1022-00005 · Hargrove, Deluca & Stein LLP · Discovery

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

LITIGATION HOLD NOTICE — IMMEDIATE ACTION REQUIRED

DO NOT FORWARD, COPY, OR DISTRIBUTE OUTSIDE OF AUTHORIZED RECIPIENTS

August 21, 2024

FROM: Dominic Hale, General Counsel, Northgate Telecommunications PLC, in coordination with outside counsel Calderwood & Harkness LLP (Linda Osei, Responsible Partner; Jeffrey Park, Lead Associate)

TO: All employees, officers, and directors of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. who may possess relevant documents or electronically stored information ("ESI")

RE: Litigation Hold — Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024

C&H Matter No.: 1022-00005

LITIGATION HOLD NOTICE

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 obligations to preserve documents and electronically stored information ("ESI") that may be relevant to this litigation, and to provide you with specific instructions regarding compliance with those obligations.

On July 15, 2024, Meridian filed a Verified Complaint against NFA, bearing Index No. 654321/2024, asserting claims for breach of contract and breach of the implied covenant of good faith and fair dealing. Meridian's claims total approximately two hundred million dollars ($200,000,000) in alleged damages. Northgate, through NFA, intends to vigorously defend against each and every one of these claims. NFA has asserted counterclaims against Meridian totaling approximately one hundred forty-nine million dollars ($149,000,000).

Calderwood & Harkness LLP ("C&H"), located at 425 Park Avenue, 33rd Floor, New York, NY 10022, has been engaged effective August 19, 2024 to represent both Northgate and NFA in connection with this matter. Linda Osei serves as the Responsible Partner, and Jeffrey Park serves as Lead Associate. All substantive communications concerning this litigation should be coordinated through C&H and the Office of the General Counsel.

Under applicable law — including, without limitation, the New York Civil Practice Law and Rules ("CPLR"), the common law duty to preserve, and applicable rules of professional conduct — Northgate and NFA have an immediate and ongoing legal obligation to preserve all documents and electronically stored information potentially relevant to this litigation. This obligation attaches upon the reasonable anticipation of litigation and continues throughout the pendency of the action and any related appeals. Because the Verified Complaint was filed on July 15, 2024, and because Northgate and NFA reasonably anticipated this litigation as early as April 2024, this preservation obligation is already in full force and effect.

The consequences of failing to preserve relevant materials are severe. Failure to comply with this Litigation Hold may result in court-imposed sanctions against Northgate and NFA, including monetary penalties, adverse inference instructions at trial (which would permit the court or jury to presume that any destroyed or lost materials were unfavorable to our position), preclusion of evidence or defenses, default judgment, or other remedial orders. Additionally, individual employees who fail to preserve relevant materials may face personal liability for spoliation of evidence and internal disciplinary consequences up to and including termination of employment.

This Litigation Hold supersedes any and all existing document retention, destruction, or records management policies with respect to the categories of materials described in this notice. No potentially relevant materials may be deleted, destroyed, discarded, shredded, altered, overwritten, or allowed to be lost, regardless of any scheduled retention period expiration, "clean desk" policy, or other routine practice. If any scheduled destruction or deletion of materials falling within the scope of this hold was pending or imminent, that destruction or deletion must cease immediately.

Your compliance with this Litigation Hold is mandatory and non-negotiable. Please read this entire notice carefully and follow all instructions set forth below.

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 Construction Agreement

The litigation arises from NFA's termination of the Master Construction Agreement (the "MCA"), dated March 15, 2020, between NFA (as Owner) and Meridian (as Contractor). The MCA governed the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable across a seven-state footprint in the northeastern United States, encompassing the states of New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The MCA had a total contract price of one billion two hundred million dollars ($1,200,000,000) and a five-year term. The Notice to Proceed was issued on April 1, 2020, establishing an original completion date of March 31, 2025.

2.2 Performance Issues and Termination

Over the course of Meridian's performance under the MCA, NFA identified persistent and material deficiencies in Meridian's work, including significant schedule delays across multiple milestones, substandard workmanship, and failures to comply with the Northgate Technical Specification NS-FIBER-2020 and other contractual quality requirements. A total of 287 non-conformance reports ("NCRs") were issued by NFA's quality assurance and construction management teams during the course of the project, of which 43 were classified as critical NCRs involving safety hazards, structural deficiencies, or failures that would compromise network performance.

NFA issued Cure Notice No. 1 on January 18, 2024, formally notifying Meridian of multiple material breaches and requiring Meridian to cure the identified deficiencies within the contractually prescribed cure period. Meridian's response was deemed insufficient. NFA subsequently issued Cure Notice No. 2 on February 19, 2024, identifying continuing and additional breaches. Meridian submitted a Corrective Action Plan on March 5, 2024; however, NFA rejected the Corrective Action Plan on March 12, 2024, finding it inadequate to address the scope and severity of the identified deficiencies. On April 1, 2024, NFA issued a Notice of Termination for Cause pursuant to Section 14.1 of the MCA, terminating the MCA based on Meridian's material breach.

At the time of termination, approximately 9,140 of 18,500 route miles (49.4%) had been completed, and NFA had paid Meridian a total of five hundred twelve million seven hundred thousand dollars ($512,700,000) in progress payments.

2.3 Meridian's Claims

Meridian's Verified Complaint asserts the following claims against NFA, totaling approximately $200,000,000:

• Wrongful Termination: $92,400,000 in alleged lost profits and damages arising from what Meridian contends was a wrongful termination for cause, alleging that the termination was pretextual and that the asserted grounds did not constitute material breaches;

• Unpaid Invoices: $16,500,000 in allegedly unpaid progress payment applications for work performed prior to termination;

• Retainage: $56,966,667 in retainage withheld by NFA over the life of the project, which Meridian contends should be released; and

• Consequential Damages: $34,133,333 in alleged consequential damages, including lost business opportunities, demobilization costs, and reputational harm.

