual Insurance Company was identified in the CMS. The Firm has had no professional relationship of any kind with Braeburn.

Conclusion: No conflict.

Greystone Halcyon Software:

No current or prior representation of Greystone Halcyon Software was identified in the CMS. The Firm has had no professional relationship with Greystone. While Greystone is Northgate Americas' incumbent network vendor and the MSA will effectively result in the replacement of Greystone's services with those of Cedarpoint, Greystone is not a party to the MSA and no adversity to Greystone by C&H on behalf of Northgate is anticipated in this engagement. Any transition-related issues between Northgate Americas and Greystone will be governed by the existing services agreement between those parties and are outside the scope of the current engagement.

Conclusion: No conflict.

Dunmore & Pratt LLP:

No current or prior representation of Dunmore & Pratt LLP was identified in the CMS. Dunmore & Pratt serves as Northgate's North American auditors and is therefore an aligned party with interests consistent with those of the client. Helen Treadway, Lead Audit Partner at Dunmore & Pratt, was also searched individually; no conflicts were identified.

Conclusion: No conflict.

Calvert Corporate Services, Inc.:

Calvert Corporate Services, Inc. serves as the Delaware registered agent for both Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. This is a ministerial role limited to the receipt and forwarding of service of process and other official correspondence on behalf of those entities. No representation of Calvert by C&H was identified. The fact that both the client entity and the counterparty entity share the same registered agent is not unusual and does not give rise to any conflict or ethical concern, as the registered agent function is purely administrative and does not involve the exercise of legal judgment or the creation of any fiduciary relationship.

Conclusion: No conflict.

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 certification confirming the absence of any conflict. The individual certifications are as follows:

Colette Whitman (Responsible Partner, Bankruptcy & Restructuring) — Ms. Whitman has confirmed that she has no personal, financial, or prior professional relationship with any counterparty entity or individual identified in Section 3. Ms. Whitman has not previously performed any legal work for Cedarpoint Systems Integration, Inc., Ridgeline Capital Partners, LP, or Whitfield Graves & Morrow LLP. Ms. Whitman has no ownership interest, investment, or financial stake in any counterparty entity. Ms. Whitman has confirmed that no family member or close personal associate is employed by or affiliated with any counterparty entity. Certification provided on March 14, 2023.

Elaine Forsythe (Billing Partner, Antitrust & Competition) — Ms. Forsythe has confirmed that she has no conflicts of interest with respect to any party or individual identified in Section 3. Ms. Forsythe has not previously represented or been adverse to any counterparty entity or individual in any matter. Certification provided on March 14, 2023.

Christy Bauer (Lead Associate, intellectual Property) — Ms. Bauer has confirmed that she has no conflicts of interest with respect to any party or individual identified in Section 3. Ms. Bauer has not previously worked on any matter involving Cedarpoint Systems Integration, Inc., the ArcMesh technology platform, or Ridgeline Capital Partners, LP, whether at C&H or during her prior tenure at Kirkdale Sanders LLP. Ms. Bauer's lateral hire portability records have been independently reviewed and confirm the absence of any conflict. Certification provided on March 14, 2023.

Garrett Simmons (Working Associate, Tax) — Mr. Simmons has confirmed that he has no conflicts of interest with respect to any party or individual identified in Section 3. Mr. Simmons joined C&H directly from Columbia Law School and has no prior law firm representations to disclose. Certification provided on March 14, 2023.

All certifications have been documented in the Firm's CMS and are maintained as part of the permanent file for Matter No. 1022-00008.

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) for the duration of this engagement. The notation will ensure that any future matter intake involving Ridgeline is automatically routed to the Conflicts Department for supplemental review and that the Responsible Partner (Colette Whitman) is promptly notified of any potential intersection between the Firm's work for Northgate and any future Ridgeline-related matter.

(b) No Formal Ethical Screen Required. Based on the analysis set forth in Section 5.3, no formal ethical screen or information barrier is required at this time. The Firm has no current attorney-client relationship with Ridgeline. The prior 2018 matter was discrete, completed, and unrelated to the subject matter of the proposed MSA engagement. The attorneys who handled the 2018 Ridgeline matter are not members of the proposed engagement team for Matter No. 1022-00008. No confidential information obtained during the 2018 engagement is relevant to, or could be used in connection with, the current MSA negotiation.

