Contract analysis

I. Purpose This memorandum documents the results of the comprehensive conflicts check conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed engagement to represent Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company incorporated in England and Wales (Co. No. 08234517), and its wholly owned United States subsidiary Northgate Fiber Americas Inc. ("NFA"), a

II. Proposed Client Information A. Northgate Telecommunications PLC (NTP) Full Legal Name: Northgate Telecommunications PLC Company Number: 08234517 (Companies House, England and Wales) Jurisdiction of Incorporation: England and Wales Registered Office and Headquarters: 14 Cavendish Square, London W1G 0BX, United Kingdom Stock Exchange Listings: London Stock Exchange (LSE), Ticker: NTP; Nasdaq American Depositary Rec

III. Entities and Individuals Checked The following is a comprehensive list of all entities and individuals whose names were run through the C&H CMS in connection with this conflicts check. They are organized by category reflecting their role in the matter. A complete tabular summary is provided in Appendix A. A. Adverse Party and Affiliates

1. Meridian Infrastructure Partners LLC — Delaware limited liability company, File No. 6439821; EIN: 82-1647293; principal office: 1800 Post Oak Boulevard, Suite 1200, Houston, TX 77056. Meridian is a specialty fiber-optic construction contractor and is the plaintiff in this action. It reported FY2023 revenue of approximately $620 million and maintains operations in seventeen states, with its highest concentration of

2. Victor Sandoval — Managing Member and Chief Executive Officer of Meridian Infrastructure Partners LLC. Mr. Sandoval is a 30% equity holder in Meridian and is identified in the Complaint as the individual who executed the MCA on behalf of Meridian. He is expected to be a material fact witness.

3. Bridget Yeung — Chief Operating Officer, Meridian. Ms. Yeung oversaw Meridian's field operations during the period of performance under the MCA and is expected to be a material fact witness regarding construction progress, scheduling, and alleged change-order disputes.

4. Randall Obrecht — Chief Financial Officer, Meridian. Mr. Obrecht is expected to be a material fact witness regarding Meridian's invoicing, payment applications, and financial condition.

5. Marcus Henley — Vice President, Field Operations (Northeast Division), Meridian. Mr. Henley directly supervised Meridian's construction crews on the Northgate project and is expected to be a material fact witness regarding workmanship, safety incidents, and schedule adherence. B. Adverse Party's Equity Holder / Private Equity Sponsor

6. Ridgepoint Capital Group LP — Delaware limited partnership; principal office: 2100 Ross Avenue, Suite 3300, Dallas, TX 75201. Ridgepoint is a mid-market private equity firm focused on infrastructure services and industrial technology. Ridgepoint acquired a 55% equity stake in Meridian in 2018 for approximately $285 million and is understood to control Meridian's board of managers. Ridgepoint is funding Meridian's

7. Graham Latimer — Managing Partner, Ridgepoint Capital Group LP. Mr. Latimer is understood to serve on Meridian's board of managers and to have been involved in key strategic decisions relating to the Northgate contract and its termination. C. Opposing Counsel

8. Hargrove, Deluca & Stein LLP ("HDS") — New York limited liability partnership; office: 51 West 52nd Street, 40th Floor, New York, NY 10019. HDS is plaintiff's counsel of record in this action.

9. Thomas Deluca — Lead Partner at HDS and counsel of record for Meridian in this action. Mr. Deluca is a well-known commercial litigator with substantial experience in construction disputes and infrastructure contract litigation.

10. Miriam Vasquez — Senior Associate at HDS assigned to the Meridian representation. Ms. Vasquez is identified as co-counsel on the Complaint and has been the primary contact for scheduling and discovery correspondence. D. Surety.

11. Ironclad Surety Group Inc. — Indiana corporation; principal office: 300 North Meridian Street, Suite 1800, Indianapolis, IN 46204. Ironclad issued Performance Bond No. ISG-2020-NE-04417 in the penal sum of $120 million covering Meridian's performance obligations under the MCA. Ironclad has agreed to contribute up to $2 million toward Northgate/NFA's defense costs in this action, under a reservation of rights. Cla

12. Patricia Dwyer — Vice President of Claims, Ironclad Surety Group Inc. Ms. Dwyer is the Ironclad representative coordinating the defense cost contribution and monitoring the litigation on Ironclad's behalf. E. Insurers and Coverage Counsel (Client Side)

13. Albion Specialty Insurance Ltd. — Lloyd's syndicate, incorporated in England and Wales. Albion is the directors' and officers' liability ("D&O") carrier for Northgate Telecommunications PLC under Policy No. ALB-DO-2023-4782. Albion has been placed on notice of this litigation and is monitoring the matter for potential D&O exposure.