2.4 NFA's Counterclaims

NFA has asserted the following counterclaims against Meridian, totaling approximately $149,000,000:

• Liquidated Damages: $49,000,000 in liquidated damages for schedule delays attributable to Meridian across multiple milestones, calculated in accordance with MCA Section 8.4;

• Excess Completion Costs: $81,700,000 representing the difference between the cost of completing the remaining scope of work under the replacement contract with Crestline Construction Group Inc. (executed June 10, 2024, with a contract price of $712,000,000) and the remaining unpaid balance that would have been owed to Meridian under the MCA; and

• Remediation of Defective Work: $18,300,000 in costs incurred and to be incurred to remediate defective work performed by Meridian, including splice repairs, conduit replacement, and restoration of improperly installed aerial cable.

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, NY 10022) who have, or may have, documents or ESI relating to any of the matters described in this notice.

You need not have been directly involved in the day-to-day management of the fiber build-out program to be subject to this hold. If you participated in any discussions, decisions, meetings, or communications relating to the topics identified in this notice — even peripherally — you may possess relevant materials and must comply with the preservation obligations set forth herein.

3.2 Specifically Identified Custodians

The following individuals have been specifically identified as custodians who are known or reasonably believed to possess relevant materials. These individuals must take particular care to identify and preserve all materials within the scope of this hold:

• Sir Malcolm Ashford, Chief Executive Officer, Northgate Telecommunications PLC

• Helena Bright, Chief Financial Officer, Northgate Telecommunications PLC

• Dominic Hale, General Counsel, Northgate Telecommunications PLC

• Dame Catherine Elsworth, Board Chair, Northgate Telecommunications PLC

• Renata Voss, Vice President of US Network Infrastructure, Northgate Fiber Americas Inc.

• Sean Calloway, Director of Construction Management, Northgate Fiber Americas Inc.

In addition to the individuals named above, this hold applies to all NFA employees and personnel involved in any aspect of the fiber build-out program, including but not limited to personnel in the following departments and functional areas:

• Construction Management

• Engineering and Design

• Quality Assurance and Quality Control

• Procurement and Supply Chain

• Finance, Accounting, and Treasury

• Legal and Compliance

• Executive Leadership

• Project Controls and Scheduling

• Permitting and Right-of-Way

• Information Technology (to the extent of system administration and data management for the project)

3.3 Individuals Not Specifically Named

Even if you are not specifically named above, if you believe you have any documents, communications, or ESI that may be potentially relevant to any of the subjects described in this notice, you are subject to this hold and must comply with all preservation obligations described herein. The obligation to preserve extends to anyone who possesses, has custody of, or has control over potentially relevant materials.

3.4 Uncertain Whether You Possess Relevant Materials

If you are uncertain whether you possess relevant materials, or whether particular materials fall within the scope of this hold, you should err on the side of preservation and contact Dominic Hale's office or Calderwood & Harkness LLP immediately for guidance. Contact information is provided in Section 9 of this notice. Do not make unilateral decisions about relevance. When in doubt, preserve.

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 Matter Categories

All documents and ESI relating to, referring to, or concerning any of the following subjects must be preserved:

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 deliberations regarding Change Orders.

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: Maryland, Virginia, and Eastern Pennsylvania (Milestones 9–14; approximately 9,700 route miles)

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, and any other quality assurance or quality control records.

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 reviews, legal analyses, and communications associated with each of these documents.

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, and any other Meridian employees, officers, directors, or agents.

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, forecasts, cost projections, variance reports, board presentations, investment committee materials, and internal memoranda regarding the fiber build-out program, construction costs, project economics, and the financial implications of the decision to terminate the MCA.

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, coverage analyses, and premium or deductible information.

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 following types of documents and ESI must be preserved regardless of where they are stored or in what format they exist:

Electronic Communications:

All emails (including sent items, received items, drafts, deleted items, and archived items), calendar entries and invitations, Northgate Data Systems messages (including channel messages, direct messages, and group chats), Meridian Solutions messages, text messages (SMS and Westmark Software), Meridian Services Inc. messages, signal messages, and communications on any other messaging platform used for business purposes. This includes attachments to all such communications.

Electronic Documents:

Microsoft Word documents, Excel spreadsheets, Northgate Services Inc. presentations, PDF files, project management files (including all Tarrant Data Systems project files, Sundial Health IT files, or files from any equivalent scheduling software), Glenrock Technologies drawings, Bentley microstation files, GIS data and shapefiles, OTDR trace files, database exports, and any other electronic files regardless of format.

Shared Drives and Cloud Storage:

All files stored on network shared drives, Sundial Systems sites, Cobalt Ridge Systems accounts, Hollowell Health IT accounts, box accounts, Larkspur Technologies accounts, or any other cloud-based or network-based storage platforms used by Northgate or NFA, including any project-specific shared workspaces or collaboration sites established for the fiber build-out program.

Enterprise Systems:

Data stored in enterprise resource planning ("ERP") systems, project management information systems ("PMIS"), accounting and financial systems, document management systems ("DMS"), contract management systems, customer relationship management ("CRM") systems, and any other enterprise applications that may contain relevant data.

Physical Documents:

Hard-copy contracts, correspondence, letters, memoranda, field reports, daily logs, NCRs, inspection reports, punch lists, photographs, engineering and construction drawings, as-built drawings, survey plats, hand-written notes, notebooks, and any other tangible documents.

Mobile Devices:

All data on company-issued and personal mobile devices (including smartphones, tablets, and laptops) that have been used for business purposes related to the fiber build-out program or any other subject within the scope of this hold. This includes text messages, photographs, notes applications, and any locally stored files.

Backup Tapes and Archives:

Any backup media, disaster recovery tapes, archived data, or legacy storage media that may contain relevant materials from any point during the relevant time period.

