Contract analysis

1. Purpose and Confirmation of Engagement This letter (the "Engagement Letter") confirms that Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Northgate Telecommunications PLC ("Northgate" or "NTP") and its wholly owned United States subsidiary, Northgate Fiber Americas Inc. ("NFA," and together with NTP, the "Client"), to serve as defense counsel in the above-referenced action filed by Meridian I

2. Description of the Matter 2.1 The Verified Complaint On July 15, 2024, Meridian Infrastructure Partners LLC filed a Verified Complaint (the "Complaint") in the Supreme Court of the State of New York, New York County, Commercial Division, asserting claims totaling Two Hundred Million Dollars ($200,000,000) against NFA. Service of process on NFA was effected through the New York Secretary of State on August 5, 2024,

3. Scope of Engagement 3.1 Parties Represented C&H will represent both Northgate Telecommunications PLC and Northgate Fiber Americas Inc. as co-defendants in the above-captioned action. As noted in Section 11 below, C&H has conducted a conflicts analysis and has determined that concurrent representation of NTP and NFA does not present a conflict of interest, as both entities share aligned interests in defending again

4. Staffing and Engagement Team C&H will assign the following attorneys to this matter as the core engagement team: Linda Osei will serve as the Responsible Partner and will exercise overall supervisory authority over the engagement. Ms. Osei will serve as lead trial counsel and will personally handle significant motion practice, key depositions, and strategic decision-making throughout the course of the litigation.

5. Fees — Hourly Rates 5.1 Billing Basis C&H will bill for this engagement on a standard hourly basis. Time will be recorded in increments of one-tenth of an hour (six-minute increments). Each timekeeper will maintain contemporaneous time records describing the work performed. 5.2 Current Hourly Rates The current hourly rates for the engagement team are as follows: These rates reflect the complexity, magnitude, and s

6. Budget Estimate 6.1 Estimated Legal Fees Based on our current understanding of the matter, including the scope of the claims and anticipated counterclaims, the volume of documents expected to be at issue, the number of depositions likely to be required, and the anticipated trial duration, C&H estimates that total legal fees for this engagement through trial will be in the range of $8,500,000 to $11,200,000. This e

7. Disbursements and Expenses In addition to the hourly fees described in Section 5, the Client will be responsible for the reimbursement of reasonable out-of-pocket costs and disbursements incurred by C&H in connection with this engagement. Such costs and disbursements include, but are not limited to: (a) Court filing fees and service of process costs. This includes all fees payable to the New York County Clerk in c

8. Billing and Payment Terms 8.1 Invoicing. C&H will render monthly invoices to the Client. Each invoice will detail the time billed by each timekeeper, including a description of the work performed, the number of hours expended, the applicable hourly rate, and the total fees for each timekeeper for the billing period. Disbursements will be itemized separately. Invoices will be rendered on or about the fifteenth (15t

9. Client Responsibilities 9.1 Cooperation. Northgate and NFA agree to cooperate fully with C&H throughout the course of this engagement. Full cooperation includes, but is not limited to: (a) The timely production of documents, data, and information requested by C&H, including project files, correspondence, financial records, and all other materials relevant to the claims and defenses at issue; (b) Making officers, d

10. Confidentiality and Privilege 10.1 Privileged Communications All communications between C&H and Northgate and NFA in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. Both parties recognize the importance of maintaining these protections and will take reasonable steps to preserve the co

11. Conflicts of Interest 11.1 Conflicts Check C&H has conducted a comprehensive conflicts check in accordance with the Firm's standard procedures and the requirements of the New York Rules of Professional Conduct. The conflicts check was run against the following parties and entities, among others: • Meridian Infrastructure Partners LLC • Ridgepoint Capital Group LP (Meridian's equity sponsor) • Hargrove, Deluca & S

12. Co-Counsel and Other Professionals 12.1 Sole Defense Counsel C&H is serving as sole defense counsel to Northgate and NFA at this time. If at any point during the engagement it becomes necessary or advisable to engage local counsel, co-counsel, or other outside legal professionals (for example, in connection with proceedings in another jurisdiction or specialized legal issues), such engagement will be discussed wi

13. Withdrawal and Termination of Engagement 13.1 Termination by Either Party Either the Client or C&H may terminate this engagement upon thirty (30) days' written notice to the other party. In the event that the termination occurs during the pendency of the litigation, C&H's withdrawal as counsel will be subject to the approval of the Court, as required by applicable rules and the Commercial Division Rules and Guide

14. Limitation of Liability 14.1 Aggregate Cap To the fullest extent permitted by applicable law, C&H's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to C&H for services rendered under this Engagement Letter. This limitation applies to all claims arising out of or relating to C&H's perf

15. Document Retention Upon the conclusion of this engagement, whether by completion of the matter, termination, or otherwise, C&H will retain the Client's files (including both paper and electronic files) in accordance with the Firm's standard document retention policy. Under that policy, client files will be retained for a period of seven (7) years following the conclusion of the engagement, after which C&H may des

16. Governing Law and Dispute Resolution 16.1 Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. 16.2 Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement contemplated herein, including any dispute regarding fees, shal

17. Acceptance and Counterparts 17.1 Acceptance. We respectfully request that you review this Engagement Letter and, if its terms are acceptable, sign and return a copy to confirm Northgate Telecommunications PLC's and Northgate Fiber Americas Inc.'s acceptance of the terms set forth herein. A copy may be returned by email to the undersigned at l.osei@calderwoodharkness.com or by mail to the Firm's address set forth

1. Conflict Check Memorandum — dated August 16, 2024 (enclosed)

2. Litigation Hold Notice — to be prepared and distributed separately by C&H promptly following execution of this Engagement Letter

3. Budget Estimate Memorandum — to be prepared by Priya Anand and provided to the Client within thirty (30) days of the date of this Engagement Letter This Engagement Letter is a privileged and confidential communication between Calderwood & Harkness LLP and its clients, Northgate Telecommunications PLC and Northgate Fiber Americas Inc. It is intended solely for the use of the addressee(s) and should not be disclosed