Contract analysis

1. PURPOSE OF ENGAGEMENT AND RETENTION 1.1 The Retaining Firm and Client Calderwood & Harkness LLP ("C&H" or the "Firm") represents Northgate Fiber Americas Inc. ("NFA"), a Delaware corporation (Delaware Division of Corporations File No. 7182934) and a wholly owned subsidiary of Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company incorporated in England and Wales (Companies House Co. No.

2. BACKGROUND OF THE DISPUTE We provide the following summary of the dispute to orient you to the factual and contractual framework within which your expert analysis will take place. This summary is based upon the pleadings, the underlying contract, and related documentation, copies of which are enclosed with this letter for your review. 2.1 The Master Construction Agreement The dispute arises from a Master Construct

3. SCOPE OF EXPERT SERVICES Your engagement encompasses three principal areas of work: (i) rebuttal and critique of Meridian's damages claims, (ii) analysis and quantification of NFA's counterclaim damages, and (iii) additional economic analyses as described below. Each is discussed in turn. 3.1 Rebuttal of Meridian's Damages Claims You are retained to analyze, critique, and rebut the damages theories advanced by Mer

4. COMPENSATION AND BILLING TERMS 4.1 Hourly Rates Expert shall be compensated on an hourly basis at the following rates: The foregoing rates are subject to annual adjustment, effective each January 1, upon not less than 30 days' prior written notice from Expert to C&H. Any rate adjustments shall apply only to services rendered after the effective date of the adjustment. In the event of a rate increase, C&H reserves

5. CONFIDENTIALITY AND PRIVILEGE 5.1 Attorney-Client Privilege and Work Product Protection All communications between Expert and C&H, including but not limited to oral discussions, written correspondence, electronic communications, and the exchange of documents and data, are made in anticipation of litigation and at the direction of counsel, and are intended to be protected by the attorney-client privilege and/or the

6. EXPERT INDEPENDENCE AND DISCLOSURES The integrity and credibility of expert testimony depend upon the independence and objectivity of the expert witness. Accordingly, Expert confirms and represents the following: (a) Neither Professor Gordon Whitfield nor Pinnacle Economics LLC has any financial interest in, ownership stake in, or business relationship with any of the following entities: Northgate Telecommunicatio

7. COORDINATION WITH OTHER EXPERTS AND COUNSEL Expert shall coordinate with Dr. Elinor Chazen of Lakeview Consulting Group LLC, who has been retained as NFA's construction and delay expert pursuant to a separate engagement letter dated October 15, 2024. Dr. Chazen's areas of focus include delay causation analysis, critical path methodology, schedule impact analysis, and the allocation of responsibility for constructi

8. TERM AND TERMINATION This engagement shall commence as of the date of this letter, November 1, 2024, and shall continue until the conclusion of the above-captioned litigation, including any post-trial motions and appeals, unless earlier terminated by either party. Either party may terminate this engagement upon 30 days' prior written notice to the other party, provided that any termination shall be subject to Expe

9. INDEPENDENT CONTRACTOR STATUS Expert is retained as an independent contractor and is not, and shall not be deemed to be, an employee, agent, partner, or joint venturer of C&H, NFA, Northgate, or any affiliated entity. Expert shall have no authority to bind C&H, NFA, Northgate, or any affiliated entity to any obligation, contract, or commitment. Expert is solely responsible for all applicable taxes, including self-

10. GOVERNING LAW This engagement letter and the rights and obligations of the parties hereunder 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.

11. ACCEPTANCE If the terms set forth in this letter are acceptable to you, please indicate your agreement by signing in the space provided below and returning a signed copy of this letter to: Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, New York 10022 Email: jeffrey.park@calderwoodharkness.com A countersigned copy may be returned by hand delivery, overnight courier, or scanned email a