(c) Ongoing Monitoring and Supplemental Analysis. Should Ridgeline Capital Partners, LP or any of its affiliates seek to engage C&H on any matter during the term of the Northgate/Cedarpoint MSA engagement, a supplemental conflict analysis will be conducted at that time. If the supplemental analysis reveals a potential concurrent conflict under Rule 1.7 of the New York Rules of Professional Conduct — for example, if Ridgeline were to seek C&H's representation in a matter that could be viewed as materially adverse to Northgate's interests — the Firm will undertake the following steps: (i) determine whether the conflict is consentable under Rule 1.7(b); (ii) if consentable, obtain informed consent, confirmed in writing, from Northgate Telecommunications PLC (through its General Counsel, Marcus Harcourt) and from Ridgeline Capital Partners, LP (through its Managing Partner, Jonathan Kessler); and (iii) if informed consent cannot be obtained from both affected clients, decline the new Ridgeline engagement.

These protective measures are intended to ensure ongoing compliance with the Firm's ethical obligations and to preserve the Firm's ability to represent Northgate vigorously and without divided loyalty throughout the term of the MSA engagement.

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 Conflict of Interest Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest) — that would prevent Calderwood & Harkness LLP from representing Northgate Telecommunications PLC and Northgate Americas, Inc. in connection with the negotiation of the Master Services Agreement with Cedarpoint Systems Integration, Inc.

The engagement is hereby cleared to proceed.

Matter Number 1022-00008 has been opened in the Firm's billing and matter management systems effective March 14, 2023. The engagement letter to Northgate Telecommunications PLC and Northgate Americas, Inc. will be prepared and transmitted under separate cover.

This conflict clearance is based on the information available to the Firm as of the date of this memorandum. The engagement team is reminded of its ongoing obligation to promptly report to the Conflicts Department any new information that may give rise to a conflict of interest during the course of the engagement, including but not limited to the identification of additional parties, the expansion of the engagement scope, or the discovery of previously unknown relationships between the Firm and any party to the transaction.

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:

________________________________________

Elaine Forsythe Billing Partner Calderwood & Harkness LLP

Date: March 14, 2023

Distribution:

File — Matter No. 1022-00008 Conflicts Department Records — Calderwood & Harkness LLP

CONFIDENTIAL / ATTORNEY WORK PRODUCT — This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is intended solely for internal use by Calderwood & Harkness LLP and shall not be disclosed to any third party without the prior written authorization of the Responsible Partner. This memorandum does not constitute legal advice to any client and is prepared solely for the purpose of documenting the Firm's compliance with its ethical and professional obligations.

To:	File — Matter No. 1022-00008
From:	Colette Whitman, Responsible Partner; Elaine Forsythe, Billing Partner
Date:	March 14, 2023
Re:	Conflict of Interest Check — Northgate Telecommunications PLC / Cedarpoint Systems Integration, Inc. Master Services Agreement
Office:	Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022
Name	Role	Practice Group
Colette Whitman	Responsible Partner	Bankruptcy & Restructuring
Elaine Forsythe	Billing Partner	Antitrust & Competition
Christy Bauer	Lead Associate	Intellectual Property
Garrett Simmons	Working Associate	Tax