Voicemails:

Both electronic voicemail recordings (including unified messaging voicemails stored in email systems) and traditional voicemail recordings on office phone systems or mobile devices.

Metadata:

All metadata associated with electronic documents and communications must be preserved intact. Do not alter, re-save, convert, print-to-PDF, or otherwise modify files in ways that would change, overwrite, or strip metadata (including but not limited to creation dates, modification dates, author information, revision history, and file properties). If you need to work with a document, create a working copy in a separate location and clearly mark it as such.

4.3 Relevant Time Period

Materials dating from January 1, 2019 (encompassing pre-contract negotiations, the procurement and bidding process, and early project planning) through the present date and continuing until this hold is formally released in writing by Dominic Hale or Calderwood & Harkness LLP must be preserved.

This time period reflects the full arc of the contractual relationship, including pre-contractual discussions, the execution and performance of the MCA, the termination, and its aftermath. This time period may be expanded as the litigation progresses and as additional relevant time frames are identified. You will be notified of any such expansion.

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 policy, "clean desk" policy, or personal organizational habit. If you have documents or files in your recycling bin, deleted items folder, or trash, do not empty those folders. If you have physical documents scheduled for shredding or off-site destruction, stop the process immediately and contact Dominic Hale's office.

Do not alter documents. Do not edit, modify, annotate, redact, or otherwise change any original documents or ESI that fall within the scope of this hold. If you need to work with a document for ongoing business purposes, create a clearly labeled working copy (e.g., "Working Copy — [Date]") and save it in a separate location. The original must remain untouched.

Preserve devices. If you are planning to upgrade, replace, return, donate, or dispose of any computer, laptop, mobile phone, tablet, or other electronic device that has been used for business purposes related to any subject within the scope of this hold, you must contact the IT Department and Dominic Hale's office before taking any action. The device must be preserved in its current state, or its contents must be forensically imaged by IT or the designated e-discovery vendor, before the device may be relinquished.

Disable auto-delete functions. If you have auto-delete settings enabled on your email account (e.g., automatic purging of deleted items after a set number of days), any messaging applications (e.g., disappearing messages on Meridian Services Inc. or Signal), or other systems, disable those settings immediately for all accounts used for business purposes. If you are unsure how to disable auto-delete functions, contact the IT Help Desk immediately for assistance. Do not wait.

Preserve personal devices. If you have used any personal device — including a personal mobile phone, personal tablet, personal laptop, personal email account (e.g., Northgate Software, Cascade Health IT, Ridgeline Technologies), or personal cloud storage account — for any communications or document storage related to the fiber build-out program, the MCA, Meridian, or any other subject listed in Section 4, you must preserve those materials. Do not delete any such communications or files. Contact Dominic Hale's office or C&H promptly for guidance on how collection from personal devices will be handled. Collection from personal devices will be conducted in a manner designed to minimize intrusion into personal, non-business materials.

5.2 IT Department Responsibilities

The Information Technology departments of both Northgate Telecommunications PLC and Northgate Fiber Americas Inc. are hereby directed to take the following actions:

(a) Immediately suspend any routine or scheduled data destruction, recycling, overwriting, or purging processes that might affect materials within the scope of this Litigation Hold. This includes, without limitation, email archiving and deletion schedules, backup tape rotation and recycling, server decommissioning, and any automated deletion rules applied to shared drives or cloud storage.

(b) Ensure that all backup tapes, server images, snapshots, and archived data covering the relevant time period (January 1, 2019 through the present) are identified, sequestered, and preserved. These media must not be overwritten, degaussed, or recycled until the hold is released.

(c) Work cooperatively with C&H's designated e-discovery vendor, Vantage Litigation Support LLC (300 Vesey Street, Suite 600, New York, NY 10282), to facilitate the identification, collection, and preservation of ESI from identified custodians and data sources. IT should respond promptly to all requests from Vantage and should provide access to systems, accounts, and infrastructure as needed to effectuate collection.

(d) Preserve all audit logs, access logs, login records, modification logs, and system event logs for all relevant systems — including email servers, file servers, Aldermere Systems, project management systems, and any other enterprise systems — throughout the duration of the hold period. These logs may be relevant to demonstrating the integrity of preserved materials and the chain of custody.

(e) Implement any technical measures necessary to ensure that the email accounts, shared drives, and other data repositories of identified custodians are protected from deletion, modification, or loss, including placing legal holds on custodian mailboxes within the email and collaboration systems.

5.3 Departing Employees

If any employee, officer, director, consultant, or agent who is subject to this Litigation Hold departs Northgate or NFA for any reason — including resignation, retirement, termination, transfer, or end of a consulting engagement — the following procedures must be followed:

(a) The departing individual's supervisor, HR business partner, or department head must notify Dominic Hale's office and Calderwood & Harkness LLP prior to the individual's departure date, or as soon as practicable if the departure is unexpected.

(b) The departing individual's company-issued devices (including laptops, mobile phones, and tablets) and access credentials must be preserved. Devices must not be wiped, reimaged, reformatted, or reassigned to another employee until IT and/or Vantage Litigation Support LLC have confirmed that all relevant data has been collected and preserved.

(c) The departing individual's email account, shared drive access, cloud storage accounts, and any other data repositories must not be deactivated, deleted, or purged until data collection has been completed and confirmed.

(d) The departing individual must be reminded of their continuing obligation to preserve any relevant materials in their personal possession (including on personal devices and in personal accounts) and must be provided with contact information for Dominic Hale and C&H.

These procedures apply regardless of the circumstances of the departure and regardless of whether the departing individual has been specifically identified as a custodian.

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. Courts take preservation obligations very seriously. If Northgate or NFA fails to preserve relevant evidence, the court may impose sanctions including substantial monetary penalties, adverse inference instructions (which would permit the court or jury to presume that any destroyed, lost, or altered materials were unfavorable to Northgate's and NFA's position in the litigation), preclusion of evidence or defenses, striking of pleadings, or, in extreme cases, entry of default judgment.