14. Keystone National Insurance Company — Pennsylvania corporation. Keystone is the commercial general liability ("CGL") carrier for Northgate/NFA under Policy No. KNIC-CGL-2022-99301. Keystone has acknowledged receipt of the tender of defense and is evaluating coverage.

15. Pemberton Fox LLP — New York limited liability partnership; 600 Third Avenue, 15th Floor, New York, NY 10016. Pemberton Fox has been retained by Albion Specialty Insurance Ltd. and Keystone National Insurance Company as coverage counsel to advise on insurance coverage issues arising from this litigation. Pemberton Fox does not represent Northgate or NFA; it represents the insurers' interests.

16. Rachel Solomons — Partner at Pemberton Fox LLP and lead coverage counsel for Albion and Keystone in connection with this matter. F. Meridian's Lender

17. Dralvecen Commercial Finance LLC — Delaware limited liability company; 600 Travis Street, Suite 4500, Houston, TX 77002. Dralvecen provided Meridian with a $150 million revolving credit facility and has asserted lien interests in Meridian's receivables under the Northgate contract, including amounts claimed as damages in this action. Dralvecen's lien position may become relevant to settlement discussions or judgm

18. Daniel Kwon — Relationship Manager, Dralvecen Commercial Finance LLC. Mr. Kwon is the Dralvecen officer responsible for the Meridian credit facility. G. Replacement Contractor

19. Crestline Construction Group Inc. — Virginia corporation; 8200 Greensboro Drive, Suite 900, McLean, VA 22102. Following Meridian's termination, Northgate/NFA entered into a replacement construction contract with Crestline on June 10, 2024, with a contract value of approximately $712 million, to complete the remaining scope of the fiber build-out. Crestline's performance data and the delta between the Crestline re

20. Frank DiBello — Chief Executive Officer, Crestline Construction Group Inc. Mr. DiBello negotiated the replacement contract with NFA and is expected to be a witness regarding the scope, pricing, and schedule of the replacement work. H. Anticipated Expert Witnesses (Defense)

21. Lakeview Consulting Group LLC — Illinois limited liability company; 200 South Wacker Drive, Suite 1400, Chicago, IL 60606. Lakeview is the construction and delay analysis expert firm anticipated to be retained by the defense.

22. Dr. Elinor Chazen — Partner at Lakeview Consulting Group LLC. Dr. Chazen is a licensed professional engineer and certified construction delay analyst anticipated to serve as the defense's construction and delay expert.

23. Pinnacle Economics LLC — New York limited liability company; 1700 Broadway, Suite 2200, New York, NY 10019. Pinnacle is the economic consulting firm anticipated to be retained by the defense for damages analysis.

24. Professor Gordon Whitfield — Senior Advisor at Pinnacle Economics LLC. Professor Whitfield, who holds an endowed chair in applied economics at Columbia University, is anticipated to serve as the defense's damages expert.

I. Known Plaintiff's Expert Firms

25. Keystone Project Advisory LLC — Pennsylvania limited liability company; 1500 Market Street, Suite 1200, Philadelphia, PA 19102. Keystone Project Advisory has been disclosed by Meridian as its construction expert firm in initial disclosures served pursuant to CPLR § 3101.

26. James Ochoa, PE — Principal at Keystone Project Advisory LLC. Mr. Ochoa is a licensed professional engineer identified as Meridian's anticipated construction expert witness.

27. Westbrook Valuation Services Inc. — New York corporation; 100 Park Avenue, Suite 800, New York, NY 10017. Westbrook has been disclosed by Meridian as its damages expert firm.

28. Dr. Natalie Forster — Managing Director at Westbrook Valuation Services Inc. Dr. Forster is identified as Meridian's anticipated damages expert witness. J. Proposed Client's Auditor

29. Ashby & Thornton LLP — Limited liability partnership organized under the laws of England and Wales; 1 Angel Court, London EC2R 7HJ. Ashby & Thornton serves as the independent auditor for Northgate Telecommunications PLC and its subsidiaries, including NFA. Ashby & Thornton's audit workpapers and financial statements may be relevant to damage computations and Northgate's financial disclosures. K. Court.

