Contract analysis

I. Overview of Witness and Deposition Logistics A. Witness Background The deponent, Renata Voss, holds the title of Vice President, US Network Infrastructure at Northgate Fiber Americas Inc. ("NFA"). Her principal office is located at 600 Lexington Avenue, 28th Floor, New York, NY 10022. Ms. Voss is the most senior NFA executive with direct operational oversight of the fiber build-out program undertaken pursuant to t

II. Anticipated Topic Areas and Examination Strategy The following sections identify the principal topic areas we anticipate Meridian's counsel will cover during the two-day deposition, together with the key points Ms. Voss should establish in her testimony, cautions regarding areas of vulnerability, and the supporting documents she should review in preparation. A. Topic 1: Voss's Role and Responsibilities Expected q

1. January 18, 2024 — Cure Notice No. 1. Sent by Voss to Victor Sandoval (Meridian CEO). The notice cited three categories of material breach: (a) failure to achieve Milestone 8 completion, (b) inadequate Phase 3 mobilization falling far short of contractual requirements, and (c) 43 critical NCRs documenting systemic quality failures. The notice demanded cure within 30 days as required by MCA § 14.1.

2. February 2, 2024 — Meridian's Response. Submitted by Sandoval, disputing the characterization of material breach. Meridian asserted that the delays were caused by three factors: (a) NFA's failure to timely obtain municipal permits under MCA § 5.3, (b) 14 Owner-directed scope changes that were never formalized as Change Orders under MCA § 16.1, and (c) force majeure events, specifically the continuing aftereffects

3. February 19, 2024 — Cure Notice No. 2. Sent by Voss, stating that Meridian had failed to cure the identified material breaches within the 30-day cure period, that material breach was continuing, and demanding that Meridian submit a detailed remediation plan within 15 days.

4. March 5, 2024 — Meridian's Corrective Action Plan. Submitted by Meridian, proposing an accelerated construction schedule, deployment of additional crews, a request for a nine-month schedule extension, and a demand for $87 million in additional compensation to cover the costs of acceleration and what Meridian characterized as uncompensated scope changes.

5. March 12, 2024 — NFA's Rejection. Northgate rejected Meridian's Corrective Action Plan as inadequate, noting that: (a) the proposed schedule did not demonstrate how Meridian would recover the accumulated delays; (b) the request for a nine-month extension and $87 million in additional compensation was unjustified in light of Meridian's own performance failures; and (c) 12 additional critical NCRs had been issued in

6. April 1, 2024 — Notice of Termination for Cause. Issued by Voss under MCA § 14.1, effective immediately. The notice stated that Meridian had failed to cure its material breaches despite two written cure notices, an extended period for submission and evaluation of a Corrective Action Plan, and continuing material breaches during the cure period.

7. April 8, 2024 — Meridian's Contest. Meridian's counsel contested the validity of the termination, alleging that the termination was pretextual and that NFA had failed to afford Meridian a genuine opportunity to cure. Key points. Ms. Voss must demonstrate that the termination process strictly followed the requirements of MCA § 14.1. The contractual procedure required written notice of material breach, a 30-day cure

I. Topic 9: Meridian's Scope Change Defense (MCA § 16.1) Expected questions. Meridian contends that NFA directed 14 scope changes during the course of the project that were never formalized as Change Orders under MCA § 16.1. Meridian's counsel will attempt to establish that these alleged scope changes expanded Meridian's work, increased its costs, and contributed to schedule delays — and that NFA refused to acknowled

III. Key Document List for Witness Preparation The following is a comprehensive list of documents that should be assembled and reviewed with Ms. Voss during the November 8 and November 11 preparation sessions. Documents are organized by category. A. Contract Documents

1. Master Construction Agreement dated March 15, 2020, between NFA and Meridian — full agreement including all exhibits and schedules

2. MCA Exhibit B — Milestone Schedule and Milestone Values

3. Key MCA sections to be reviewed in detail: • § 5.3 (Permits and Regulatory Approvals) • § 8.2 (Project Schedule and Milestones) • § 9.1 (Liquidated Damages for Schedule Delays) • § 12.4 (Quality Assurance and Workmanship Standards) • § 14.1 (Termination for Cause) • § 14.3 (Termination for Convenience) • § 14.5 (Post-Termination Obligations) • § 16.1 (Change Orders) • § 18.1 (Progress Payments and Retainage) • § 2