(b) Spoliation Liability. Under New York law, the intentional or negligent destruction of relevant evidence may give rise to an independent claim or cause of action for spoliation, or may support the imposition of sanctions and remedial measures by the court.

(c) Internal Disciplinary Action. Any employee who fails to comply with this Litigation Hold, whether through intentional destruction, negligent loss, or willful disregard of preservation instructions, will be subject to internal disciplinary action, which may include written reprimand, suspension, demotion, or termination of employment. Such disciplinary action may be taken in addition to any legal consequences.

Every recipient of this notice is personally responsible for ensuring compliance with the Litigation Hold within their own area of control. If you supervise others, you are responsible for ensuring that your direct reports who possess relevant materials are aware of this hold and are complying with it. If you become aware that any person is not complying with this Litigation Hold, or that relevant materials are at risk of destruction or loss, you must immediately notify Dominic Hale or Calderwood & Harkness LLP.

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 this notice — that is, by no later than August 28, 2024.

By completing the Acknowledgment Form, you will confirm that you:

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 have not returned the form by August 28, 2024, you will be contacted by Dominic Hale's office.

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 the hold.

The scope of this Litigation Hold may be modified or expanded as the litigation progresses, as discovery requests are served, and as additional issues or relevant subject matters are identified. You will be notified in writing of any changes to the scope of the hold.

Periodic reminders of this Litigation Hold will be circulated at regular intervals. However, the obligation to preserve is continuous and does not depend on receiving reminders. The absence of a reminder does not diminish or suspend your obligations. You must remain vigilant in preserving relevant materials at all times during the pendency of the hold.

If you change roles, departments, or office locations within Northgate or NFA, your preservation obligations travel with you. Before transitioning out of a role or office, you must ensure that any relevant materials in your prior workspace — including physical files, local electronic files, and shared drive access — are preserved and not discarded or lost in the transition. Notify Dominic Hale's office of any such change so that appropriate steps can be taken.

If you become aware of new documents or ESI that were not previously identified but that fall within the scope of this hold — for example, if you locate old files, receive forwarded emails, or recall the existence of materials stored in a location you had not previously considered — you must preserve those materials immediately and notify Dominic Hale or C&H.

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

Phone: +44 20 7946 0112 / +1 212 554 7200

London Office: 14 Cavendish Square, London W1G 0BX, United Kingdom New York Office: 600 Lexington Avenue, 28th Floor, New York, NY 10022

Jeffrey Park Lead Associate, Calderwood & Harkness LLP

Email: jpark@calderwoodharkness.com

Phone: +1 212 891 4500

Office: 425 Park Avenue, 33rd Floor, New York, NY 10022

Yuki Nakamura Working Associate, Calderwood & Harkness LLP

Email: ynakamura@calderwoodharkness.com

Phone: +1 212 891 4517

Office: 425 Park Avenue, 33rd Floor, New York, NY 10022

Do not attempt to determine relevance or privilege on your own. If you are uncertain whether a document, communication, or other material falls within the scope of this hold, the safest course of action is to preserve it and seek guidance from Dominic Hale or C&H. It is far better to over-preserve than to risk the loss of potentially relevant evidence.

Do not wait until you are contacted to take action. Your preservation obligations are effective immediately and require your prompt attention.

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, screenshot, or discuss this notice — or any of its contents — with anyone outside of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. personnel, except with Calderwood & Harkness LLP. Unauthorized disclosure of this notice or its contents could constitute a waiver of the attorney-client privilege and could be detrimental to Northgate's and NFA's legal position.

In particular, do not share this notice or its contents with any representative of:

• Meridian Infrastructure Partners LLC or any of its affiliates, officers, employees, or agents

• Ridgepoint Capital Group LP (Meridian's equity sponsor)

• Crestline Construction Group Inc. (the replacement contractor)

• Ironclad Surety Group Inc. (the surety)

• Any media outlet, journalist, or industry publication

• Any other third party not authorized by Dominic Hale or Calderwood & Harkness LLP

If you receive an inquiry from any outside party — including opposing counsel, regulators, journalists, or other third parties — regarding the litigation, document preservation, or any related subject, do not respond to the inquiry. Instead, refer the inquiry immediately to Dominic Hale at the contact information provided above. Similarly, if you are approached by any representative of Meridian or its counsel seeking information or documents, do not provide anything and notify Dominic Hale and C&H immediately.

APPENDIX A

LITIGATION HOLD ACKNOWLEDGMENT FORM

Re: Litigation Hold — Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024

Please complete all fields below and return this signed form to Dominic Hale's office by no later than August 28, 2024. Alternatively, you may complete the electronic acknowledgment via the secure link distributed by the IT Department.

Acknowledgment Statement:

I acknowledge that I have received and read the Litigation Hold Notice dated August 21, 2024 regarding Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024. I understand my obligations to preserve all documents and electronically stored information ("ESI") as described in the notice. I will comply with all preservation instructions set forth in the notice. I will immediately notify Dominic Hale, General Counsel, Northgate Telecommunications PLC, or Calderwood & Harkness LLP if I have any questions about my obligations, if I discover additional relevant materials, or if I become aware of any potential breach of the Litigation Hold.