CONFLICT CHECK MEMORANDUM
Matter No. 1022-00008
MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT
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 Services Agreement (the "MSA") with Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"). The matter has been assigned Matter Number 1022-00008 in the Firm's billing and matter management systems.
The conflict check was initiated on March 14, 2023, upon receipt of the engagement request from Marcus Harcourt, General Counsel of Northgate Telecommunications PLC, who contacted Colette Whitman by telephone and follow-up email on the morning of March 14, 2023 to request that C&H serve as transactional counsel to Northgate and NAI in connection with the proposed MSA. The Firm's Conflicts Department was immediately notified and commenced a comprehensive search of the Firm's Conflicts Management System and related records in accordance with the Firm's conflicts review policies and procedures.
This memorandum sets forth the scope of the search conducted, the parties and individuals searched, the databases and systems queried, the results of the search, the analysis of any potential conflicts or issues identified, the engagement team certifications, and the protective measures implemented. It is intended to serve as a permanent record of the Firm's compliance with its ethical obligations under the New York Rules of Professional Conduct and the Firm's internal conflicts policies.
Conclusion: Based on the comprehensive search and analysis described herein, no disqualifying conflicts of interest have been identified. The engagement may proceed, subject to the informational notation and ongoing monitoring obligations described in Section 7 below.
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. The contracting entity for purposes of the MSA will be Northgate Americas, Inc., a Delaware corporation (EIN 84-3291067), with its principal office located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103, and its Delaware registered agent being Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. Northgate Americas is a wholly owned subsidiary of Northgate Telecommunications PLC and serves as the operational hub for all of Northgate's North American business activities, including procurement, network operations, and commercial contracting. Both Northgate and NAI are to be treated as co-clients for purposes of this engagement, with NAI serving as the executing party to the MSA and Northgate providing corporate oversight and ultimate decision-making authority.
Counterparty:
Cedarpoint Systems Integration, Inc. is a Delaware corporation (EIN 52-4178503), headquartered at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. Cedarpoint is a managed network services and software platform provider, specializing in enterprise-grade network orchestration solutions. Cedarpoint is majority-owned by Ridgeline Capital Partners, LP, a private equity fund that holds approximately 62% of Cedarpoint's voting equity. The remaining equity is held by Cedarpoint's co-founders and certain management-level employees.
Nature of Matter:
The proposed engagement involves the negotiation of a five-year Master Services Agreement pursuant to which Cedarpoint will provide managed network services to Northgate Americas and will license Cedarpoint's proprietary ArcMesh platform (version 4.2), an enterprise network orchestration and automation solution, to NAI for deployment across Northgate's North American operations. The total contract value over the five-year term is anticipated to be approximately $75,000,000. The engagement scope encompasses drafting and negotiating the MSA, associated service level agreements, licensing terms, data privacy provisions, intellectual property protections, change of control provisions, termination and transition assistance provisions, and related ancillary agreements. The MSA will replace Northgate Americas' existing managed network services arrangement with its incumbent vendor, Greystone Halcyon Software.
Counterparty's Counsel:
Cedarpoint is represented by Whitfield Graves & Morrow LLP ("WGM"), located at 1875 K Street NW, Suite 800, Washington, DC 20006. The lead attorney for Cedarpoint is Douglas Fenn, a partner in WGM's Technology Transactions practice group, assisted by Simone Alvarez, an associate.
Engagement Team:
The C&H engagement team for this matter is composed of the following attorneys:
Ms. Whitman will serve as the Responsible Partner with overall supervisory responsibility for the engagement. Ms. Forsythe will serve as the Billing Partner and will contribute expertise on competition-related provisions in the MSA, including exclusivity and most-favored-nation clauses. Ms. Bauer will take the lead on intellectual property licensing terms, technology-related representations and warranties, and data privacy provisions. Mr. Simmons will advise on tax structuring considerations related to the cross-border aspects of the transaction.
Governing Law:
The MSA will be governed by the laws of the State of New York.
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 databases:
•  Northgate Telecommunications PLC — searched under the entity's full legal name and the following common variants and abbreviations: "Northgate," "NTP," "Northgate Telecom," "Northgate Telecommunications," and "NTP PLC."
•  Northgate Americas, Inc. — searched under the entity's full legal name and the following common variants and abbreviations: "NAI," "Northgate Americas," "Northgate Americas Inc," and "NGA."
