Contract analysis

1. PURPOSE AND ENGAGEMENT Calderwood & Harkness LLP, on behalf of its client Northgate Fiber Americas Inc. ("NFA"), a Delaware corporation (Delaware Division of Corporations File No. 7182934), hereby engages Vantage Litigation Support LLC to provide electronic discovery hosting, processing, document review platform, and production services in connection with the above-referenced action, Meridian Infrastructure Partne

2. BACKGROUND OF THE MATTER This Section provides a summary of the litigation to enable Vantage to understand the context in which its services will be rendered. The information set forth below is confidential and is provided solely for purposes of facilitating Vantage's performance under this Agreement. Meridian Infrastructure Partners LLC ("Meridian"), a Delaware limited liability company (Delaware Division of Corp

3. SCOPE OF SERVICES Vantage shall provide the following services in connection with the Matter, as directed by C&H. The scope of services described below is intended to be comprehensive but may be expanded or modified by mutual written agreement as the litigation progresses. 3.1 Data Collection Support Vantage shall provide assistance with the forensic collection of electronically stored information ("ESI") from NFA

4. PRICING AND FEE STRUCTURE The following pricing terms shall apply to services rendered by Vantage under this Agreement. All fees are stated in United States dollars. Unless otherwise indicated, fees are exclusive of applicable sales or use taxes, which shall be invoiced separately if applicable. 4.1 Processing Fees Vantage shall charge a per-gigabyte processing fee for ingestion, de-duplication, de-NISTing, metada

5. DATA SECURITY AND CONFIDENTIALITY 5.1 Confidentiality Obligations Vantage acknowledges and agrees that all data, documents, and information provided to Vantage or to which Vantage obtains access in connection with this engagement (collectively, "Client Data") may be subject to the attorney-client privilege, the work product doctrine, and/or the Stipulated Confidentiality Order anticipated to be entered in the Matt

6. DATA RETENTION, RETURN, AND DESTRUCTION Upon the completion of this engagement, or at any time upon C&H's written instruction, Vantage shall, at C&H's election, either: (a) return all Client Data to C&H in a format and on media reasonably specified by C&H, or (b) securely destroy all Client Data in Vantage's possession, custody, or control using methods consistent with NIST Special Publication 800-88 (Guidelines f

7. STAFFING AND PROJECT MANAGEMENT Vantage shall assign a dedicated senior project manager as the primary operational point of contact for all day-to-day matters arising under this engagement. The designated Vantage contacts for this engagement are as follows: Engagement Oversight: David Cerrone, Managing Director Email: dcerrone@vantagelitsupport.com Direct: (212) 487-3400 Day-to-Day Project Management: Natalie Chen

8. REPRESENTATIONS AND WARRANTIES Vantage represents and warrants to C&H as follows: (a) No Conflicts of Interest. Vantage represents and warrants that it has conducted a thorough conflicts check and has determined that it has no conflicts of interest with respect to any parties in the Matter, including but not limited to Meridian Infrastructure Partners LLC, Ridgepoint Capital Group LP, Hargrove, Deluca & Stein LLP,

9. LIMITATION OF LIABILITY AND INDEMNIFICATION 9.1 Limitation of Liability Except in cases of gross negligence, willful misconduct, or breach of Vantage's confidentiality or data security obligations under Section 5, Vantage's aggregate liability to C&H and NFA under this Agreement shall not exceed three times (3x) the total fees actually paid by C&H to Vantage under this Agreement during the twelve (12) month period

10. TERM AND TERMINATION 10.1 Term. This engagement shall commence on September 10, 2024, and shall continue until the earliest of: (a) the final disposition of the Matter, including the resolution of any appeals; (b) the mutual written agreement of C&H and Vantage to terminate the engagement; or (c) thirty (30) days following written notice of termination delivered by either party to the other. 10.2 Effect of Termin

11. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall, at C&H's sole election, be resolved by either: (a) binding arbitration administered b

12. MISCELLANEOUS 12.1 Entire Agreement This Engagement Letter, together with its exhibits, constitutes the entire agreement between C&H and Vantage with respect to the services described herein and supersedes all prior oral or written proposals, negotiations, representations, understandings, and agreements between the parties relating to the subject matter hereof. No representations, warranties, or agreements not ex