Signature: ________

Printed Name: ________

Date: ________

Return Instructions:

Please return this completed and signed form to:

Dominic Hale General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 28th Floor New York, NY 10022

Email: d.hale@northgate-telecom.com

This form must be received by no later than August 28, 2024.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Calderwood & Harkness LLP — Matter No. 1022-00005

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
LITIGATION HOLD NOTICE — IMMEDIATE ACTION REQUIRED
DO NOT FORWARD, COPY, OR DISTRIBUTE OUTSIDE OF AUTHORIZED RECIPIENTS
August 21, 2024
FROM: Dominic Hale, General Counsel, Northgate Telecommunications PLC, in coordination with outside counsel Calderwood & Harkness LLP (Linda Osei, Responsible Partner; Jeffrey Park, Lead Associate)
TO: All employees, officers, and directors of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. who may possess relevant documents or electronically stored information ("ESI")
RE: Litigation Hold — Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024
C&H Matter No.: 1022-00005
LITIGATION HOLD NOTICE
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 obligations to preserve documents and electronically stored information ("ESI") that may be relevant to this litigation, and to provide you with specific instructions regarding compliance with those obligations.
On July 15, 2024, Meridian filed a Verified Complaint against NFA, bearing Index No. 654321/2024, asserting claims for breach of contract and breach of the implied covenant of good faith and fair dealing. Meridian's claims total approximately two hundred million dollars ($200,000,000) in alleged damages. Northgate, through NFA, intends to vigorously defend against each and every one of these claims. NFA has asserted counterclaims against Meridian totaling approximately one hundred forty-nine million dollars ($149,000,000).
Calderwood & Harkness LLP ("C&H"), located at 425 Park Avenue, 33rd Floor, New York, NY 10022, has been engaged effective August 19, 2024 to represent both Northgate and NFA in connection with this matter. Linda Osei serves as the Responsible Partner, and Jeffrey Park serves as Lead Associate. All substantive communications concerning this litigation should be coordinated through C&H and the Office of the General Counsel.
Under applicable law — including, without limitation, the New York Civil Practice Law and Rules ("CPLR"), the common law duty to preserve, and applicable rules of professional conduct — Northgate and NFA have an immediate and ongoing legal obligation to preserve all documents and electronically stored information potentially relevant to this litigation. This obligation attaches upon the reasonable anticipation of litigation and continues throughout the pendency of the action and any related appeals. Because the Verified Complaint was filed on July 15, 2024, and because Northgate and NFA reasonably anticipated this litigation as early as April 2024, this preservation obligation is already in full force and effect.
The consequences of failing to preserve relevant materials are severe. Failure to comply with this Litigation Hold may result in court-imposed sanctions against Northgate and NFA, including monetary penalties, adverse inference instructions at trial (which would permit the court or jury to presume that any destroyed or lost materials were unfavorable to our position), preclusion of evidence or defenses, default judgment, or other remedial orders. Additionally, individual employees who fail to preserve relevant materials may face personal liability for spoliation of evidence and internal disciplinary consequences up to and including termination of employment.
This Litigation Hold supersedes any and all existing document retention, destruction, or records management policies with respect to the categories of materials described in this notice. No potentially relevant materials may be deleted, destroyed, discarded, shredded, altered, overwritten, or allowed to be lost, regardless of any scheduled retention period expiration, "clean desk" policy, or other routine practice. If any scheduled destruction or deletion of materials falling within the scope of this hold was pending or imminent, that destruction or deletion must cease immediately.
Your compliance with this Litigation Hold is mandatory and non-negotiable. Please read this entire notice carefully and follow all instructions set forth below.
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 Construction Agreement
The litigation arises from NFA's termination of the Master Construction Agreement (the "MCA"), dated March 15, 2020, between NFA (as Owner) and Meridian (as Contractor). The MCA governed the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable across a seven-state footprint in the northeastern United States, encompassing the states of New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The MCA had a total contract price of one billion two hundred million dollars ($1,200,000,000) and a five-year term. The Notice to Proceed was issued on April 1, 2020, establishing an original completion date of March 31, 2025.
2.2 Performance Issues and Termination
Over the course of Meridian's performance under the MCA, NFA identified persistent and material deficiencies in Meridian's work, including significant schedule delays across multiple milestones, substandard workmanship, and failures to comply with the Northgate Technical Specification NS-FIBER-2020 and other contractual quality requirements. A total of 287 non-conformance reports ("NCRs") were issued by NFA's quality assurance and construction management teams during the course of the project, of which 43 were classified as critical NCRs involving safety hazards, structural deficiencies, or failures that would compromise network performance.
NFA issued Cure Notice No. 1 on January 18, 2024, formally notifying Meridian of multiple material breaches and requiring Meridian to cure the identified deficiencies within the contractually prescribed cure period. Meridian's response was deemed insufficient. NFA subsequently issued Cure Notice No. 2 on February 19, 2024, identifying continuing and additional breaches. Meridian submitted a Corrective Action Plan on March 5, 2024; however, NFA rejected the Corrective Action Plan on March 12, 2024, finding it inadequate to address the scope and severity of the identified deficiencies. On April 1, 2024, NFA issued a Notice of Termination for Cause pursuant to Section 14.1 of the MCA, terminating the MCA based on Meridian's material breach.
At the time of termination, approximately 9,140 of 18,500 route miles (49.4%) had been completed, and NFA had paid Meridian a total of five hundred twelve million seven hundred thousand dollars ($512,700,000) in progress payments.
2.3 Meridian's Claims
Meridian's Verified Complaint asserts the following claims against NFA, totaling approximately $200,000,000:
•  Wrongful Termination: $92,400,000 in alleged lost profits and damages arising from what Meridian contends was a wrongful termination for cause, alleging that the termination was pretextual and that the asserted grounds did not constitute material breaches;
•  Unpaid Invoices: $16,500,000 in allegedly unpaid progress payment applications for work performed prior to termination;
•  Retainage: $56,966,667 in retainage withheld by NFA over the life of the project, which Meridian contends should be released; and
•  Consequential Damages: $34,133,333 in alleged consequential damages, including lost business opportunities, demobilization costs, and reputational harm.
