engagement-letter-northgate.docx

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

engagement-letter-northgate.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Counselors at Law 425 Park Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 555-7100 Facsimile: (212) 555-7101 www.calderwoodharkness.com

August 19, 2024

Dominic Hale, Esq. General Counsel Northgate Telecommunications PLC 14 Cavendish Square London W1G 0BX United Kingdom

Copy to: Northgate Fiber Americas Inc. 600 Lexington Avenue, 28th Floor New York, NY 10022

Attn: Office of the General Counsel

Re: Engagement of Calderwood & Harkness LLP — Defense of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. in *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

Dear Dominic:

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 Infrastructure Partners LLC ("Meridian"). This engagement is effective as of August 19, 2024.

This engagement follows the discussions between the undersigned, Linda Osei, and you, Dominic Hale, General Counsel of Northgate Telecommunications PLC, on July 30, August 2, August 8, and August 14, 2024, during which we reviewed the claims asserted against NFA, evaluated the strengths and risks of Northgate's position, and discussed the framework for C&H's involvement in the defense. We appreciate the confidence you and the Northgate Board of Directors have placed in the Firm and look forward to providing the vigorous and effective representation this matter demands.

For the avoidance of doubt, NFA is a Delaware corporation (File No. 7182934) and is the contracting entity under the Master Construction Agreement ("MCA") dated March 15, 2020, between NFA (as Owner) and Meridian (as Contractor). NFA is named as the sole defendant in the Verified Complaint, although given that NTP is the ultimate parent company of NFA and bears responsibility for the strategic direction of the fiber build-out program throughout the northeastern United States, both NTP and NFA have engaged C&H in this matter to ensure comprehensive and coordinated representation.

The terms and conditions set forth in this Engagement Letter govern the relationship between C&H and the Client and supersede any prior oral or written understandings relating to the subject matter hereof.

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, and the time for NFA to respond to the Complaint will expire on or about September 4, 2024, absent any extension by stipulation or court order. C&H intends to file a stipulation extending NFA's time to answer to September 30, 2024, and will confer with Meridian's counsel to obtain their consent.

The matter is currently pending before the Honorable Eleanor M. Ricci, Justice of the Supreme Court, in Part 49 of the Commercial Division, located at 60 Centre Street, New York, New York 10007. An initial Preliminary Conference has not yet been scheduled but is anticipated for October or November 2024.

2.2 Summary of Claims

Meridian's Complaint asserts four causes of action against NFA:

(a) First Cause of Action — Breach of Contract (Wrongful Termination). Meridian alleges that Northgate's termination of the MCA on April 1, 2024, purportedly for cause under Section 14.1 of the MCA, was wrongful, pretextual, and without basis, and seeks damages arising from lost profits and consequential losses in an amount to be determined at trial, but stated in the aggregate as part of the total $200 million claim.

(b) Second Cause of Action — Breach of Contract (Unpaid Invoices). Meridian alleges that NFA failed and refused to pay outstanding invoices totaling Sixteen Million Five Hundred Thousand Dollars ($16,500,000) for work performed under the MCA between January 1, 2024, and the termination date.

(c) Third Cause of Action — Breach of Contract (Wrongful Withholding of Retainage). Meridian alleges that NFA is wrongfully withholding retainage amounts totaling approximately Fifty-Six Million Nine Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($56,966,667) accumulated over the duration of the MCA, which Meridian contends became due and payable upon termination.

(d) Fourth Cause of Action — Breach of the Implied Covenant of Good Faith and Fair Dealing. Meridian alleges that NFA acted in bad faith in connection with its administration of the MCA and its termination decision, and seeks damages in the amount of Thirty-Four Million One Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($34,133,333).

2.3 Meridian's Core Allegations

The core of Meridian's case is its contention that Northgate's termination of the MCA on April 1, 2024, under Section 14.1 (Termination for Cause) was pretextual. Meridian contends that NFA's stated grounds for termination — schedule delays, substandard workmanship, and failure to achieve milestone deliverables — were either fabricated, exaggerated, or the result of NFA's own conduct, including alleged scope changes, design modifications, and interference with Meridian's work. Meridian further alleges that the true motivation for the termination was NFA's desire to engage a replacement contractor at lower rates following a shift in market conditions in the fiber construction industry.

2.4 Northgate's Position

Based on our preliminary review of the facts, correspondence, and project documentation provided to date, Northgate's position — which C&H believes is well-supported and defensible — is as follows:

The termination of the MCA on April 1, 2024, was fully justified by Meridian's persistent and material breaches of the agreement. Specifically, Meridian failed to maintain the contractual schedule, resulting in cumulative delays of approximately 247 calendar days across multiple work segments. Meridian's workmanship was substandard, as evidenced by the issuance of 287 non-conformance reports ("NCRs") by NFA's quality assurance team, of which 43 were classified as critical under the MCA's quality management program. Additionally, Meridian failed to achieve critical milestone deliverables as set forth in Exhibit C to the MCA, including Milestones 7 through 12, covering the Connecticut and New Jersey deployment phases.

NFA issued formal cure notices on November 15, 2023, and January 22, 2024, consistent with the requirements of Section 14.1(b) of the MCA. Meridian failed to cure the identified deficiencies within the contractual cure periods, thereby entitling NFA to terminate for cause.

2.5 Affirmative Defenses and Counterclaims

Northgate intends to assert affirmative defenses and to file counterclaims against Meridian. The anticipated counterclaims include, but are not limited to:

(i) Liquidated damages for schedule delays pursuant to Section 8.4 of the MCA, in an amount to be determined following expert analysis but estimated at approximately $37,000,000;

(ii) Excess completion costs arising from the engagement of the replacement contractor, Crestline Construction Group Inc. ("Crestline"), to complete the remaining scope of work under the MCA, estimated at approximately $68,000,000 in excess costs above the original MCA contract price;

(iii) Remediation costs for defective work performed by Meridian that required correction or replacement, estimated at approximately $44,000,000;

totaling approximately $149,000,000 in affirmative counterclaims against Meridian. These figures are preliminary and will be refined as expert analysis progresses and additional project documentation is reviewed.

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 against Meridian's claims and asserting counterclaims.

3.2 Scope of Work

The scope of this engagement encompasses all aspects of the defense of the litigation through trial and any post-trial proceedings, including the following:

(a) Pre-Answer Investigation and Responsive Pleadings. C&H will conduct a thorough pre-answer investigation, including review of the MCA, all project correspondence, NCRs, cure notices, termination notice, invoicing records, and all related documentation. Based on this review, C&H will prepare and file the Answer with Affirmative Defenses and Counterclaims on behalf of NFA.