In addition, the following key client personnel were searched individually to identify any personal conflicts or prior Firm representations that could bear on the engagement:
•  Marcus Harcourt, General Counsel, Northgate Telecommunications PLC — primary client contact and the individual who initiated the engagement request.
•  Deirdre Kwan, Vice President of Procurement (North America), Northgate Americas, Inc. — the procurement officer responsible for vendor selection and contract administration for the MSA.
•  Alistair Pemberton, Chief Technology Officer, Northgate Telecommunications PLC — the senior technology executive overseeing the selection and deployment of the ArcMesh platform.
•  Warren Liang, President, Northgate Americas, Inc. — the chief executive of the U.S. subsidiary and the individual expected to execute the MSA on behalf of NAI.
•  Katrina Bosch, Vice President of Network Operations, Northgate Americas, Inc. — the operational lead for the network infrastructure transition from Greystone to Cedarpoint.
3.2 Counterparty Entities
The following counterparty entities were searched:
•  Cedarpoint Systems Integration, Inc. — searched under the entity's full legal name and the following common variants, abbreviations, and potential misspellings: "Cedarpoint," "CSI," "Cedar Point Systems," "Cedar Point Systems Integration," "Cedarpoint Systems," and "CedarPoint SI."
•  Ridgeline Capital Partners, LP — searched separately as Cedarpoint's majority equity holder (holding approximately 62% of Cedarpoint's voting equity). Ridgeline is a Delaware limited partnership headquartered at 55 Arch Street, Suite 700, Greenwich, Connecticut 06830. A separate search of Ridgeline was deemed necessary given that change of control provisions will be a key negotiation issue in the MSA, and any future exit by Ridgeline (whether by sale, merger, or initial public offering) could have material implications for the MSA's ongoing performance and enforcement. Ridgeline was searched under its full legal name and the following variants: "Ridgeline Capital," "Ridgeline Partners," "RCP," and "Ridgeline Capital Partners."
3.3 Counterparty Individuals
The following individuals affiliated with Cedarpoint were searched:
•  Rajiv Sundaram, Chief Executive Officer and Co-Founder, Cedarpoint Systems Integration, Inc. — Mr. Sundaram holds approximately 18% of Cedarpoint's equity and is expected to be a principal negotiator on behalf of Cedarpoint in the MSA negotiations.
•  Teresa Cho, Co-Founder, Cedarpoint Systems Integration, Inc. — Ms. Cho holds approximately 12% of Cedarpoint's equity and serves as the company's Chief Product Officer.
•  Philip Hargreaves, Chief Financial Officer, Cedarpoint Systems Integration, Inc. — Mr. Hargreaves is expected to be involved in the financial and commercial terms of the MSA.
•  Nadia Okafor, General Counsel, Cedarpoint Systems Integration, Inc. — Ms. Okafor serves as in-house legal counsel for Cedarpoint and will be actively involved in the MSA negotiations alongside WGM.
3.4 Counterparty's Counsel
The following law firm and individual attorneys representing Cedarpoint were searched:
•  Whitfield Graves & Morrow LLP — searched under the firm's full name and the common abbreviation "WGM." WGM is Cedarpoint's primary outside counsel for technology transactions and commercial matters.
•  Douglas Fenn, Lead Partner (Technology Transactions), Whitfield Graves & Morrow LLP — Mr. Fenn is the lead attorney for Cedarpoint in the MSA negotiations.
•  Simone Alvarez, Associate Counsel, Whitfield Graves & Morrow LLP — Ms. Alvarez is supporting Mr. Fenn on the Cedarpoint engagement.
The search of opposing counsel and their attorneys was conducted to ensure that no current co-counsel arrangements, lateral hire issues, or other professional conflicts exist that could impair the Firm's ability to negotiate vigorously on behalf of Northgate and NAI.
3.5 Other Related Entities Searched
In addition to the principal parties and their counsel, the following entities and individuals with ancillary roles in the transaction were searched to ensure a comprehensive conflict review:
•  Ridgeline Capital Partners, LP — as noted in Section 3.2 above, Ridgeline was searched separately as Cedarpoint's majority owner. Given its controlling equity position, Ridgeline's interests are closely aligned with those of Cedarpoint, and any prior or current relationship between C&H and Ridgeline warranted careful scrutiny.
•  Jonathan Kessler, Managing Partner, Ridgeline Capital Partners, LP — Mr. Kessler is the senior partner responsible for Ridgeline's investment in Cedarpoint and may be involved in approving major commercial agreements on Cedarpoint's behalf pursuant to Ridgeline's board representation and consent rights.
•  Dravello National Bank — anticipated escrow agent for the MSA, located at 401 South Tryon Street, Suite 1200, Charlotte, North Carolina 28202. Dravello National Bank is expected to hold escrow funds in connection with milestone payments and performance guarantees under the MSA.
•  Brian Caulfield, Relationship Manager, Dravello National Bank — Mr. Caulfield is the primary banking contact for the escrow arrangement.
•  Braeburn Mutual Insurance Company — Cedarpoint's insurance carrier, located at 280 Farmington Avenue, Hartford, Connecticut 06105. Braeburn provides commercial general liability and technology errors and omissions coverage to Cedarpoint, which may be relevant to the insurance and indemnification provisions of the MSA.