2.4 NFA's Counterclaims
NFA has asserted the following counterclaims against Meridian, totaling approximately $149,000,000:
•  Liquidated Damages: $49,000,000 in liquidated damages for schedule delays attributable to Meridian across multiple milestones, calculated in accordance with MCA Section 8.4;
•  Excess Completion Costs: $81,700,000 representing the difference between the cost of completing the remaining scope of work under the replacement contract with Crestline Construction Group Inc. (executed June 10, 2024, with a contract price of $712,000,000) and the remaining unpaid balance that would have been owed to Meridian under the MCA; and
•  Remediation of Defective Work: $18,300,000 in costs incurred and to be incurred to remediate defective work performed by Meridian, including splice repairs, conduit replacement, and restoration of improperly installed aerial cable.
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, NY 10022) who have, or may have, documents or ESI relating to any of the matters described in this notice.
You need not have been directly involved in the day-to-day management of the fiber build-out program to be subject to this hold. If you participated in any discussions, decisions, meetings, or communications relating to the topics identified in this notice — even peripherally — you may possess relevant materials and must comply with the preservation obligations set forth herein.
3.2 Specifically Identified Custodians
The following individuals have been specifically identified as custodians who are known or reasonably believed to possess relevant materials. These individuals must take particular care to identify and preserve all materials within the scope of this hold:
•  Sir Malcolm Ashford, Chief Executive Officer, Northgate Telecommunications PLC
•  Helena Bright, Chief Financial Officer, Northgate Telecommunications PLC
•  Dominic Hale, General Counsel, Northgate Telecommunications PLC
•  Dame Catherine Elsworth, Board Chair, Northgate Telecommunications PLC
•  Renata Voss, Vice President of US Network Infrastructure, Northgate Fiber Americas Inc.
•  Sean Calloway, Director of Construction Management, Northgate Fiber Americas Inc.
In addition to the individuals named above, this hold applies to all NFA employees and personnel involved in any aspect of the fiber build-out program, including but not limited to personnel in the following departments and functional areas:
•  Construction Management
•  Engineering and Design
•  Quality Assurance and Quality Control
•  Procurement and Supply Chain
•  Finance, Accounting, and Treasury
•  Legal and Compliance
•  Executive Leadership
•  Project Controls and Scheduling
•  Permitting and Right-of-Way
•  Information Technology (to the extent of system administration and data management for the project)
3.3 Individuals Not Specifically Named
Even if you are not specifically named above, if you believe you have any documents, communications, or ESI that may be potentially relevant to any of the subjects described in this notice, you are subject to this hold and must comply with all preservation obligations described herein. The obligation to preserve extends to anyone who possesses, has custody of, or has control over potentially relevant materials.
3.4 Uncertain Whether You Possess Relevant Materials
If you are uncertain whether you possess relevant materials, or whether particular materials fall within the scope of this hold, you should err on the side of preservation and contact Dominic Hale's office or Calderwood & Harkness LLP immediately for guidance. Contact information is provided in Section 9 of this notice. Do not make unilateral decisions about relevance. When in doubt, preserve.
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 Matter Categories
All documents and ESI relating to, referring to, or concerning any of the following subjects must be preserved:
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 deliberations regarding Change Orders.
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: Maryland, Virginia, and Eastern Pennsylvania (Milestones 9–14; approximately 9,700 route miles)
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, and any other quality assurance or quality control records.
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 reviews, legal analyses, and communications associated with each of these documents.
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, and any other Meridian employees, officers, directors, or agents.
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, forecasts, cost projections, variance reports, board presentations, investment committee materials, and internal memoranda regarding the fiber build-out program, construction costs, project economics, and the financial implications of the decision to terminate the MCA.
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, coverage analyses, and premium or deductible information.
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 following types of documents and ESI must be preserved regardless of where they are stored or in what format they exist:
Electronic Communications:
All emails (including sent items, received items, drafts, deleted items, and archived items), calendar entries and invitations, Northgate Data Systems messages (including channel messages, direct messages, and group chats), Meridian Solutions messages, text messages (SMS and Westmark Software), Meridian Services Inc. messages, signal messages, and communications on any other messaging platform used for business purposes. This includes attachments to all such communications.
Electronic Documents:
Microsoft Word documents, Excel spreadsheets, Northgate Services Inc. presentations, PDF files, project management files (including all Tarrant Data Systems project files, Sundial Health IT files, or files from any equivalent scheduling software), Glenrock Technologies drawings, Bentley microstation files, GIS data and shapefiles, OTDR trace files, database exports, and any other electronic files regardless of format.
Shared Drives and Cloud Storage:
All files stored on network shared drives, Sundial Systems sites, Cobalt Ridge Systems accounts, Hollowell Health IT accounts, box accounts, Larkspur Technologies accounts, or any other cloud-based or network-based storage platforms used by Northgate or NFA, including any project-specific shared workspaces or collaboration sites established for the fiber build-out program.
Enterprise Systems:
Data stored in enterprise resource planning ("ERP") systems, project management information systems ("PMIS"), accounting and financial systems, document management systems ("DMS"), contract management systems, customer relationship management ("CRM") systems, and any other enterprise applications that may contain relevant data.
Physical Documents:
Hard-copy contracts, correspondence, letters, memoranda, field reports, daily logs, NCRs, inspection reports, punch lists, photographs, engineering and construction drawings, as-built drawings, survey plats, hand-written notes, notebooks, and any other tangible documents.
Mobile Devices:
All data on company-issued and personal mobile devices (including smartphones, tablets, and laptops) that have been used for business purposes related to the fiber build-out program or any other subject within the scope of this hold. This includes text messages, photographs, notes applications, and any locally stored files.
Backup Tapes and Archives:
Any backup media, disaster recovery tapes, archived data, or legacy storage media that may contain relevant materials from any point during the relevant time period.