(b) Fact and Expert discovery. C&H will manage all aspects of fact and expert discovery, including the collection, review, and production of documents and electronically stored information ("ESI"); the preparation and service of interrogatories and requests for admission; the preparation and service of document demands on Meridian and, as necessary, third-party subpoenas to relevant non-parties; and the defense and taking of depositions of fact and expert witnesses.

(c) Expert Witness Retention and Coordination. C&H will assist in the retention and coordination of expert witnesses, including a construction and delay expert and a damages expert, as further described in Section 6 below. C&H will work closely with the retained experts to develop affirmative expert reports and to prepare rebuttal reports in response to Meridian's experts.

(d) Motion Practice. C&H will handle all motion practice in the case, including any dispositive motions (e.g., summary judgment motions), discovery-related motions (e.g., motions to compel, motions for protective orders), and motions in limine in advance of trial.

(e) Trial Preparation and Trial. C&H will prepare the case for trial and serve as trial counsel. Based on the current Commercial Division scheduling guidelines and our discussions with Chambers, we anticipate a six-week trial window commencing in or around November 2025. Trial preparation will include preparation of witnesses, including fact witnesses and experts; preparation of trial exhibits and demonstratives; drafting of pre-trial memoranda, proposed findings of fact, and jury instructions (if applicable); and all related trial logistics.

(f) Post-Trial Motions and Enforcement. Should the case proceed to trial, C&H will handle any post-trial motions and enforcement proceedings as may be necessary.

(g) Coordination with Coverage Counsel. C&H will coordinate, as appropriate and as directed by the Client, with coverage counsel from Pemberton Fox LLP, which has been retained by Northgate's insurers, Albion Specialty Insurance Ltd. and Keystone National Insurance Company, in connection with the defense and indemnity obligations under D&O Policy No. ALB-DO-2023-4782 and CGL Policy No. KNIC-CGL-2022-99301. Such coordination will be conducted in a manner that preserves the Client's separate attorney-client privilege and work product protections.

(h) Coordination Regarding Performance Bond. C&H will coordinate with the Client and, as directed by the Client, with Ironclad Surety Group Inc. ("Ironclad") regarding Performance Bond No. ISG-2020-NE-04417, which has a penal sum of $120,000,000 and secures Meridian's performance obligations under the MCA. Meridian submitted a demand on the bond on April 15, 2024, and Ironclad's response to that demand is a component of the overall litigation strategy that will require careful management.

3.3 Exclusions. The scope of this engagement does not include the following, unless separately agreed in writing:

(a) Separate representation of Northgate or NFA in any regulatory proceedings, including proceedings before the Federal Communications Commission, any state public utilities commission, or any other regulatory body;

(b) Representation in any proceedings brought or pending in the United Kingdom or any other jurisdiction outside the United States;

(c) Representation in any securities-related matters, including any shareholder or investor claims arising from or relating to the underlying dispute;

(d) Representation in any dispute between Northgate/NFA and Ironclad Surety Group Inc. itself, whether in connection with the Performance Bond or otherwise; and

(e) Appellate proceedings, related arbitrations, or separate surety litigation.

Any expansion of the scope of the engagement, including but not limited to appellate work, related arbitration, or separate surety litigation, will require a separate engagement agreement or a written amendment to this Engagement Letter, which the parties will negotiate in good faith at the appropriate time.

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. Ms. Osei has extensive experience in complex commercial litigation, including construction disputes, and has tried over twenty cases in the Commercial Division and federal courts.

C&H may assign additional attorneys, including associates, counsel, or of-counsel attorneys, as well as paralegals and litigation support professionals, to this engagement from time to time as the needs of the case require. We will provide advance notice to the Client of any additional timekeepers assigned to the matter, and will provide the applicable hourly rates for each such timekeeper at the time of assignment.

Additionally, C&H reserves the right to engage contract attorneys for purposes of document review in connection with the e-discovery process, provided that any such engagement will be subject to the Client's prior approval. Contract attorneys will be billed at lower hourly rates, which will be disclosed to the Client for approval before any work commences.

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 significance of this matter, including the $200,000,000 in exposure arising from Meridian's claims, the approximately $149,000,000 in affirmative counterclaims Northgate intends to pursue, and the substantial volume of project documentation, technical evidence, and expert analysis that will be required to prosecute and defend the case effectively.

5.3 Annual Rate Adjustments

C&H reserves the right to adjust hourly rates annually, with adjustments typically taking effect on January 1 of each calendar year. Rate adjustments will reflect general increases in the Firm's standard billing rates. The Client will receive at least thirty (30) days' prior written notice of any rate changes. Unless the Client objects in writing within fifteen (15) days of receiving such notice, the adjusted rates will apply to all work performed on or after the effective date of the adjustment.

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 estimate is a good-faith projection based on assumptions and information available as of the date of this Engagement Letter. It is not a cap, ceiling, or guarantee of total fees, and is subject to change depending on case developments, including but not limited to the scope and contentiousness of discovery, the conduct of opposing counsel, court rulings, the addition of parties or claims, settlement dynamics, and other factors that are inherently unpredictable in complex commercial litigation. C&H will keep the Client informed of the budget status and will promptly advise the Client if actual or anticipated fees are likely to exceed the estimated range.

6.2 Phased Budget Breakdown

A detailed breakdown of estimated fees by phase will be set forth in a separate 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. The phased breakdown will address the following stages:

(a) Pre-answer investigation and initial case assessment;

(b) discovery — document collection, processing, review, and production; interrogatories and requests for admission; third-party subpoenas;

(d) Expert work and coordination, including preparation of affirmative and rebuttal expert reports;

(e) Dispositive motions (anticipated to be filed on or around August 2025, if applicable);

(f) Trial preparation;

(g) Trial (six-week window anticipated for November 2025).

6.3 Expert Costs

Expert costs are estimated separately from C&H's legal fees. Based on our preliminary discussions with prospective expert firms and our experience with matters of comparable scope and complexity, we estimate total expert costs in the range of $2,400,000 to $3,100,000, combined for the two defense experts:

(a) Dr. Elinor Chazen, Lakeview Consulting Group LLC — Construction and delay analysis expert. Dr. Chazen is anticipated to be formally retained on or about October 15, 2024. Dr. Chazen has extensive experience in critical path method scheduling analysis and construction defect evaluation, and has testified in over forty commercial construction disputes.

