Contract analysis

I. Executive Summary and Purpose of This Outline This memorandum sets forth the preparation outline for the deposition of Helena Bright, Chief Financial Officer of Northgate Telecommunications PLC ("NTP" or "Northgate"), the UK-listed parent company (LSE: NTP; Nasdaq ADR: NTPLF) of Northgate Fiber Americas Inc. ("NFA"), the named defendant and contracting party under the Master Construction Agreement dated March 15,

II. Witness Background and Role A. Professional Background The witness's full name is Helena Bright. She holds the title of Chief Financial Officer of Northgate Telecommunications PLC, the ultimate parent company of the Northgate group of companies. Ms. Bright reports directly to Sir Malcolm Ashford, Chief Executive Officer of NTP, and has a dotted-line reporting relationship to the Board of Directors of NTP, which i

III. Anticipated Topic Areas and Examination Strategy by Opposing Counsel A. Overview of HDS's Likely Approach Based on the pattern of questioning in prior depositions and the issues raised in Meridian's pleadings and discovery requests, we anticipate that Thomas Deluca and Miriam Vasquez of Hargrove, Deluca & Stein LLP will pursue the following overarching strategy in their examination of Ms. Bright. HDS's primary o

I. Topic Area 8: Impact of Termination on Northgate's Financial Reporting HDS may question Ms. Bright about the financial reporting consequences of the MCA termination and the pending litigation. Northgate reports under International Financial Reporting Standards (IFRS) as a UK-listed public limited company. NTP's external auditor is Ashby & Thornton LLP (1 Angel Court, London EC2R 7HJ). HDS may probe whether Northga

IV. Key Documents for Witness Review A. Documents to Review with Witness The following documents should be reviewed with Ms. Bright during the preparation sessions. These documents represent the core materials that HDS is likely to use as exhibits during the deposition, as well as background materials that will enable Ms. Bright to testify accurately and consistently with the documentary record.

1. Master Construction Agreement dated March 15, 2020 — with particular focus on the following provisions: • § 8.2 (Quality Standards and Non-Conformance) • § 9.1 (Liquidated Damages — $175,000 per day per milestone; 10% per-milestone cap; 5% aggregate cap) • § 14.1 (Termination for Cause — grounds, notice requirements, 30-day cure period) • § 14.3 (Termination for Convenience — Owner's right to terminate for conveni

2. MCA Exhibit B — Milestone schedule and milestone values: • Phase 1: $208 million • Phase 2: $363 million • Phase 3: $629 million • Total MCA value: $1.2 billion

3. Cure Notice No. 1 — Dated January 18, 2024, from Renata Voss (VP, US Network Infrastructure, NFA) to Victor Sandoval (CEO, Meridian Infrastructure Partners LLC), identifying Meridian's material breaches including schedule delays to Phase 2 milestones and critical quality deficiencies, and providing the 30-day cure period required under MCA § 14.1.

4. Meridian's Response to Cure Notice No. 1 — Dated February 2, 2024, from Victor Sandoval to Renata Voss, acknowledging receipt of the Cure Notice and disputing certain of the identified breaches while requesting additional time and resources to address others.

5. Cure Notice No. 2 — Dated February 19, 2024, from Renata Voss to Victor Sandoval, identifying additional breaches that had occurred during the cure period, including the 12 additional critical NCRs issued in February 2024, and reiterating NFA's demand for cure.

6. Meridian's Corrective Action Plan — Dated March 5, 2024, submitted by Meridian in response to the Cure Notices. The Corrective Action Plan proposed a revised schedule, additional crew mobilization, and enhanced quality control measures, but was conditioned on NFA's agreement to provide $87 million in additional compensation and a 180-day extension to the Phase 2 completion deadline.

7. Northgate's Rejection of Corrective Action Plan — Dated March 12, 2024, from Renata Voss to Victor Sandoval, rejecting the Corrective Action Plan as inadequate because it was conditioned on material modifications to the MCA that NFA was not obligated to accept and because it failed to address the root causes of the quality deficiencies.

8. Notice of Termination for Cause — Dated April 1, 2024, from Renata Voss to Victor Sandoval, exercising NFA's right to terminate the MCA for cause under § 14.1 based on Meridian's failure to cure the breaches identified in Cure Notice Nos. 1 and 2 within the required cure period.

9. Crestline Construction Group Inc. Replacement Contract — Executed June 10, 2024. Key terms: $712 million contract price for remaining scope (completion of Phase 2 Milestone 8 and all Phase 3 work); 30-month term from notice to proceed; estimated completion December 2026.

10. NFA FY2023 Financial Summary — Revenue of $1.1 billion; EBITDA of $286 million (26% margin); capex details as publicly available.