Voicemails:
Both electronic voicemail recordings (including unified messaging voicemails stored in email systems) and traditional voicemail recordings on office phone systems or mobile devices.
Metadata:
All metadata associated with electronic documents and communications must be preserved intact. Do not alter, re-save, convert, print-to-PDF, or otherwise modify files in ways that would change, overwrite, or strip metadata (including but not limited to creation dates, modification dates, author information, revision history, and file properties). If you need to work with a document, create a working copy in a separate location and clearly mark it as such.
4.3 Relevant Time Period
Materials dating from January 1, 2019 (encompassing pre-contract negotiations, the procurement and bidding process, and early project planning) through the present date and continuing until this hold is formally released in writing by Dominic Hale or Calderwood & Harkness LLP must be preserved.
This time period reflects the full arc of the contractual relationship, including pre-contractual discussions, the execution and performance of the MCA, the termination, and its aftermath. This time period may be expanded as the litigation progresses and as additional relevant time frames are identified. You will be notified of any such expansion.
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 policy, "clean desk" policy, or personal organizational habit. If you have documents or files in your recycling bin, deleted items folder, or trash, do not empty those folders. If you have physical documents scheduled for shredding or off-site destruction, stop the process immediately and contact Dominic Hale's office.
Do not alter documents. Do not edit, modify, annotate, redact, or otherwise change any original documents or ESI that fall within the scope of this hold. If you need to work with a document for ongoing business purposes, create a clearly labeled working copy (e.g., "Working Copy — [Date]") and save it in a separate location. The original must remain untouched.
Preserve devices. If you are planning to upgrade, replace, return, donate, or dispose of any computer, laptop, mobile phone, tablet, or other electronic device that has been used for business purposes related to any subject within the scope of this hold, you must contact the IT Department and Dominic Hale's office before taking any action. The device must be preserved in its current state, or its contents must be forensically imaged by IT or the designated e-discovery vendor, before the device may be relinquished.
Disable auto-delete functions. If you have auto-delete settings enabled on your email account (e.g., automatic purging of deleted items after a set number of days), any messaging applications (e.g., disappearing messages on Meridian Services Inc. or Signal), or other systems, disable those settings immediately for all accounts used for business purposes. If you are unsure how to disable auto-delete functions, contact the IT Help Desk immediately for assistance. Do not wait.
Preserve personal devices. If you have used any personal device — including a personal mobile phone, personal tablet, personal laptop, personal email account (e.g., Northgate Software, Cascade Health IT, Ridgeline Technologies), or personal cloud storage account — for any communications or document storage related to the fiber build-out program, the MCA, Meridian, or any other subject listed in Section 4, you must preserve those materials. Do not delete any such communications or files. Contact Dominic Hale's office or C&H promptly for guidance on how collection from personal devices will be handled. Collection from personal devices will be conducted in a manner designed to minimize intrusion into personal, non-business materials.
5.2 IT Department Responsibilities
The Information Technology departments of both Northgate Telecommunications PLC and Northgate Fiber Americas Inc. are hereby directed to take the following actions:
(a) Immediately suspend any routine or scheduled data destruction, recycling, overwriting, or purging processes that might affect materials within the scope of this Litigation Hold. This includes, without limitation, email archiving and deletion schedules, backup tape rotation and recycling, server decommissioning, and any automated deletion rules applied to shared drives or cloud storage.
(b) Ensure that all backup tapes, server images, snapshots, and archived data covering the relevant time period (January 1, 2019 through the present) are identified, sequestered, and preserved. These media must not be overwritten, degaussed, or recycled until the hold is released.
(c) Work cooperatively with C&H's designated e-discovery vendor, Vantage Litigation Support LLC (300 Vesey Street, Suite 600, New York, NY 10282), to facilitate the identification, collection, and preservation of ESI from identified custodians and data sources. IT should respond promptly to all requests from Vantage and should provide access to systems, accounts, and infrastructure as needed to effectuate collection.
(d) Preserve all audit logs, access logs, login records, modification logs, and system event logs for all relevant systems — including email servers, file servers, Aldermere Systems, project management systems, and any other enterprise systems — throughout the duration of the hold period. These logs may be relevant to demonstrating the integrity of preserved materials and the chain of custody.
(e) Implement any technical measures necessary to ensure that the email accounts, shared drives, and other data repositories of identified custodians are protected from deletion, modification, or loss, including placing legal holds on custodian mailboxes within the email and collaboration systems.
5.3 Departing Employees
If any employee, officer, director, consultant, or agent who is subject to this Litigation Hold departs Northgate or NFA for any reason — including resignation, retirement, termination, transfer, or end of a consulting engagement — the following procedures must be followed:
(a) The departing individual's supervisor, HR business partner, or department head must notify Dominic Hale's office and Calderwood & Harkness LLP prior to the individual's departure date, or as soon as practicable if the departure is unexpected.
(b) The departing individual's company-issued devices (including laptops, mobile phones, and tablets) and access credentials must be preserved. Devices must not be wiped, reimaged, reformatted, or reassigned to another employee until IT and/or Vantage Litigation Support LLC have confirmed that all relevant data has been collected and preserved.
(c) The departing individual's email account, shared drive access, cloud storage accounts, and any other data repositories must not be deactivated, deleted, or purged until data collection has been completed and confirmed.
(d) The departing individual must be reminded of their continuing obligation to preserve any relevant materials in their personal possession (including on personal devices and in personal accounts) and must be provided with contact information for Dominic Hale and C&H.
These procedures apply regardless of the circumstances of the departure and regardless of whether the departing individual has been specifically identified as a custodian.