(b) Professor Gordon Whitfield, Pinnacle Economics LLC — Damages analysis expert. Professor Whitfield is anticipated to be retained on or about November 1, 2024. Professor Whitfield is a tenured professor of applied economics at Columbia University and has served as a damages expert in over sixty complex commercial matters.

Expert fees may be billed directly by the expert firms to the Client, or, if the Client prefers, may be passed through C&H's invoices. We will confirm the Client's preference at the time of each expert's formal retention.

6.4 Ironclad Surety Contribution

We note that Ironclad Surety Group Inc. has agreed, subject to a reservation of rights, to contribute up to $2,000,000 toward Northgate's defense costs in the litigation. This contribution is expected to partially offset total expenditures. C&H will coordinate with the Client and with Ironclad regarding the mechanism and timing for such contributions.

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 connection with the filing of the Answer, Counterclaims, motions, and other papers, as well as the costs of serving process and subpoenas.

(b) Deposition transcript and videography costs. This includes the costs of court reporters, transcription services, and video recording for all depositions taken or defended in connection with the litigation. We anticipate that certain depositions may be taken outside of New York, including a deposition of Helena Bright, NTP's former Vice President of Network Development, who resides in London, England. If it becomes necessary to take Ms. Bright's deposition pursuant to a letter rogatory or commission, additional costs will be incurred in connection with that process.

(c) E-discovery vendor costs. C&H has engaged Vantage Litigation Support LLC, located at 300 Vesey Street, Suite 600, New York, NY 10282, to provide electronic discovery processing, hosting, and production services. Vantage's fees will be billed as disbursements. Based on preliminary estimates of data volume (approximately 1.8 terabytes across both NTP and NFA custodians), e-discovery vendor costs are estimated at $800,000 to $1,200,000, although this estimate is subject to revision as the scope of discovery becomes clearer.

(d) Travel expenses. All travel expenses will be billed at cost. Airfare will be booked at coach class rates unless an upgrade is approved by the Client in advance. Hotel and meal expenses will be reasonable and consistent with prevailing rates for the relevant location.

(e) Courier, copying, and printing charges. Charges for couriers, overnight delivery services, photocopying, and printing will be billed at cost or at the Firm's standard internal rates.

(f) Expert witness fees and expenses. As noted in Section 6 above, expert witness fees and expenses will be billed as disbursements or directly by the expert firms, as the Client prefers.

(g) Third-party research and database charges. Charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., PACER, and other legal research databases, as well as any third-party investigative or research services, will be billed at cost.

As a general practice, C&H will discuss with the Client in advance any individual disbursement expected to exceed $10,000 where it is practicable to do so. However, in time-sensitive situations, C&H may incur such disbursements without prior consultation and will advise the Client promptly thereafter.

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 (15th) day of the month following the month in which the work was performed.

8.2 Payment. Invoices are due and payable within thirty (30) days of the date of invoice. Payment should be made by wire transfer to Calderwood & Harkness LLP's designated client trust account; wire instructions will be provided with the first invoice.

8.3 Late Payment Interest

C&H reserves the right to charge interest on any overdue balance at the rate of one percent (1%) per month (twelve percent per annum), or the maximum rate permitted by applicable law, whichever is lower. Interest will accrue from the date the payment was due until the date of receipt.

8.4 Billing Address

Unless otherwise designated by the Client in writing, invoices will be sent to:

Dominic Hale, Esq. General Counsel Northgate Telecommunications PLC 14 Cavendish Square London W1G 0BX United Kingdom

The Client may designate an alternative billing address at any time by providing written notice to C&H.

8.5 Electronic Billing

C&H is able to accommodate electronic billing formats if required by Northgate's legal department billing guidelines. If the Client utilizes an electronic billing platform (e.g., Brightmoor Solutions, Stonefield Data Systems, or similar), please provide the relevant system credentials and billing codes, and C&H will configure its billing accordingly.

8.6 Retainer. No upfront retainer is required at this time. C&H reserves the right to request a retainer or advance payment of anticipated costs if circumstances warrant, upon reasonable notice to the Client.

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, directors, employees, and other personnel of Northgate and NFA available for interviews, witness preparation sessions, and depositions, at times and locations reasonably requested by C&H;

(c) Promptly responding to communications and requests from C&H, including requests for factual information, authorization to take legal action, and settlement authority.

9.2 Litigation Hold

The Client will implement and maintain a comprehensive litigation hold across both Northgate Telecommunications PLC and Northgate Fiber Americas Inc. to preserve all documents and electronically stored information ("ESI") relevant to the MCA, the fiber build-out program, Northgate's dealings with Meridian, the termination decision, and all related subjects. A separate Litigation Hold Notice will be prepared by C&H and circulated to the appropriate personnel of both NTP and NFA promptly following execution of this Engagement Letter. The Client acknowledges that the obligation to preserve relevant documents and ESI is critical and that failure to do so may result in adverse consequences in the litigation, including the potential for spoliation sanctions.

9.3 Notification Obligations

The Client will promptly notify C&H of any communications received from Meridian, from Meridian's counsel (Hargrove, Deluca & Stein LLP), from Ironclad Surety Group Inc., from any insurance carrier (including Albion Specialty Insurance Ltd. and Keystone National Insurance Company), or from any other party, regarding the litigation or any matter related thereto. The Client should refrain from responding to any such communications before consulting with C&H, unless the circumstances require an immediate response.

9.4 Primary Client Contact

The Client designates Dominic Hale, General Counsel of Northgate Telecommunications PLC, as the primary client contact for this engagement. All material communications regarding the litigation, including strategy discussions, settlement discussions, and budget updates, will be directed to Mr. Hale unless the Client designates an alternative contact in writing. C&H may also communicate directly with other Northgate or NFA personnel as necessary for purposes of fact gathering, witness preparation, and related matters, with Mr. Hale's knowledge and consent.

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 confidentiality and privileged nature of all such communications.

10.2 Firm Confidentiality Obligations

C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement, whether or not such information is subject to the attorney-client privilege. C&H's confidentiality obligations are subject to the Firm's obligations under applicable professional responsibility rules, including the New York Rules of Professional Conduct, and any applicable court order.

10.3 Waiver of Privilege

No waiver of the attorney-client privilege or work product protection will be implied by any action of C&H. Any intentional waiver of privilege must be made expressly by the Client, and C&H will not disclose privileged or confidential information to any third party without the Client's prior informed consent, except as may be required by law or court order.

