Contract analysis

Section 1: Purpose and Legal Obligation Northgate Telecommunications PLC ("Northgate" or "NTP") and its wholly owned US subsidiary Northgate Fiber Americas Inc. ("NFA") are parties to pending litigation brought by Meridian Infrastructure Partners LLC ("Meridian") in the Supreme Court of the State of New York, New York County, Commercial Division. This Litigation Hold Notice is issued to inform you of your legal oblig

Section 2: Background on the Dispute This section provides a summary of the dispute to assist you in identifying materials that may be relevant. This summary is provided for context only and should not be understood as a comprehensive statement of all factual or legal issues that may arise in the litigation. The scope of relevant materials may be broader than the specific facts described here. 2.1 The Master Construc

Section 3: Who Is Subject to This Hold 3.1 General Applicability This Litigation Hold applies to all employees, officers, directors, consultants, and agents of both Northgate Telecommunications PLC (the UK parent company, headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom) and Northgate Fiber Americas Inc. (the US subsidiary, with its principal office at 600 Lexington Avenue, 28th Floor, New York, N

Section 4: Scope of Materials to Be Preserved The scope of this Litigation Hold is broad. You must preserve all documents and ESI — in any format or medium — that relate to, refer to, or concern any of the subjects described below. This section describes (a) the subject matter categories of relevant materials, (b) the types of materials and media that must be preserved, and (c) the relevant time period. 4.1 Subject M

1. The Master Construction Agreement. The MCA dated March 15, 2020 between NFA and Meridian, including all exhibits, schedules, appendices, riders, side letters, and amendments thereto, as well as all documents related to the negotiation, drafting, execution, interpretation, and administration of the MCA.

2. Change Orders. All Change Orders, proposed Change Orders, Change Order requests, and any requests for changes to the scope, schedule, specifications, or pricing under the MCA, including but not limited to the fourteen (14) alleged Owner-directed scope changes referenced by Meridian in its Verified Complaint. This includes all supporting documentation, cost estimates, schedule impact analyses, and internal delibera

3. The Fiber Build-Out Program. All documents and ESI relating to the fiber build-out program across the seven-state northeastern US footprint, including all three phases of the project: • Phase 1: New York Metro and Northern New Jersey (Milestones 1–4; approximately 3,200 route miles) • Phase 2: Connecticut, Western Massachusetts, and Southern Pennsylvania (Milestones 5–8; approximately 5,600 route miles) • Phase 3:

4. Schedules and Progress. All milestone schedules, progress reports, schedule updates, baseline schedules, schedule narratives, delay analyses, time impact analyses, and any critical path method ("CPM") analyses, including all versions and updates of the project schedule maintained in Tarrant Data Systems, Sundial Health IT, or any equivalent scheduling software.

5. Quality and Non-Conformance. All non-conformance reports ("NCRs"), including all 287 NCRs issued during the course of the project (43 classified as critical and 244 classified as non-critical), together with all quality inspection reports, field test results, splice loss measurements, optical time-domain reflectometer ("OTDR") test results, conduit depth surveys, route deviation documentation, as-built drawings, a

6. Technical Specifications. Northgate Technical Specification NS-FIBER-2020 and any amendments, supplements, interpretations, waivers, or deviations therefrom, as well as any other technical standards, specifications, or requirements applicable to the fiber build-out program.

7. Cure Notices and Termination. All documents relating to Cure Notice No. 1 (dated January 18, 2024), Cure Notice No. 2 (dated February 19, 2024), Meridian's responses to each Cure Notice, Meridian's Corrective Action Plan (dated March 5, 2024), Northgate's rejection of the Corrective Action Plan (dated March 12, 2024), and the Notice of Termination for Cause (dated April 1, 2024), including all drafts, internal rev

8. Communications with or Regarding Meridian. All communications — including emails, letters, meeting minutes, memoranda, text messages, instant messages, and voicemails — with or regarding Meridian Infrastructure Partners LLC, its personnel, and its subcontractors. This includes, without limitation, communications with the following Meridian personnel: Victor Sandoval, Bridget Yeung, Randall Obrecht, Marcus Henley,

9. Financial and Payment Records. All payment applications, invoices, progress payment certifications, retainage calculations, retainage release requests, liquidated damages assessments (including the LD assessment letter dated November 5, 2021 for Milestone 3), lien waivers, and any other financial documents relating to payments made or withheld under the MCA. This also includes all financial analyses, budgets, fore

10. Replacement Contractor. All documents relating to the selection and engagement of Crestline Construction Group Inc. ("Crestline") as the replacement contractor, including the replacement contract executed June 10, 2024 (contract price of $712,000,000), all negotiations, bids, proposals, requests for proposals, scope comparisons, cost comparisons, and transition planning documents.