30. Hon. Eleanor M. Ricci — Justice, Supreme Court of the State of New York, Commercial Division, Part 49. Justice Ricci is the jurist assigned to this matter. A check was conducted to identify any personal conflicts or recusal history involving C&H attorneys.

IV. Conflicts Database Search Methodology A. System Description All searches were conducted using C&H's proprietary Conflict Management System (the "CMS"), which is maintained by the Firm's Office of the General Counsel in coordination with the New Business Intake Department. The CMS integrates data from the following sources: • C&H's matter management database, which contains records of all current and former client

V. Search Results A. Adverse Parties — Meridian Infrastructure Partners LLC The CMS was searched for all current and former C&H matters involving Meridian Infrastructure Partners LLC, or any entity operating under the name "Meridian Infrastructure," "Meridian Partners," "MIP," or any known trade name or affiliate of Meridian. Result: No prior representation of Meridian Infrastructure Partners LLC by C&H was identifie

1. C&H Matter No. 1022-00005 (Closed). C&H represented Ironclad Surety Group Inc. in the negotiation of a reinsurance treaty with Helvetia Re AG in 2017. The matter was led by C&H Partner George Katsaros (Insurance & Reinsurance Practice Group). The engagement concluded on November 8, 2017, and the matter was closed. The work involved reinsurance treaty negotiations and did not relate to construction, telecommunicati

2. C&H Matter No. 1022-00005 (Closed). C&H represented Ironclad Surety Group Inc. as plaintiff in a subrogation action against a general contractor in the Southern District of New York, Ironclad Surety Group Inc. v. Apex Builders LLC, No. 21-cv-8834 (S.D.N.Y.). The matter was led by C&H Partner Linda Osei. The case settled on June 15, 2022, and the matter was closed. The case did not involve Northgate, NFA, Meridian,

I. Expert Firms and Individuals The CMS was searched for all matters involving Lakeview Consulting Group LLC, Dr. Elinor Chazen, Pinnacle Economics LLC, Professor Gordon Whitfield, Keystone Project Advisory LLC, James Ochoa, Westbrook Valuation Services Inc., and Dr. Natalie Forster. Result — Defense Experts: • Lakeview Consulting Group LLC / Dr. Elinor Chazen: C&H previously retained Dr. Chazen and Lakeview Consulti

VI. Analysis of Potential Conflicts A. Rule 1.7 — Current Client Conflicts New York Rule of Professional Conduct 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of the client will be adversely affe

1. Ironclad's defense cost contribution is made pursuant to its obligations under Performance Bond No. ISG-2020-NE-04417 and is being coordinated through Ironclad's claims department (Patricia Dwyer, VP of Claims). The contribution is subject to Ironclad's reservation of rights, meaning Ironclad reserves the right to withdraw or reduce its contribution if it determines that the defense is not within the scope of its

2. C&H's engagement letter, which will be executed with Northgate/NFA, will expressly state that C&H represents only Northgate Telecommunications PLC and Northgate Fiber Americas Inc. C&H will not provide legal advice to Ironclad, will not owe any duty of loyalty or confidentiality to Ironclad, and will not accept direction from Ironclad regarding litigation strategy or settlement.

3. Ironclad's payment of a portion of the defense costs does not, standing alone, create an attorney-client relationship. See N.Y. R. Prof. Conduct 1.8(f) (a lawyer may accept compensation from a third party for representing a client provided that the client gives informed consent, there is no interference with the lawyer's professional judgment, and confidential information is protected). Northgate/NFA will be infor

4. Ironclad has its own counsel and is represented by its in-house legal department for purposes of monitoring this litigation. Ironclad has not sought to retain C&H or to establish a joint defense arrangement. Accordingly, Ironclad's defense cost contribution does not transform Ironclad into a current client of C&H and does not create a concurrent conflict under Rule 1.7. Nevertheless, as a precautionary measure, we

1. Ridgepoint Capital Partners II, LP (C&H Matter No. 1022-00005) • Prior representation: C&H represented Ridgepoint Fund II in an SEC regulatory examination regarding Form ADV compliance (2019–2020). The matter was closed on March 12, 2020. • Substantial relationship test: The prior matter involved SEC regulatory compliance for a private equity fund vehicle. The current matter involves the defense of a breach-of-con