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 & Stein LLP (Meridian's counsel)

• Ironclad Surety Group Inc.

• Crestline Construction Group Inc. (replacement contractor)

• Dralvecen Commercial Finance LLC

• Related entities and individuals identified in the Complaint and associated documentation

The results of the conflicts check are detailed in a separate Conflict Check Memorandum dated August 16, 2024, which has been reviewed and cleared by Linda Osei. No conflicts have been identified that would preclude C&H's representation of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. in this matter.

11.2 Ongoing Monitoring

C&H will continue to monitor for potential conflicts of interest throughout the course of the engagement. If a conflict arises during the course of the engagement, C&H will promptly notify the Client, and the parties will discuss appropriate steps, which may include seeking the Client's informed written consent to continued representation or, if necessary, withdrawal from the engagement.

11.3 Adverse Representations in Unrelated Matters

The Client acknowledges and agrees that C&H is a large, multi-practice law firm that represents numerous clients across a wide range of matters. Nothing in this Engagement Letter shall restrict or limit C&H's right to represent other clients in matters that are unrelated to this engagement, even if such clients may have interests that are adverse to Northgate or NFA in those unrelated matters, provided that no conflict of interest exists under the applicable rules of professional conduct. C&H will not, however, represent any party adverse to Northgate or NFA in any matter that is substantially related to this engagement without the Client's prior informed written consent.

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 with the Client and will be subject to a separate agreement.

12.2 Coverage Counsel

As noted above, coverage counsel from Pemberton Fox LLP — specifically, Rachel Solomons, Partner, located at 600 Third Avenue, 15th Floor, New York, NY 10016 — has been retained by Northgate's insurers (Albion Specialty Insurance Ltd. and Keystone National Insurance Company) in connection with the insurers' obligations under the applicable insurance policies. C&H will coordinate with Pemberton Fox LLP as appropriate to ensure efficient management of insurance-related issues, while maintaining the Client's separate attorney-client privilege. C&H represents the Client and takes direction solely from the Client; Pemberton Fox LLP represents the interests of the insurers.

12.3 Expert Witnesses

Expert witnesses will be retained under separate engagement letters between the expert firms and the Client (or, if preferred, between the expert firms and C&H on the Client's behalf). All expert retentions are subject to the Client's prior approval, including approval of the scope of engagement and fee terms.

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 Guidelines.

13.2 Fees and Disbursements upon Termination

Upon termination of the engagement, the Client will remain responsible for the payment of all fees and disbursements incurred through the effective date of termination, including any fees and disbursements incurred in connection with the transition of the matter to successor counsel.

13.3 Transition. Upon termination, C&H will take all steps required by applicable rules of professional conduct and any applicable court orders to effect an orderly transition of the matter, including the transfer of all client files, documents, and work product to the Client or to successor counsel designated by the Client. C&H will cooperate fully with successor counsel to minimize any disruption to the defense of the litigation.

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 performance or non-performance of services under this engagement.

14.2 Exclusion of Certain Damages

In no event shall C&H be liable to the Client for any consequential, incidental, indirect, special, or punitive damages of any kind, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, even if C&H has been advised of the possibility of such damages. This exclusion applies to, without limitation, lost profits, loss of business opportunity, and damage to reputation.

14.3 Applicability. The limitations set forth in this Section 14 shall not apply to any liability arising from C&H's willful misconduct, fraud, or gross negligence.

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 destroy or dispose of such files without further notice to the Client.

If the Client wishes to retrieve original documents or obtain copies of the file prior to the expiration of the retention period, the Client should notify C&H in writing, and C&H will arrange for the return or delivery of the requested materials at the Client's expense. The Client is encouraged to request the return of any original documents at the conclusion of the engagement.

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, shall be resolved by binding arbitration in New York, New York, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, before a single arbitrator selected in accordance with those rules. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties may agree in writing to resolve any such dispute in an alternative forum.

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 above.

17.2 Counterparts. This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, email (including PDF), or other electronic means, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

17.3 Electronic Signatures

The parties agree that electronic signatures, including signatures transmitted by email, Brightwater Software, or other electronic signature platforms, shall have the same legal effect, validity, and enforceability as original ink signatures.

Closing

We are grateful for the confidence that Northgate Telecommunications PLC and Northgate Fiber Americas Inc. have placed in Calderwood & Harkness LLP, and we are fully committed to providing the vigorous, strategic, and effective defense that this matter demands. We recognize the significance of this litigation to Northgate and NFA — both in terms of the $200,000,000 in exposure from Meridian's claims and the importance of vindicating Northgate's position that its termination of the MCA was fully justified by Meridian's material breach of the agreement. We are equally committed to the aggressive prosecution of Northgate's affirmative counterclaims.

We look forward to working closely with you and the Northgate team throughout the course of this engagement. Please do not hesitate to contact me or any member of the engagement team if you have any questions or concerns regarding any aspect of this letter or the litigation itself.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Linda Osei Partner Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 555-7118

Email: l.osei@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, the undersigned confirms that he has read and understood the terms of this Engagement Letter and accepts those terms on behalf of both Northgate Telecommunications PLC and Northgate Fiber Americas Inc., and that he is duly authorized to bind both entities to the terms set forth herein.

ACCEPTED AND AGREED:

NORTHGATE TELECOMMUNICATIONS PLC and NORTHGATE FIBER AMERICAS INC.

By: ________

Name: Dominic Hale

Title: General Counsel, Northgate Telecommunications PLC

Date: ________

Enclosures

The following documents are referenced in this Engagement Letter and are either enclosed herewith or will be provided separately as indicated:

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 to any third party without the prior written consent of Calderwood & Harkness LLP. If you have received this document in error, please notify the sender immediately.