11. Permitting. All municipal, county, and state permitting documents, applications, approvals, denials, conditions, and any correspondence with state or local permitting authorities in all seven states (New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia), as well as right-of-way agreements, utility pole attachment agreements, and railroad crossing permits.

12. Force Majeure. All force majeure notices, claims, analyses, and correspondence relating to COVID-19 impacts, labor supply constraints, supply chain disruptions for fiber-optic cable, conduit, handholes, and other materials, weather-related delays, and any other events claimed or analyzed as potential force majeure events under MCA Section 12.

13. Performance Bond. All documents relating to Performance Bond No. ISG-2020-NE-04417 issued by Ironclad Surety Group Inc. in the penal sum of one hundred twenty million dollars ($120,000,000), including all correspondence with Ironclad Surety Group Inc. and its representative Patricia Dwyer, all bond claims, demands, and notices.

14. Internal Analyses Regarding Termination. All internal analyses of Meridian's performance, contractor evaluations, scorecards, executive briefings, and any assessments or deliberations regarding whether to terminate the MCA for cause versus for convenience, including analyses of the legal and financial consequences of each option.

15. In-House or Re-Procurement Analyses. All documents regarding Northgate's or NFA's consideration of bringing fiber construction work in-house, self-performing portions of the work, or re-procuring the work at lower cost, including any business case analyses, feasibility studies, or executive presentations.

16. Insurance. All insurance-related communications with Albion Specialty Insurance Ltd. regarding Directors & Officers Liability Policy No. ALB-DO-2023-4782, all communications with Keystone National Insurance Company regarding Commercial General Liability Policy No. KNIC-CGL-2022-99301, and all communications with coverage counsel Pemberton Fox LLP, including all notices of claim, reservation of rights letters, cov

17. Legal Counsel Communications. All communications with Calderwood & Harkness LLP, Pemberton Fox LLP, and any other legal advisors regarding the Meridian dispute. Note: These communications are protected by the attorney-client privilege and/or work product doctrine; however, they must be preserved. Do not disclose privileged communications to anyone outside the privilege. 4.2 Types of Materials and Media The follow

Section 5: Specific Preservation Instructions 5.1 Immediate Steps Required Each person subject to this hold must take the following steps immediately upon receipt of this notice: Stop all deletion and destruction immediately. Do not delete, discard, shred, recycle, or overwrite any document or ESI falling within the scope described in Section 4 above, regardless of any existing retention schedule, records management

Section 6: Consequences of Non-Compliance Compliance with this Litigation Hold is a legal obligation and a condition of your employment or engagement with Northgate and NFA. Failure to comply is an extremely serious matter with potentially severe consequences for the companies and for you individually. Non-compliance with this Litigation Hold may result in one or more of the following: (a) Court-Imposed Sanctions. Co

Section 7: Acknowledgment Requirement Each recipient of this Litigation Hold Notice must confirm receipt and understanding by signing and returning the attached Acknowledgment Form (Appendix A) to Dominic Hale's office, or by completing the electronic acknowledgment via the secure link that will be distributed by the IT Department. This acknowledgment must be completed within five (5) business days of your receipt of

1. Have received, read, and understand this Litigation Hold Notice in its entirety;

2. Will comply with all preservation obligations described herein, including the immediate and ongoing obligation to preserve all documents and ESI within the scope of this hold;

3. Have identified and will preserve all materials within the scope of this hold that are currently in your possession, custody, or control, whether on company systems, personal devices, or in physical form; and

4. Will notify Dominic Hale or Calderwood & Harkness LLP promptly if you discover additional relevant materials, if you become aware of any potential breach of the hold, or if you have any questions about the scope of your preservation obligations. Failure to return the Acknowledgment Form by the deadline does not relieve you of your preservation obligations, but timely return is required and will be tracked. If you

Section 8: Ongoing Obligations and Updates This Litigation Hold remains in effect until further written notice from Dominic Hale or Calderwood & Harkness LLP expressly releasing the hold. Do not assume that the passage of time or the resolution of particular issues terminates the hold. The hold will be released only by an explicit written communication, and no oral statement may be relied upon to modify or terminate

Section 9: Questions and Contact Information If you have any questions about this Litigation Hold Notice, whether specific materials fall within its scope, how to preserve particular types of documents or ESI, or any other matter related to your preservation obligations, please contact any of the following individuals: Dominic Hale General Counsel, Northgate Telecommunications PLC Email: d.hale@northgate-telecom.com

Section 10: Confidentiality This Litigation Hold Notice is a privileged and confidential attorney-client communication. It has been prepared by the Office of the General Counsel in coordination with Calderwood & Harkness LLP for the purpose of providing legal advice and ensuring compliance with Northgate's and NFA's legal obligations in connection with pending litigation. Do not forward, copy, distribute, photograph,