11. NTP Consolidated FY2023 Annual Report Excerpts — Revenue of £3.8 billion; EBITDA of £912 million (24% margin); segment-level disclosures for the US fiber business; contingent liability disclosures, if any, relating to the MCA or Meridian litigation.

12. NFA FY2024 Capital Expenditure Budget Approval Documentation — $340 million capex budget for FY2024, as approved by the NTP Board. This documentation shows the budgeted allocation for the fiber build-out and the assumptions underlying the budget.

13. Liquidated Damages Assessment Letters — Including the assessment for Phase 1 Milestone 3 ($8.225 million, dated November 5, 2021) and the Phase 2 assessments, totaling $40.775 million.

14. Payment History Summary — Detailed summary of all payments made to Meridian under the MCA, totaling $512.7 million, and the retainage held of $56,966,667.

15. Disputed Phase 3 Invoices ($16.5 million) — Including the invoices submitted by Meridian totaling $48.2 million, the approved portion of $31.7 million, and the supporting correspondence regarding the disputed $16.5 million (based on defective work and inflated unit counts).

16. Non-privileged emails and memoranda between Ms. Bright and NFA management — Including communications with Renata Voss and Sean Calloway regarding the fiber build-out program's financial performance, capital deployment, and any discussions related to the termination or replacement contractor engagement.

17. Non-privileged board or management committee minutes — To the extent produced in discovery, any minutes of the NTP Board, Audit Committee, or Finance Committee meetings that reference the MCA, the US fiber build-out program, the termination of Meridian, or the engagement of Crestline. B. Privileged Documents — Do Not Produce but Review for Preparation The following categories of documents should be reviewed with

V. Privilege Instruction Protocol A. General Instructions to Witness The following general instructions regarding attorney-client privilege and work product protection should be conveyed to Ms. Bright during the preparation sessions and reinforced at the beginning of the deposition:

1. Do not disclose the substance of any communication with Dominic Hale (General Counsel of NTP), Calderwood & Harkness LLP, or Pemberton Fox LLP that was made for the purpose of obtaining or providing legal advice. This includes oral conversations, emails, memoranda, presentations, and any other form of communication.

2. Do not disclose the substance of any document or analysis that was prepared at the direction of counsel in anticipation of litigation. This includes financial models, board presentations, risk assessments, and any other work product prepared to assist counsel in providing legal advice or in connection with the anticipated or pending litigation.

3. If a question calls for disclosure of privileged information, pause and allow defending counsel (Linda Osei or Jeffrey Park) to interpose an objection and, if appropriate, an instruction not to answer. The witness should not attempt to determine on her own whether information is privileged. Instead, she should wait for defending counsel's instruction.

4. If uncertain whether a communication was privileged, err on the side of pausing for instruction from defending counsel. It is far easier to allow an answer after reflection than to retract an inadvertent disclosure. An inadvertent disclosure of privileged information could result in a finding of waiver.

5. The witness may acknowledge that she communicated with counsel but should not disclose the content of those communications. For example, if asked "Did you discuss the termination with Dominic Hale?", Ms. Bright may answer "Yes" (or "I don't recall" if she genuinely does not recall). But if asked "What did Dominic Hale tell you about the termination?", defending counsel should instruct the witness not to answer. B.

1. State the basis for the privilege on the record. Defending counsel should clearly articulate whether the instruction is based on attorney-client privilege, work product protection, or both, and should briefly describe the nature of the privilege claim (e.g., "The question seeks the substance of a communication between the witness and outside litigation counsel made for the purpose of obtaining legal advice, which

2. Do not allow the witness to answer. Even if HDS argues that the privilege has been waived or does not apply, the witness should not be permitted to answer pending resolution of the dispute. The risk of inadvertent waiver from an in-deposition answer far outweighs the procedural inconvenience of reserving the question for judicial resolution.

3. If HDS threatens to seek a judicial ruling, note on the record that the parties may apply to Justice Ricci (as the presiding justice in the Commercial Division) or to the commissioner overseeing the London deposition for a ruling on the disputed privilege instruction. Defending counsel should indicate willingness to seek a ruling on an expedited basis but should not capitulate in the interim.

4. Maintain a running log of all privilege instructions given during the deposition, including the question asked, the basis for the instruction, and any response from HDS. This log will be essential for post-deposition review and for any motion practice that may arise regarding the scope of the privilege instructions.

VI. Key Themes and Talking Points for Witness The following themes should be woven throughout Ms. Bright's testimony. These are not scripted answers but rather the core messages that her testimony should consistently reinforce. During the preparation sessions, Ms. Bright should practice incorporating these themes naturally into her responses to anticipated questions. A. Theme 1: The Termination Was Justified by Merid