Contract analysis

1. Description of the Claim 1.1 Filing and Case Information On September 19, 2022, Ridgepoint Communications Inc. ("Ridgepoint" or "Plaintiff") filed a Complaint for Monopolization and Injunctive Relief (the "Complaint") against Northgate Networks America Inc. and Northgate Telecommunications PLC in the United States District Court for the Eastern District of Virginia, Alexandria Division, docketed as Case No. 1:22-c

2. Background on the Insureds To assist Clarendon Mutual in evaluating this Claim, we provide the following background information regarding the Insureds. Northgate Telecommunications PLC is a United Kingdom-headquartered public telecommunications and software-as-a-service ("SaaS") company organized under the laws of England and Wales (Company No. 07824561), with its registered office at 14 Broadwall Lane, London SE1

3. Identification of the Applicable Policy and Coverage Provisions The Insureds are covered under the Directors & Officers / Entity Liability Policy issued by Clarendon Mutual Insurance Ltd. to Northgate Telecommunications PLC and its subsidiaries (the "Policy"). The key financial parameters of the Policy relevant to this tender are as follows: • Per-Occurrence Limit: $50,000,000 • Self-Insured Retention ("SIR"): $10

4. Basis for Coverage / Tender of Defense and Indemnity 4.1 The Ridgepoint Complaint Constitutes a Covered "Claim" Under the Policy The Complaint filed by Ridgepoint Communications Inc. in the Action constitutes a "Claim" as that term is defined in the Policy. Specifically, the Complaint is a civil proceeding commenced by the filing and service of a complaint in a court of competent jurisdiction, seeking monetary dam

5. Current Procedural Status As of the date of this letter, the procedural status of the Action is as follows: • September 19, 2022: Ridgepoint Communications Inc. filed the Complaint in the U.S. District Court for the Eastern District of Virginia, Alexandria Division, initiating the Action. • October 3, 2022: Calderwood & Harkness LLP entered its appearance on behalf of both Northgate Telecommunications PLC and Nort

6. Northgate's Preliminary Defense Position While the Insureds reserve the right to develop and refine their defense theories as the litigation progresses, the following is a summary of the principal defense positions that the Insureds intend to advance: (a) The Refusal-to-Deal Claim Fails Under the *Aspen Skiing* / *Trinko* Framework. Under controlling Supreme Court precedent, a Section 2 refusal-to-deal claim requi

7. Reservation of Rights / Cooperation The Insureds acknowledge that Clarendon Mutual may elect to issue a reservation of rights letter in response to this tender. Should Clarendon Mutual do so, the Insureds respectfully request that any such reservation be specific, limited, and supported by reference to the particular Policy provisions that Clarendon Mutual contends may limit or preclude coverage. The Insureds note

8. Contact Information and Document Requests For purposes of all communications relating to coverage matters arising from this Claim, the primary points of contact are as follows: Coverage Counsel for the Insureds: Whitmore & Crane LLP 380 Madison Avenue, 22nd Floor New York, New York 10017 Attention: Coverage Counsel for Northgate Telecommunications PLC Defense Counsel for the Insureds: Calderwood & Harkness LLP 120

1. Copy of the Complaint, Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.), filed September 19, 2022

2. Copy of Notice of Appearance of Calderwood & Harkness LLP, filed October 3, 2022 Layer | Carrier | Limit Primary | Clarendon Mutual Insurance Ltd. | $50,000,000 First Excess | Avalon Specialty Underwriters Inc. | $30,000,000 Second Excess | Pinnacle Re Ltd. | $20,000,000 Total D&O Tower | $150,000,000 (inclusive of primary) Attorney | Role | Standard Rate Elaine Forsythe, Partner | Responsible Partner | $1,650/hou