Name	Position	Role
Linda Osei	Partner	Responsible Partner; overall supervision, litigation strategy, lead counsel for trial and significant motion practice
Priya Anand	Partner	Billing Partner; day-to-day billing coordination, budget management, and client financial reporting
Jeffrey Park	Senior Associate	Lead Associate; primary responsibility for discovery management, depositions, legal research, and motion drafting
Yuki Nakamura	Associate	Working Associate; document review supervision, legal research, and deposition preparation support
Timekeeper	Position	Hourly Rate
Linda Osei	Partner	$1,650
Priya Anand	Partner	$1,550
Jeffrey Park	Senior Associate	$975
Yuki Nakamura	Associate	$825
Paralegals	—	$425 – $475

CALDERWOOD & HARKNESS LLP Counselors at Law 425 Park Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 555-7100 Facsimile: (212) 555-7101 www.calderwoodharkness.com
August 19, 2024
Dominic Hale, Esq. General Counsel Northgate Telecommunications PLC 14 Cavendish Square London W1G 0BX United Kingdom
Copy to: Northgate Fiber Americas Inc. 600 Lexington Avenue, 28th Floor New York, NY 10022
Attn: Office of the General Counsel
Re: Engagement of Calderwood & Harkness LLP — Defense of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. in *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
Dear Dominic:
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 Infrastructure Partners LLC ("Meridian"). This engagement is effective as of August 19, 2024.
This engagement follows the discussions between the undersigned, Linda Osei, and you, Dominic Hale, General Counsel of Northgate Telecommunications PLC, on July 30, August 2, August 8, and August 14, 2024, during which we reviewed the claims asserted against NFA, evaluated the strengths and risks of Northgate's position, and discussed the framework for C&H's involvement in the defense. We appreciate the confidence you and the Northgate Board of Directors have placed in the Firm and look forward to providing the vigorous and effective representation this matter demands.
For the avoidance of doubt, NFA is a Delaware corporation (File No. 7182934) and is the contracting entity under the Master Construction Agreement ("MCA") dated March 15, 2020, between NFA (as Owner) and Meridian (as Contractor). NFA is named as the sole defendant in the Verified Complaint, although given that NTP is the ultimate parent company of NFA and bears responsibility for the strategic direction of the fiber build-out program throughout the northeastern United States, both NTP and NFA have engaged C&H in this matter to ensure comprehensive and coordinated representation.
The terms and conditions set forth in this Engagement Letter govern the relationship between C&H and the Client and supersede any prior oral or written understandings relating to the subject matter hereof.
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, and the time for NFA to respond to the Complaint will expire on or about September 4, 2024, absent any extension by stipulation or court order. C&H intends to file a stipulation extending NFA's time to answer to September 30, 2024, and will confer with Meridian's counsel to obtain their consent.
The matter is currently pending before the Honorable Eleanor M. Ricci, Justice of the Supreme Court, in Part 49 of the Commercial Division, located at 60 Centre Street, New York, New York 10007. An initial Preliminary Conference has not yet been scheduled but is anticipated for October or November 2024.
2.2 Summary of Claims
Meridian's Complaint asserts four causes of action against NFA:
(a) First Cause of Action — Breach of Contract (Wrongful Termination). Meridian alleges that Northgate's termination of the MCA on April 1, 2024, purportedly for cause under Section 14.1 of the MCA, was wrongful, pretextual, and without basis, and seeks damages arising from lost profits and consequential losses in an amount to be determined at trial, but stated in the aggregate as part of the total $200 million claim.
(b) Second Cause of Action — Breach of Contract (Unpaid Invoices). Meridian alleges that NFA failed and refused to pay outstanding invoices totaling Sixteen Million Five Hundred Thousand Dollars ($16,500,000) for work performed under the MCA between January 1, 2024, and the termination date.
(c) Third Cause of Action — Breach of Contract (Wrongful Withholding of Retainage). Meridian alleges that NFA is wrongfully withholding retainage amounts totaling approximately Fifty-Six Million Nine Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($56,966,667) accumulated over the duration of the MCA, which Meridian contends became due and payable upon termination.
(d) Fourth Cause of Action — Breach of the Implied Covenant of Good Faith and Fair Dealing. Meridian alleges that NFA acted in bad faith in connection with its administration of the MCA and its termination decision, and seeks damages in the amount of Thirty-Four Million One Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($34,133,333).
2.3 Meridian's Core Allegations
The core of Meridian's case is its contention that Northgate's termination of the MCA on April 1, 2024, under Section 14.1 (Termination for Cause) was pretextual. Meridian contends that NFA's stated grounds for termination — schedule delays, substandard workmanship, and failure to achieve milestone deliverables — were either fabricated, exaggerated, or the result of NFA's own conduct, including alleged scope changes, design modifications, and interference with Meridian's work. Meridian further alleges that the true motivation for the termination was NFA's desire to engage a replacement contractor at lower rates following a shift in market conditions in the fiber construction industry.
2.4 Northgate's Position
Based on our preliminary review of the facts, correspondence, and project documentation provided to date, Northgate's position — which C&H believes is well-supported and defensible — is as follows:
The termination of the MCA on April 1, 2024, was fully justified by Meridian's persistent and material breaches of the agreement. Specifically, Meridian failed to maintain the contractual schedule, resulting in cumulative delays of approximately 247 calendar days across multiple work segments. Meridian's workmanship was substandard, as evidenced by the issuance of 287 non-conformance reports ("NCRs") by NFA's quality assurance team, of which 43 were classified as critical under the MCA's quality management program. Additionally, Meridian failed to achieve critical milestone deliverables as set forth in Exhibit C to the MCA, including Milestones 7 through 12, covering the Connecticut and New Jersey deployment phases.
NFA issued formal cure notices on November 15, 2023, and January 22, 2024, consistent with the requirements of Section 14.1(b) of the MCA. Meridian failed to cure the identified deficiencies within the contractual cure periods, thereby entitling NFA to terminate for cause.
2.5 Affirmative Defenses and Counterclaims
Northgate intends to assert affirmative defenses and to file counterclaims against Meridian. The anticipated counterclaims include, but are not limited to:
(i) Liquidated damages for schedule delays pursuant to Section 8.4 of the MCA, in an amount to be determined following expert analysis but estimated at approximately $37,000,000;
(ii) Excess completion costs arising from the engagement of the replacement contractor, Crestline Construction Group Inc. ("Crestline"), to complete the remaining scope of work under the MCA, estimated at approximately $68,000,000 in excess costs above the original MCA contract price;
(iii) Remediation costs for defective work performed by Meridian that required correction or replacement, estimated at approximately $44,000,000;
totaling approximately $149,000,000 in affirmative counterclaims against Meridian. These figures are preliminary and will be refined as expert analysis progresses and additional project documentation is reviewed.
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 against Meridian's claims and asserting counterclaims.
3.2 Scope of Work
The scope of this engagement encompasses all aspects of the defense of the litigation through trial and any post-trial proceedings, including the following:
(a) Pre-Answer Investigation and Responsive Pleadings. C&H will conduct a thorough pre-answer investigation, including review of the MCA, all project correspondence, NCRs, cure notices, termination notice, invoicing records, and all related documentation. Based on this review, C&H will prepare and file the Answer with Affirmative Defenses and Counterclaims on behalf of NFA.
(b) Fact and Expert discovery. C&H will manage all aspects of fact and expert discovery, including the collection, review, and production of documents and electronically stored information ("ESI"); the preparation and service of interrogatories and requests for admission; the preparation and service of document demands on Meridian and, as necessary, third-party subpoenas to relevant non-parties; and the defense and taking of depositions of fact and expert witnesses.
(c) Expert Witness Retention and Coordination. C&H will assist in the retention and coordination of expert witnesses, including a construction and delay expert and a damages expert, as further described in Section 6 below. C&H will work closely with the retained experts to develop affirmative expert reports and to prepare rebuttal reports in response to Meridian's experts.
(d) Motion Practice. C&H will handle all motion practice in the case, including any dispositive motions (e.g., summary judgment motions), discovery-related motions (e.g., motions to compel, motions for protective orders), and motions in limine in advance of trial.
(e) Trial Preparation and Trial. C&H will prepare the case for trial and serve as trial counsel. Based on the current Commercial Division scheduling guidelines and our discussions with Chambers, we anticipate a six-week trial window commencing in or around November 2025. Trial preparation will include preparation of witnesses, including fact witnesses and experts; preparation of trial exhibits and demonstratives; drafting of pre-trial memoranda, proposed findings of fact, and jury instructions (if applicable); and all related trial logistics.
(f) Post-Trial Motions and Enforcement. Should the case proceed to trial, C&H will handle any post-trial motions and enforcement proceedings as may be necessary.
(g) Coordination with Coverage Counsel. C&H will coordinate, as appropriate and as directed by the Client, with coverage counsel from Pemberton Fox LLP, which has been retained by Northgate's insurers, Albion Specialty Insurance Ltd. and Keystone National Insurance Company, in connection with the defense and indemnity obligations under D&O Policy No. ALB-DO-2023-4782 and CGL Policy No. KNIC-CGL-2022-99301. Such coordination will be conducted in a manner that preserves the Client's separate attorney-client privilege and work product protections.
(h) Coordination Regarding Performance Bond. C&H will coordinate with the Client and, as directed by the Client, with Ironclad Surety Group Inc. ("Ironclad") regarding Performance Bond No. ISG-2020-NE-04417, which has a penal sum of $120,000,000 and secures Meridian's performance obligations under the MCA. Meridian submitted a demand on the bond on April 15, 2024, and Ironclad's response to that demand is a component of the overall litigation strategy that will require careful management.
3.3 Exclusions.  The scope of this engagement does not include the following, unless separately agreed in writing:
(a) Separate representation of Northgate or NFA in any regulatory proceedings, including proceedings before the Federal Communications Commission, any state public utilities commission, or any other regulatory body;
(b) Representation in any proceedings brought or pending in the United Kingdom or any other jurisdiction outside the United States;
(c) Representation in any securities-related matters, including any shareholder or investor claims arising from or relating to the underlying dispute;
(d) Representation in any dispute between Northgate/NFA and Ironclad Surety Group Inc. itself, whether in connection with the Performance Bond or otherwise; and
(e) Appellate proceedings, related arbitrations, or separate surety litigation.
Any expansion of the scope of the engagement, including but not limited to appellate work, related arbitration, or separate surety litigation, will require a separate engagement agreement or a written amendment to this Engagement Letter, which the parties will negotiate in good faith at the appropriate time.
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. Ms. Osei has extensive experience in complex commercial litigation, including construction disputes, and has tried over twenty cases in the Commercial Division and federal courts.
C&H may assign additional attorneys, including associates, counsel, or of-counsel attorneys, as well as paralegals and litigation support professionals, to this engagement from time to time as the needs of the case require. We will provide advance notice to the Client of any additional timekeepers assigned to the matter, and will provide the applicable hourly rates for each such timekeeper at the time of assignment.
Additionally, C&H reserves the right to engage contract attorneys for purposes of document review in connection with the e-discovery process, provided that any such engagement will be subject to the Client's prior approval. Contract attorneys will be billed at lower hourly rates, which will be disclosed to the Client for approval before any work commences.
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 significance of this matter, including the $200,000,000 in exposure arising from Meridian's claims, the approximately $149,000,000 in affirmative counterclaims Northgate intends to pursue, and the substantial volume of project documentation, technical evidence, and expert analysis that will be required to prosecute and defend the case effectively.
5.3 Annual Rate Adjustments
C&H reserves the right to adjust hourly rates annually, with adjustments typically taking effect on January 1 of each calendar year. Rate adjustments will reflect general increases in the Firm's standard billing rates. The Client will receive at least thirty (30) days' prior written notice of any rate changes. Unless the Client objects in writing within fifteen (15) days of receiving such notice, the adjusted rates will apply to all work performed on or after the effective date of the adjustment.
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 estimate is a good-faith projection based on assumptions and information available as of the date of this Engagement Letter. It is not a cap, ceiling, or guarantee of total fees, and is subject to change depending on case developments, including but not limited to the scope and contentiousness of discovery, the conduct of opposing counsel, court rulings, the addition of parties or claims, settlement dynamics, and other factors that are inherently unpredictable in complex commercial litigation. C&H will keep the Client informed of the budget status and will promptly advise the Client if actual or anticipated fees are likely to exceed the estimated range.
6.2 Phased Budget Breakdown
A detailed breakdown of estimated fees by phase will be set forth in a separate 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. The phased breakdown will address the following stages:
(a) Pre-answer investigation and initial case assessment;
(b) discovery — document collection, processing, review, and production; interrogatories and requests for admission; third-party subpoenas;
(c) Depositions — fact witness depositions and expert witness depositions;
(d) Expert work and coordination, including preparation of affirmative and rebuttal expert reports;
(e) Dispositive motions (anticipated to be filed on or around August 2025, if applicable);
(f) Trial preparation;
(g) Trial (six-week window anticipated for November 2025).
6.3 Expert Costs
Expert costs are estimated separately from C&H's legal fees. Based on our preliminary discussions with prospective expert firms and our experience with matters of comparable scope and complexity, we estimate total expert costs in the range of $2,400,000 to $3,100,000, combined for the two defense experts:
(a) Dr. Elinor Chazen, Lakeview Consulting Group LLC — Construction and delay analysis expert. Dr. Chazen is anticipated to be formally retained on or about October 15, 2024. Dr. Chazen has extensive experience in critical path method scheduling analysis and construction defect evaluation, and has testified in over forty commercial construction disputes.