•  Greystone Halcyon Software — Northgate Americas' incumbent network vendor, located at 8300 Greensboro Drive, Suite 400, McLean, Virginia 22102. Greystone is the current provider of managed network services to NAI and will be replaced by Cedarpoint upon execution and implementation of the MSA. Transition-related provisions in the MSA may involve coordination with or references to Greystone's existing service arrangements.
•  Dunmore & Pratt LLP — Northgate's North American auditors, located at 7 Times Square, 22nd Floor, New York, New York 10036. Dunmore & Pratt may be consulted regarding financial reporting and audit implications of the MSA.
•  Helen Treadway, Lead Audit Partner, Dunmore & Pratt LLP — Ms. Treadway is the engagement partner responsible for Northgate's North American audit.
•  Calvert Corporate Services, Inc. — Calvert serves as the Delaware registered agent for both Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. Calvert's role is purely ministerial, consisting of the receipt and forwarding of service of process and other official correspondence. Calvert was searched out of an abundance of caution to confirm that no representation-related issues arise from the common registered agent arrangement.
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 engagements, adverse parties, related entities, key individuals, and matter descriptions across all of the Firm's domestic and international offices. The CMS is updated on a continuous basis and is the authoritative source of record for conflict clearance purposes.
The search was conducted by the Conflicts Department on March 14, 2023, under the supervision of Senior Conflicts Analyst Miriam Dao, and was reviewed by Associate General Counsel Katherine Pruitt prior to the results being transmitted to the engagement team.
Search Scope and Parameters:
Searches were performed against all active and closed matters for the prior ten (10) years (i.e., from March 14, 2013 through March 14, 2023). This ten-year lookback period exceeds the minimum five-year period prescribed by the Firm's internal conflicts policy and was extended to ten years in light of the significant contract value of the MSA and the involvement of a private equity-backed counterparty whose ownership structure and affiliated entities warranted enhanced scrutiny.
Search parameters included the following: exact name matches for all entities and individuals listed in Section 3 above; phonetic variations of all names (including common alternative spellings and transliterations); abbreviations and acronyms; known aliases and "doing business as" (d/b/a) names; affiliated entities identified through publicly available corporate registries, SEC filings, and the Firm's proprietary relationship mapping database; and reverse searches of key personnel against the Firm's historical matter staffing records.
Lateral Hire Portability Records:
In addition to the CMS search, the Conflicts Department reviewed the lateral hire portability records for all members of the proposed engagement team. Specifically, the prior firm representations disclosed by the following attorneys at the time of their respective lateral hires were reviewed:
•  Colette Whitman — joined C&H in 2016 from Hathaway & Leeds LLP. Portability records reviewed; no conflicts identified with respect to any entity or individual listed in Section 3.
•  Elaine Forsythe — joined C&H in 2014 from the U.S. Department of Justice, Antitrust Division. Portability records reviewed; no conflicts identified.
•  Christy Bauer — joined C&H in 2020 from Kirkdale Sanders LLP. Portability records reviewed; no conflicts identified with respect to any entity or individual listed in Section 3.
•  Garrett Simmons — joined C&H in 2021 as a first-year associate directly from Columbia Law School. No prior firm portability records applicable; no conflicts identified.
All searches were completed and results finalized as of 4:15 p.m. Eastern Time on March 14, 2023.
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 representations:
(a) The Firm's Telecommunications Regulatory practice group has provided ongoing regulatory compliance advice to Northgate's UK operations in connection with unrelated telecoms licensing matters, principally involving spectrum allocation and Ofcom regulatory filings. This work has been handled by the Firm's London office and does not involve any of the attorneys on the proposed engagement team. This representation is unrelated to the subject matter of the MSA.
(b) In 2021, the Firm's Real Estate practice group (New York office) advised Northgate Americas, Inc. on a commercial real estate lease negotiation for NAI's Philadelphia office space at 1700 Market Street, Suite 2400. That matter was completed and closed in September 2021. The attorneys who handled that matter are not members of the proposed engagement team.
No adverse representations against Northgate or any of its subsidiaries were identified in the CMS. No matters were identified in which C&H represented a party adverse to Northgate in any capacity — whether in litigation, transactional negotiations, regulatory proceedings, or any other context.
The existing client relationship with Northgate is consistent with and supportive of the proposed engagement. No issue of adversity, disloyalty, or divided allegiance arises.