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. Courts take preservation obligations very seriously. If Northgate or NFA fails to preserve relevant evidence, the court may impose sanctions including substantial monetary penalties, adverse inference instructions (which would permit the court or jury to presume that any destroyed, lost, or altered materials were unfavorable to Northgate's and NFA's position in the litigation), preclusion of evidence or defenses, striking of pleadings, or, in extreme cases, entry of default judgment.
(b) Spoliation Liability. Under New York law, the intentional or negligent destruction of relevant evidence may give rise to an independent claim or cause of action for spoliation, or may support the imposition of sanctions and remedial measures by the court.
(c) Internal Disciplinary Action. Any employee who fails to comply with this Litigation Hold, whether through intentional destruction, negligent loss, or willful disregard of preservation instructions, will be subject to internal disciplinary action, which may include written reprimand, suspension, demotion, or termination of employment. Such disciplinary action may be taken in addition to any legal consequences.
Every recipient of this notice is personally responsible for ensuring compliance with the Litigation Hold within their own area of control. If you supervise others, you are responsible for ensuring that your direct reports who possess relevant materials are aware of this hold and are complying with it. If you become aware that any person is not complying with this Litigation Hold, or that relevant materials are at risk of destruction or loss, you must immediately notify Dominic Hale or Calderwood & Harkness LLP.
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 this notice — that is, by no later than August 28, 2024.
By completing the Acknowledgment Form, you will confirm that you:
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 have not returned the form by August 28, 2024, you will be contacted by Dominic Hale's office.
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 the hold.
The scope of this Litigation Hold may be modified or expanded as the litigation progresses, as discovery requests are served, and as additional issues or relevant subject matters are identified. You will be notified in writing of any changes to the scope of the hold.
Periodic reminders of this Litigation Hold will be circulated at regular intervals. However, the obligation to preserve is continuous and does not depend on receiving reminders. The absence of a reminder does not diminish or suspend your obligations. You must remain vigilant in preserving relevant materials at all times during the pendency of the hold.
If you change roles, departments, or office locations within Northgate or NFA, your preservation obligations travel with you. Before transitioning out of a role or office, you must ensure that any relevant materials in your prior workspace — including physical files, local electronic files, and shared drive access — are preserved and not discarded or lost in the transition. Notify Dominic Hale's office of any such change so that appropriate steps can be taken.
If you become aware of new documents or ESI that were not previously identified but that fall within the scope of this hold — for example, if you locate old files, receive forwarded emails, or recall the existence of materials stored in a location you had not previously considered — you must preserve those materials immediately and notify Dominic Hale or C&H.
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
Phone: +44 20 7946 0112 / +1 212 554 7200
London Office: 14 Cavendish Square, London W1G 0BX, United Kingdom New York Office: 600 Lexington Avenue, 28th Floor, New York, NY 10022
Jeffrey Park Lead Associate, Calderwood & Harkness LLP
Email: jpark@calderwoodharkness.com
Phone: +1 212 891 4500
Office: 425 Park Avenue, 33rd Floor, New York, NY 10022
Yuki Nakamura Working Associate, Calderwood & Harkness LLP
Email: ynakamura@calderwoodharkness.com
Phone: +1 212 891 4517
Office: 425 Park Avenue, 33rd Floor, New York, NY 10022
Do not attempt to determine relevance or privilege on your own. If you are uncertain whether a document, communication, or other material falls within the scope of this hold, the safest course of action is to preserve it and seek guidance from Dominic Hale or C&H. It is far better to over-preserve than to risk the loss of potentially relevant evidence.
Do not wait until you are contacted to take action. Your preservation obligations are effective immediately and require your prompt attention.
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, screenshot, or discuss this notice — or any of its contents — with anyone outside of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. personnel, except with Calderwood & Harkness LLP. Unauthorized disclosure of this notice or its contents could constitute a waiver of the attorney-client privilege and could be detrimental to Northgate's and NFA's legal position.
In particular, do not share this notice or its contents with any representative of:
•  Meridian Infrastructure Partners LLC or any of its affiliates, officers, employees, or agents
•  Ridgepoint Capital Group LP (Meridian's equity sponsor)
•  Crestline Construction Group Inc. (the replacement contractor)
•  Ironclad Surety Group Inc. (the surety)
•  Any media outlet, journalist, or industry publication
•  Any other third party not authorized by Dominic Hale or Calderwood & Harkness LLP
If you receive an inquiry from any outside party — including opposing counsel, regulators, journalists, or other third parties — regarding the litigation, document preservation, or any related subject, do not respond to the inquiry. Instead, refer the inquiry immediately to Dominic Hale at the contact information provided above. Similarly, if you are approached by any representative of Meridian or its counsel seeking information or documents, do not provide anything and notify Dominic Hale and C&H immediately.
APPENDIX A
LITIGATION HOLD ACKNOWLEDGMENT FORM
Re: Litigation Hold — Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024
Please complete all fields below and return this signed form to Dominic Hale's office by no later than August 28, 2024. Alternatively, you may complete the electronic acknowledgment via the secure link distributed by the IT Department.
Acknowledgment Statement:
I acknowledge that I have received and read the Litigation Hold Notice dated August 21, 2024 regarding Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024. I understand my obligations to preserve all documents and electronically stored information ("ESI") as described in the notice. I will comply with all preservation instructions set forth in the notice. I will immediately notify Dominic Hale, General Counsel, Northgate Telecommunications PLC, or Calderwood & Harkness LLP if I have any questions about my obligations, if I discover additional relevant materials, or if I become aware of any potential breach of the Litigation Hold.
Signature: ________
Printed Name: ________
Date: ________
Return Instructions:
Please return this completed and signed form to:
Dominic Hale General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 28th Floor New York, NY 10022
Email: d.hale@northgate-telecom.com
This form must be received by no later than August 28, 2024.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Calderwood & Harkness LLP — Matter No. 1022-00005
Field | Response
Full Name:
Title / Position:
Department:
Entity: | Northgate Telecommunications PLC  Northgate Fiber Americas Inc.
Office Location:

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

DO NOT FORWARD, COPY, OR DISTRIBUTE OUTSIDE OF AUTHORIZED RECIPIENTS

LITIGATION HOLD NOTICE

APPENDIX A

LITIGATION HOLD ACKNOWLEDGMENT FORM

Record

Parties

Dates

Amounts