(b) Professor Gordon Whitfield, Pinnacle Economics LLC — Damages analysis expert. Professor Whitfield is anticipated to be retained on or about November 1, 2024. Professor Whitfield is a tenured professor of applied economics at Columbia University and has served as a damages expert in over sixty complex commercial matters.
Expert fees may be billed directly by the expert firms to the Client, or, if the Client prefers, may be passed through C&H's invoices. We will confirm the Client's preference at the time of each expert's formal retention.
6.4 Ironclad Surety Contribution
We note that Ironclad Surety Group Inc. has agreed, subject to a reservation of rights, to contribute up to $2,000,000 toward Northgate's defense costs in the litigation. This contribution is expected to partially offset total expenditures. C&H will coordinate with the Client and with Ironclad regarding the mechanism and timing for such contributions.
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 connection with the filing of the Answer, Counterclaims, motions, and other papers, as well as the costs of serving process and subpoenas.
(b) Deposition transcript and videography costs. This includes the costs of court reporters, transcription services, and video recording for all depositions taken or defended in connection with the litigation. We anticipate that certain depositions may be taken outside of New York, including a deposition of Helena Bright, NTP's former Vice President of Network Development, who resides in London, England. If it becomes necessary to take Ms. Bright's deposition pursuant to a letter rogatory or commission, additional costs will be incurred in connection with that process.
(c) E-discovery vendor costs. C&H has engaged Vantage Litigation Support LLC, located at 300 Vesey Street, Suite 600, New York, NY 10282, to provide electronic discovery processing, hosting, and production services. Vantage's fees will be billed as disbursements. Based on preliminary estimates of data volume (approximately 1.8 terabytes across both NTP and NFA custodians), e-discovery vendor costs are estimated at $800,000 to $1,200,000, although this estimate is subject to revision as the scope of discovery becomes clearer.
(d) Travel expenses. All travel expenses will be billed at cost. Airfare will be booked at coach class rates unless an upgrade is approved by the Client in advance. Hotel and meal expenses will be reasonable and consistent with prevailing rates for the relevant location.
(e) Courier, copying, and printing charges. Charges for couriers, overnight delivery services, photocopying, and printing will be billed at cost or at the Firm's standard internal rates.
(f) Expert witness fees and expenses. As noted in Section 6 above, expert witness fees and expenses will be billed as disbursements or directly by the expert firms, as the Client prefers.
(g) Third-party research and database charges. Charges for Westmark Data Systems, Sundial Solutions, Cascade Services Inc., PACER, and other legal research databases, as well as any third-party investigative or research services, will be billed at cost.
As a general practice, C&H will discuss with the Client in advance any individual disbursement expected to exceed $10,000 where it is practicable to do so. However, in time-sensitive situations, C&H may incur such disbursements without prior consultation and will advise the Client promptly thereafter.
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 (15th) day of the month following the month in which the work was performed.
8.2 Payment.  Invoices are due and payable within thirty (30) days of the date of invoice. Payment should be made by wire transfer to Calderwood & Harkness LLP's designated client trust account; wire instructions will be provided with the first invoice.
8.3 Late Payment Interest
C&H reserves the right to charge interest on any overdue balance at the rate of one percent (1%) per month (twelve percent per annum), or the maximum rate permitted by applicable law, whichever is lower. Interest will accrue from the date the payment was due until the date of receipt.
8.4 Billing Address
Unless otherwise designated by the Client in writing, invoices will be sent to:
Dominic Hale, Esq. General Counsel Northgate Telecommunications PLC 14 Cavendish Square London W1G 0BX United Kingdom
The Client may designate an alternative billing address at any time by providing written notice to C&H.
8.5 Electronic Billing
C&H is able to accommodate electronic billing formats if required by Northgate's legal department billing guidelines. If the Client utilizes an electronic billing platform (e.g., Brightmoor Solutions, Stonefield Data Systems, or similar), please provide the relevant system credentials and billing codes, and C&H will configure its billing accordingly.
8.6 Retainer.  No upfront retainer is required at this time. C&H reserves the right to request a retainer or advance payment of anticipated costs if circumstances warrant, upon reasonable notice to the Client.
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, directors, employees, and other personnel of Northgate and NFA available for interviews, witness preparation sessions, and depositions, at times and locations reasonably requested by C&H;
(c) Promptly responding to communications and requests from C&H, including requests for factual information, authorization to take legal action, and settlement authority.
9.2 Litigation Hold
The Client will implement and maintain a comprehensive litigation hold across both Northgate Telecommunications PLC and Northgate Fiber Americas Inc. to preserve all documents and electronically stored information ("ESI") relevant to the MCA, the fiber build-out program, Northgate's dealings with Meridian, the termination decision, and all related subjects. A separate Litigation Hold Notice will be prepared by C&H and circulated to the appropriate personnel of both NTP and NFA promptly following execution of this Engagement Letter. The Client acknowledges that the obligation to preserve relevant documents and ESI is critical and that failure to do so may result in adverse consequences in the litigation, including the potential for spoliation sanctions.
9.3 Notification Obligations
The Client will promptly notify C&H of any communications received from Meridian, from Meridian's counsel (Hargrove, Deluca & Stein LLP), from Ironclad Surety Group Inc., from any insurance carrier (including Albion Specialty Insurance Ltd. and Keystone National Insurance Company), or from any other party, regarding the litigation or any matter related thereto. The Client should refrain from responding to any such communications before consulting with C&H, unless the circumstances require an immediate response.
9.4 Primary Client Contact
The Client designates Dominic Hale, General Counsel of Northgate Telecommunications PLC, as the primary client contact for this engagement. All material communications regarding the litigation, including strategy discussions, settlement discussions, and budget updates, will be directed to Mr. Hale unless the Client designates an alternative contact in writing. C&H may also communicate directly with other Northgate or NFA personnel as necessary for purposes of fact gathering, witness preparation, and related matters, with Mr. Hale's knowledge and consent.
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 confidentiality and privileged nature of all such communications.
10.2 Firm Confidentiality Obligations
C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement, whether or not such information is subject to the attorney-client privilege. C&H's confidentiality obligations are subject to the Firm's obligations under applicable professional responsibility rules, including the New York Rules of Professional Conduct, and any applicable court order.
10.3 Waiver of Privilege
No waiver of the attorney-client privilege or work product protection will be implied by any action of C&H. Any intentional waiver of privilege must be made expressly by the Client, and C&H will not disclose privileged or confidential information to any third party without the Client's prior informed consent, except as may be required by law or court order.
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 & Stein LLP (Meridian's counsel)
•  Ironclad Surety Group Inc.
•  Crestline Construction Group Inc. (replacement contractor)
•  Dralvecen Commercial Finance LLC
•  Related entities and individuals identified in the Complaint and associated documentation