Conclusion: No conflict. The existing client relationship supports the engagement.
5.2 Counterparty — Cedarpoint Systems Integration, Inc.
The CMS search returned no results for Cedarpoint Systems Integration, Inc. under any name variant or abbreviation. There is no current or prior representation of Cedarpoint by C&H. No matters were identified in which Cedarpoint appeared as a party, affiliate, interested entity, or otherwise. The Firm has had no professional relationship of any kind with Cedarpoint.
Conclusion: No conflict.
5.3 Counterparty's Majority Owner — Ridgeline Capital Partners, LP
The CMS search returned one prior matter involving Ridgeline Capital Partners, LP. Specifically, the Firm's Corporate/M&A practice group provided limited due diligence assistance to Ridgeline Capital Partners, LP in 2018 in connection with Ridgeline's acquisition of a majority interest in an unrelated portfolio company (a specialty chemicals manufacturer). That engagement was narrow in scope, consisting of the review of target company contracts and environmental compliance records, and was completed and closed in the fourth quarter of 2018.
The following facts are material to the analysis:
(a) The 2018 Ridgeline engagement pre-dates Ridgeline's 2019 acquisition of its 62% equity stake in Cedarpoint Systems Integration, Inc. At the time of the 2018 engagement, Ridgeline had no ownership interest in or affiliation with Cedarpoint.
(b) No current active engagement with Ridgeline Capital Partners, LP exists. The Firm has not performed any legal services for Ridgeline since the closure of the 2018 matter.
(c) The engagement letter for the 2018 Ridgeline matter did not contain an evergreen clause, an advance waiver of future conflicts, or any provision purporting to establish an ongoing attorney-client relationship beyond the scope of that discrete engagement. No retainer agreement or general counsel arrangement exists between C&H and Ridgeline.
(d) The subject matter of the 2018 Ridgeline engagement — due diligence for a specialty chemicals acquisition — is wholly unrelated to managed network services, telecommunications, the ArcMesh platform, or any other subject matter implicated by the proposed MSA between Northgate Americas and Cedarpoint.
(e) Ridgeline is not a direct party to the MSA. Cedarpoint, not Ridgeline, will be the contracting counterparty. However, Ridgeline's majority equity position in Cedarpoint means that Ridgeline's economic interests are implicated by the terms of the MSA, and Ridgeline may exercise influence over Cedarpoint's negotiating positions through its board representation and consent rights.
Legal Analysis:
Under Rule 1.9 of the New York Rules of Professional Conduct, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The critical inquiries are: (i) whether the current engagement involves a matter that is the "same or substantially related" to the prior representation of Ridgeline, and (ii) whether the current engagement is "materially adverse" to Ridgeline's interests.
As to the first inquiry, the 2018 due diligence engagement for a specialty chemicals acquisition is not the same as, and bears no substantial relationship to, the negotiation of a managed network services agreement between Northgate Americas and Cedarpoint. There is no overlap in subject matter, legal issues, factual circumstances, or confidential information. No information obtained during the 2018 Ridgeline engagement could be used to the disadvantage of Ridgeline in connection with the MSA negotiation.
As to the second inquiry, the current engagement is adverse to Cedarpoint, not to Ridgeline directly. While Ridgeline's economic interests as majority equity holder are implicated by the commercial terms of the MSA, Ridgeline is not a named party, signatory, or direct participant in the transaction. The Firm's representation of Northgate in negotiating the MSA does not involve the assertion of claims against Ridgeline, the challenge of Ridgeline's ownership rights, or any other direct adversity to Ridgeline.
Accordingly, under Rule 1.9, no disqualifying conflict arises from the prior completed representation of Ridgeline. Similarly, Rule 1.7 (governing concurrent conflicts) is not implicated because there is no current attorney-client relationship with Ridgeline.
The CMS search also returned no results for Jonathan Kessler, Managing Partner of Ridgeline Capital Partners, LP, in his individual capacity. No individual representation of Mr. Kessler has been identified.
Conclusion: No disqualifying conflict. A notation has been placed in the CMS file for ongoing monitoring purposes, as described in Section 7 below.
5.4 Counterparty Individuals
The following Cedarpoint-affiliated individuals were searched, with the results as follows:
•  Rajiv Sundaram (CEO and Co-Founder, Cedarpoint): No representation or adverse matter identified. No prior professional or personal relationship with any C&H attorney.
•  Teresa Cho (Co-Founder, Cedarpoint): No representation or adverse matter identified. No prior professional or personal relationship with any C&H attorney.
•  Philip Hargreaves (CFO, Cedarpoint): No representation or adverse matter identified. No prior professional or personal relationship with any C&H attorney.
•  Nadia Okafor (General Counsel, Cedarpoint): No representation or adverse matter identified. Ms. Okafor is not a former C&H attorney and has no prior affiliation with the Firm.
Conclusion: No conflict as to any Cedarpoint-affiliated individual.