4. Notice to Proceed dated April 1, 2020

5. Northgate Technical Specification NS-FIBER-2020 B. Correspondence and Notices

1. LD assessment letter for Milestone 3 (November 5, 2021, $8,225,000)

2. LD assessment letters for Milestones 5, 6, 7, and 8

3. Cure Notice No. 1 (January 18, 2024, from Voss to Sandoval)

4. Meridian's response to Cure Notice No. 1 (February 2, 2024, from Sandoval)

5. Cure Notice No. 2 (February 19, 2024, from Voss)

6. Meridian's Corrective Action Plan (March 5, 2024)

7. NFA's rejection of Corrective Action Plan (March 12, 2024)

8. Notice of Termination for Cause (April 1, 2024)

9. Meridian's contest of termination validity (April 8, 2024) C. Project Performance Documents

1. Monthly project status reports for Phase 1 through Phase 3

2. Milestone completion certificates for Milestones 1 through 7

3. NCR summary spreadsheet (287 total NCRs: 43 classified as critical, 244 classified as non-critical)

4. Sample critical NCRs — splice loss exceedances, conduit depth violations, unauthorized route deviations (five to ten representative examples)

5. Monthly QA reports for Phase 2 (selected months covering the period of greatest defect concentration)

6. Phase 3 field inspection reports

7. Crew deployment and mobilization records for Phase 3 D. Financial Documents

1. Progress payment applications and certifications for all phases

2. Payment history and retainage calculations

3. Phase 3 disputed invoice documentation ($16.5 million)

4. LD calculation workpapers E. Internal NFA Communications (Non-Privileged)

1. Voss emails to and from Sean Calloway regarding project performance, schedule delays, quality issues, and Phase 3 mobilization

2. Voss emails to and from Meridian executives — Victor Sandoval, Bridget Yeung, Marcus Henley

3. Meeting minutes from executive project meetings (monthly executive-level calls)

4. Any internal memos or reports prepared by Voss regarding program status and performance assessments

5. Voss's reports to Sir Malcolm Ashford and Helena Bright in London

IV. Privilege Landmines and Instruction Points The following section identifies the principal areas of privilege risk during Ms. Voss's deposition and provides instructions for addressing privilege issues during the examination. A. Communications with Legal Counsel Ms. Voss communicated regularly with Dominic Hale, Northgate's General Counsel, regarding the termination decision, the cure notice process, and the devel

V. Witness Preparation Notes and Coaching Points A. General Demeanor and Approach Ms. Voss is a senior executive accustomed to high-stakes business discussions and board presentations. Her natural confidence and command of the facts are assets, but they must be channeled appropriately in the deposition setting. The following general guidance should be reinforced during the preparation sessions:

1. Project confidence, calm, and command of the facts without appearing combative, argumentative, or evasive. A deposition is not a debate. Ms. Voss's goal is to provide truthful, complete, and clear answers — not to "win" the exchange with opposing counsel.

2. Listen to the full question before answering. Do not anticipate where the question is going. Do not begin answering before the question is complete. Pause briefly after each question to ensure it is fully understood and to give defending counsel an opportunity to object if necessary.

3. Do not volunteer information beyond what is asked. Answer the question that was asked — not the question she wishes had been asked, and not the question she is afraid might be asked next. Short, direct answers are generally preferable to lengthy narratives, particularly on sensitive topics.

4. If she does not recall, say so. "I don't recall" or "I don't have a specific recollection of that" are perfectly appropriate answers. They are far preferable to guessing, estimating, or reconstructing events from general impressions. A witness who says "I don't recall" when she genuinely does not recall is being truthful. A witness who guesses and gets it wrong is creating a record that may be used against her.

5. Refer to documents when helpful. "I'd need to look at the document to confirm the specifics, but my general recollection is…" is an appropriate way to answer questions about specific dates, numbers, or the contents of correspondence. Asking to see a document before answering questions about its contents is both appropriate and advisable.

6. Do not argue with opposing counsel. If Mr. Deluca characterizes facts unfavorably, mischaracterizes testimony, or asks leading questions with embedded factual premises that Ms. Voss disagrees with, she should calmly correct the characterization rather than becoming argumentative. Advocacy is the job of defending counsel, not the witness.

7. Watch for compound questions, questions with embedded assumptions, and "isn't it true that" formulations. If a question contains a factual premise that Ms. Voss disagrees with, she should identify and reject the premise before answering the rest of the question.

8. During breaks, do not discuss testimony with anyone other than counsel. This instruction applies to conversations with NFA colleagues, Northgate personnel, and anyone else. If Ms. Voss needs to use the restroom, take a phone call, or step outside, she should be aware that opposing counsel may observe her interactions. B. Preparation on Key Themes Ms. Voss should internalize the following four themes, which provide