The results of the conflicts check are detailed in a separate Conflict Check Memorandum dated August 16, 2024, which has been reviewed and cleared by Linda Osei. No conflicts have been identified that would preclude C&H's representation of Northgate Telecommunications PLC and Northgate Fiber Americas Inc. in this matter.
11.2 Ongoing Monitoring
C&H will continue to monitor for potential conflicts of interest throughout the course of the engagement. If a conflict arises during the course of the engagement, C&H will promptly notify the Client, and the parties will discuss appropriate steps, which may include seeking the Client's informed written consent to continued representation or, if necessary, withdrawal from the engagement.
11.3 Adverse Representations in Unrelated Matters
The Client acknowledges and agrees that C&H is a large, multi-practice law firm that represents numerous clients across a wide range of matters. Nothing in this Engagement Letter shall restrict or limit C&H's right to represent other clients in matters that are unrelated to this engagement, even if such clients may have interests that are adverse to Northgate or NFA in those unrelated matters, provided that no conflict of interest exists under the applicable rules of professional conduct. C&H will not, however, represent any party adverse to Northgate or NFA in any matter that is substantially related to this engagement without the Client's prior informed written consent.
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 with the Client and will be subject to a separate agreement.
12.2 Coverage Counsel
As noted above, coverage counsel from Pemberton Fox LLP — specifically, Rachel Solomons, Partner, located at 600 Third Avenue, 15th Floor, New York, NY 10016 — has been retained by Northgate's insurers (Albion Specialty Insurance Ltd. and Keystone National Insurance Company) in connection with the insurers' obligations under the applicable insurance policies. C&H will coordinate with Pemberton Fox LLP as appropriate to ensure efficient management of insurance-related issues, while maintaining the Client's separate attorney-client privilege. C&H represents the Client and takes direction solely from the Client; Pemberton Fox LLP represents the interests of the insurers.
12.3 Expert Witnesses
Expert witnesses will be retained under separate engagement letters between the expert firms and the Client (or, if preferred, between the expert firms and C&H on the Client's behalf). All expert retentions are subject to the Client's prior approval, including approval of the scope of engagement and fee terms.
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 Guidelines.
13.2 Fees and Disbursements upon Termination
Upon termination of the engagement, the Client will remain responsible for the payment of all fees and disbursements incurred through the effective date of termination, including any fees and disbursements incurred in connection with the transition of the matter to successor counsel.
13.3 Transition.  Upon termination, C&H will take all steps required by applicable rules of professional conduct and any applicable court orders to effect an orderly transition of the matter, including the transfer of all client files, documents, and work product to the Client or to successor counsel designated by the Client. C&H will cooperate fully with successor counsel to minimize any disruption to the defense of the litigation.
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 performance or non-performance of services under this engagement.
14.2 Exclusion of Certain Damages
In no event shall C&H be liable to the Client for any consequential, incidental, indirect, special, or punitive damages of any kind, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, even if C&H has been advised of the possibility of such damages. This exclusion applies to, without limitation, lost profits, loss of business opportunity, and damage to reputation.
14.3 Applicability.  The limitations set forth in this Section 14 shall not apply to any liability arising from C&H's willful misconduct, fraud, or gross negligence.
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 destroy or dispose of such files without further notice to the Client.
If the Client wishes to retrieve original documents or obtain copies of the file prior to the expiration of the retention period, the Client should notify C&H in writing, and C&H will arrange for the return or delivery of the requested materials at the Client's expense. The Client is encouraged to request the return of any original documents at the conclusion of the engagement.
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, shall be resolved by binding arbitration in New York, New York, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, before a single arbitrator selected in accordance with those rules. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties may agree in writing to resolve any such dispute in an alternative forum.
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 above.
17.2 Counterparts.  This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, email (including PDF), or other electronic means, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
17.3 Electronic Signatures
The parties agree that electronic signatures, including signatures transmitted by email, Brightwater Software, or other electronic signature platforms, shall have the same legal effect, validity, and enforceability as original ink signatures.
Closing
We are grateful for the confidence that Northgate Telecommunications PLC and Northgate Fiber Americas Inc. have placed in Calderwood & Harkness LLP, and we are fully committed to providing the vigorous, strategic, and effective defense that this matter demands. We recognize the significance of this litigation to Northgate and NFA — both in terms of the $200,000,000 in exposure from Meridian's claims and the importance of vindicating Northgate's position that its termination of the MCA was fully justified by Meridian's material breach of the agreement. We are equally committed to the aggressive prosecution of Northgate's affirmative counterclaims.
We look forward to working closely with you and the Northgate team throughout the course of this engagement. Please do not hesitate to contact me or any member of the engagement team if you have any questions or concerns regarding any aspect of this letter or the litigation itself.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei Partner Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 555-7118
Email: l.osei@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
By signing below, the undersigned confirms that he has read and understood the terms of this Engagement Letter and accepts those terms on behalf of both Northgate Telecommunications PLC and Northgate Fiber Americas Inc., and that he is duly authorized to bind both entities to the terms set forth herein.
ACCEPTED AND AGREED:
NORTHGATE TELECOMMUNICATIONS PLC and NORTHGATE FIBER AMERICAS INC.
By: ________
Name: Dominic Hale
Title: General Counsel, Northgate Telecommunications PLC
Date: ________
Enclosures
The following documents are referenced in this Engagement Letter and are either enclosed herewith or will be provided separately as indicated:
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 to any third party without the prior written consent of Calderwood & Harkness LLP. If you have received this document in error, please notify the sender immediately.
Name | Position | Role
Linda Osei | Partner | Responsible Partner; overall supervision, litigation strategy, lead counsel for trial and significant motion practice
Priya Anand | Partner | Billing Partner; day-to-day billing coordination, budget management, and client financial reporting
Jeffrey Park | Senior Associate | Lead Associate; primary responsibility for discovery management, depositions, legal research, and motion drafting
Yuki Nakamura | Associate | Working Associate; document review supervision, legal research, and deposition preparation support
Timekeeper | Position | Hourly Rate
Linda Osei | Partner | $1,650
Priya Anand | Partner | $1,550
Jeffrey Park | Senior Associate | $975
Yuki Nakamura | Associate | $825
Paralegals | — | $425 – $475

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACCEPTED AND AGREED:

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