5.5 Counterparty's Counsel — Whitfield Graves & Morrow LLP
The CMS search confirmed that there are no current matters in which C&H and Whitfield Graves & Morrow LLP are serving as co-counsel or opposing counsel on behalf of the same client. While C&H and WGM have appeared on opposite sides of negotiations in prior unrelated transactions — a circumstance that is unremarkable given the size and scope of both firms' practices — no issues have been identified that would impair the Firm's ability to represent Northgate in the current engagement.
The individual searches for Douglas Fenn and Simone Alvarez returned no conflicts. Neither Mr. Fenn nor Ms. Alvarez is a former C&H attorney, and neither has any prior affiliation with the Firm. No personal or professional conflicts have been identified with respect to either individual.
Conclusion: No conflict.
5.6 Other Related Entities
The following results were returned for the remaining entities and individuals searched:
Dravello National Bank:
C&H has represented Dravello National Bank on multiple occasions as lending counsel in connection with syndicated credit facilities in matters unrelated to the current engagement. Dravello National Bank's role in the MSA transaction is limited to serving as escrow agent — a neutral, third-party fiduciary capacity. No adversity to Dravello National Bank is anticipated in connection with the MSA. The escrow arrangement is expected to be documented pursuant to a standard tri-party escrow agreement that will be reviewed and approved by all parties.
Brian Caulfield, Relationship Manager at Dravello National Bank, was also searched. No individual representation or conflict was identified.
Conclusion: No conflict.
Braeburn Mutual Insurance Company:
No current or prior representation of Braeburn Mutual Insurance Company was identified in the CMS. The Firm has had no professional relationship of any kind with Braeburn.
Conclusion: No conflict.
Greystone Halcyon Software:
No current or prior representation of Greystone Halcyon Software was identified in the CMS. The Firm has had no professional relationship with Greystone. While Greystone is Northgate Americas' incumbent network vendor and the MSA will effectively result in the replacement of Greystone's services with those of Cedarpoint, Greystone is not a party to the MSA and no adversity to Greystone by C&H on behalf of Northgate is anticipated in this engagement. Any transition-related issues between Northgate Americas and Greystone will be governed by the existing services agreement between those parties and are outside the scope of the current engagement.
Conclusion: No conflict.
Dunmore & Pratt LLP:
No current or prior representation of Dunmore & Pratt LLP was identified in the CMS. Dunmore & Pratt serves as Northgate's North American auditors and is therefore an aligned party with interests consistent with those of the client. Helen Treadway, Lead Audit Partner at Dunmore & Pratt, was also searched individually; no conflicts were identified.
Conclusion: No conflict.
Calvert Corporate Services, Inc.:
Calvert Corporate Services, Inc. serves as the Delaware registered agent for both Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. This is a ministerial role limited to the receipt and forwarding of service of process and other official correspondence on behalf of those entities. No representation of Calvert by C&H was identified. The fact that both the client entity and the counterparty entity share the same registered agent is not unusual and does not give rise to any conflict or ethical concern, as the registered agent function is purely administrative and does not involve the exercise of legal judgment or the creation of any fiduciary relationship.
Conclusion: No conflict.
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 certification confirming the absence of any conflict. The individual certifications are as follows:
Colette Whitman (Responsible Partner, Bankruptcy & Restructuring) — Ms. Whitman has confirmed that she has no personal, financial, or prior professional relationship with any counterparty entity or individual identified in Section 3. Ms. Whitman has not previously performed any legal work for Cedarpoint Systems Integration, Inc., Ridgeline Capital Partners, LP, or Whitfield Graves & Morrow LLP. Ms. Whitman has no ownership interest, investment, or financial stake in any counterparty entity. Ms. Whitman has confirmed that no family member or close personal associate is employed by or affiliated with any counterparty entity. Certification provided on March 14, 2023.
Elaine Forsythe (Billing Partner, Antitrust & Competition) — Ms. Forsythe has confirmed that she has no conflicts of interest with respect to any party or individual identified in Section 3. Ms. Forsythe has not previously represented or been adverse to any counterparty entity or individual in any matter. Certification provided on March 14, 2023.
Christy Bauer (Lead Associate, intellectual Property) — Ms. Bauer has confirmed that she has no conflicts of interest with respect to any party or individual identified in Section 3. Ms. Bauer has not previously worked on any matter involving Cedarpoint Systems Integration, Inc., the ArcMesh technology platform, or Ridgeline Capital Partners, LP, whether at C&H or during her prior tenure at Kirkdale Sanders LLP. Ms. Bauer's lateral hire portability records have been independently reviewed and confirm the absence of any conflict. Certification provided on March 14, 2023.