2. Ironclad Surety Group Inc. (C&H Matter Nos. 1022-00005 and 1022-00005) • Prior representations: C&H represented Ironclad in (a) a reinsurance treaty negotiation in 2017 and (b) a subrogation action against an unrelated general contractor in 2021–2022. Both matters are closed. • Substantial relationship test: Neither prior matter involved Northgate, NFA, Meridian, or any party or contract at issue in the current li

1. Bar Association Relationship — Priya Anand and Thomas Deluca: As noted in Section V.C, C&H Partner Priya Anand and HDS Partner Thomas Deluca both serve on the Board of Directors of the New York City Bar Association's Committee on Construction Law. This professional association is routine and widely recognized as falling outside the scope of any conflict prohibition. We recommend that this relationship be disclosed

2. Former Ironclad Relationship — Linda Osei: Ms. Osei's prior representation of Ironclad in the subrogation action (closed June 2022) does not create a legal conflict, as analyzed above. However, because Ironclad is contributing defense costs in this matter and Ms. Dwyer (Ironclad VP of Claims) was a contact in the prior matter, it is prudent to disclose this prior relationship to Northgate/NFA and to confirm that C

3. Prospective Business Considerations: We are not aware of any pending or reasonably anticipated business development effort by C&H directed at Ridgepoint Capital Group, Meridian, Dralvecen Commercial Finance, or any other adverse or potentially adverse entity identified in this check. Should any such business development opportunity arise during the course of this engagement, it should be immediately flagged for su

4. Crestline Construction Group: Although Crestline is not an adverse party and its interests are generally aligned with Northgate's, C&H should be mindful that discovery in this action may require the production or analysis of documents and information relating to the Crestline replacement contract. If Crestline's interests diverge from Northgate's at any point (e.g., if Crestline asserts claims against Northgate un

VII. Conclusion and Clearance Based on the comprehensive conflicts check documented in this memorandum, including the search of C&H's Conflict Management System, the analysis of all identified hits, and the application of New York Rules of Professional Conduct 1.7, 1.8, 1.9, and 1.10, we conclude as follows:

1. No disqualifying conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from accepting the proposed engagement to represent Northgate Telecommunications PLC and Northgate Fiber Americas Inc. in Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Index No. 654321/2024 (Sup. Ct., N.Y. Cnty., Commercial Division).

2. Former-client relationships with Ridgepoint Capital Partners II, LP and Ironclad Surety Group Inc. have been analyzed and determined not to create any conflict under Rule 1.9 due to the absence of any substantial relationship between the prior matters and the current engagement and the absence of any confidential information from the prior matters that could be material to this litigation.

3. Ironclad Surety Group's defense cost contribution does not create an attorney-client relationship between C&H and Ironclad. The engagement letter will include an express provision confirming that C&H represents only Northgate/NFA, that Ironclad is not a co-client, and that C&H's duties of loyalty and confidentiality run exclusively to Northgate/NFA.

4. Disclosure recommendations: The following relationships should be disclosed to Dominic Hale (Northgate General Counsel) in connection with the engagement: (a) Priya Anand's and Thomas Deluca's mutual service on the New York City Bar Association's Committee on Construction Law; and (b) Linda Osei's prior representation of Ironclad Surety Group Inc. in a closed, unrelated subrogation action.

5. Ongoing monitoring requirements: The following items require ongoing monitoring during the course of the engagement: (a) Ironclad Surety Group Inc.: C&H will monitor the status of Ironclad's defense cost contribution and reservation of rights. If Ironclad's interests diverge from Northgate/NFA's interests — for example, if Ironclad denies coverage, withdraws its defense cost contribution, or asserts claims against

VIII. Approval CLEARED BY: ________________________________________ Linda Osei Responsible Partner, Litigation Calderwood & Harkness LLP Date: August 16, 2024

IX. Appendices Appendix A — Complete List of Entities and Individuals Searched Appendix B — Conflict System Search Parameters Conflict Management System: Calderwood & Harkness LLP Proprietary CMS (Version 7.4.2, updated June 2024) Supplemental Databases Queried: • Pemberton & Co. CLEAR (corporate affiliations, UBO identification) • Dunmore Enterprises D-U-N-S database (corporate family tree verification) • NYSCEF (Ne