Garrett Simmons (Working Associate, Tax) — Mr. Simmons has confirmed that he has no conflicts of interest with respect to any party or individual identified in Section 3. Mr. Simmons joined C&H directly from Columbia Law School and has no prior law firm representations to disclose. Certification provided on March 14, 2023.
All certifications have been documented in the Firm's CMS and are maintained as part of the permanent file for Matter No. 1022-00008.
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) for the duration of this engagement. The notation will ensure that any future matter intake involving Ridgeline is automatically routed to the Conflicts Department for supplemental review and that the Responsible Partner (Colette Whitman) is promptly notified of any potential intersection between the Firm's work for Northgate and any future Ridgeline-related matter.
(b) No Formal Ethical Screen Required. Based on the analysis set forth in Section 5.3, no formal ethical screen or information barrier is required at this time. The Firm has no current attorney-client relationship with Ridgeline. The prior 2018 matter was discrete, completed, and unrelated to the subject matter of the proposed MSA engagement. The attorneys who handled the 2018 Ridgeline matter are not members of the proposed engagement team for Matter No. 1022-00008. No confidential information obtained during the 2018 engagement is relevant to, or could be used in connection with, the current MSA negotiation.
(c) Ongoing Monitoring and Supplemental Analysis. Should Ridgeline Capital Partners, LP or any of its affiliates seek to engage C&H on any matter during the term of the Northgate/Cedarpoint MSA engagement, a supplemental conflict analysis will be conducted at that time. If the supplemental analysis reveals a potential concurrent conflict under Rule 1.7 of the New York Rules of Professional Conduct — for example, if Ridgeline were to seek C&H's representation in a matter that could be viewed as materially adverse to Northgate's interests — the Firm will undertake the following steps: (i) determine whether the conflict is consentable under Rule 1.7(b); (ii) if consentable, obtain informed consent, confirmed in writing, from Northgate Telecommunications PLC (through its General Counsel, Marcus Harcourt) and from Ridgeline Capital Partners, LP (through its Managing Partner, Jonathan Kessler); and (iii) if informed consent cannot be obtained from both affected clients, decline the new Ridgeline engagement.
These protective measures are intended to ensure ongoing compliance with the Firm's ethical obligations and to preserve the Firm's ability to represent Northgate vigorously and without divided loyalty throughout the term of the MSA engagement.
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 Conflict of Interest Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest) — that would prevent Calderwood & Harkness LLP from representing Northgate Telecommunications PLC and Northgate Americas, Inc. in connection with the negotiation of the Master Services Agreement with Cedarpoint Systems Integration, Inc.
The engagement is hereby cleared to proceed.
Matter Number 1022-00008 has been opened in the Firm's billing and matter management systems effective March 14, 2023. The engagement letter to Northgate Telecommunications PLC and Northgate Americas, Inc. will be prepared and transmitted under separate cover.
This conflict clearance is based on the information available to the Firm as of the date of this memorandum. The engagement team is reminded of its ongoing obligation to promptly report to the Conflicts Department any new information that may give rise to a conflict of interest during the course of the engagement, including but not limited to the identification of additional parties, the expansion of the engagement scope, or the discovery of previously unknown relationships between the Firm and any party to the transaction.
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:
________________________________________
Elaine Forsythe Billing Partner Calderwood & Harkness LLP
Date: March 14, 2023
Distribution:
File — Matter No. 1022-00008 Conflicts Department Records — Calderwood & Harkness LLP
CONFIDENTIAL / ATTORNEY WORK PRODUCT — This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is intended solely for internal use by Calderwood & Harkness LLP and shall not be disclosed to any third party without the prior written authorization of the Responsible Partner. This memorandum does not constitute legal advice to any client and is prepared solely for the purpose of documenting the Firm's compliance with its ethical and professional obligations.
To: | File — Matter No. 1022-00008
From: | Colette Whitman, Responsible Partner; Elaine Forsythe, Billing Partner
Date: | March 14, 2023
Re: | Conflict of Interest Check — Northgate Telecommunications PLC / Cedarpoint Systems Integration, Inc. Master Services Agreement
Office: | Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022
Name | Role | Practice Group
Colette Whitman | Responsible Partner | Bankruptcy & Restructuring
Elaine Forsythe | Billing Partner | Antitrust & Competition
Christy Bauer | Lead Associate | Intellectual Property
Garrett Simmons | Working Associate | Tax

CONFLICT CHECK MEMORANDUM

CONFLICTS DEPARTMENT CALDERWOOD & HARKNESS LLP

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