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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue, 33rd Floor New York, New York 10022

Telephone: (212) 547-8000 Facsimile: (212) 547-8001 www.calderwoodharkness.com

November 1, 2024

Matter No. 1022-00005

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

Professor Gordon Whitfield Pinnacle Economics LLC 1700 Broadway, Suite 2200 New York, New York 10019

Re: Engagement as Damages Expert — *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

Dear Professor Whitfield:

We are pleased to write to formalize the terms of your engagement as a damages and economics expert in the above-captioned litigation. This letter sets forth the scope, terms, and conditions of your retention by Calderwood & Harkness LLP on behalf of our client, Northgate Fiber Americas Inc. We ask that you review this letter carefully and, if the terms are acceptable, sign and return a copy to us at your earliest convenience so that we may proceed expeditiously with the substantive work.

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1. PURPOSE OF ENGAGEMENT AND RETENTION

1.1 The Retaining Firm and Client

Calderwood & Harkness LLP ("C&H" or the "Firm") represents Northgate Fiber Americas Inc. ("NFA"), a Delaware corporation (Delaware Division of Corporations File No. 7182934) and a wholly owned subsidiary of Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company incorporated in England and Wales (Companies House Co. No. 08234517), with its registered office and corporate headquarters at 14 Cavendish Square, London W1G 0BX, United Kingdom. Northgate's American Depositary Receipts trade on the Nasdaq Stock Market under the symbol "NTPLF," and its ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP." NFA maintains its principal office at 600 Lexington Avenue, 28th Floor, New York, New York 10022, and serves as the primary domestic operating entity for Northgate's fiber-optic infrastructure business in the United States.

1.2 The Litigation

NFA is the defendant in the above-captioned action, which was commenced by the filing of a Verified Complaint on July 15, 2024, by Meridian Infrastructure Partners LLC ("Meridian" or "MIP"), a Delaware limited liability company (Delaware Division of Corporations File No. 6439821), with its principal office at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Meridian is represented in this action by the law firm of Hargrove, Deluca & Stein LLP, located at 51 West 52nd Street, 40th Floor, New York, New York 10019, with lead partner Thomas Deluca and co-counsel Miriam Vasquez serving as counsel of record. The matter has been assigned to the Honorable Eleanor M. Ricci, Part 49, of the Supreme Court of the State of New York, New York County, Commercial Division, at the courthouse located at 60 Centre Street, New York, New York 10007.

NFA filed its Answer with Affirmative Defenses and Counterclaims on September 3, 2024, asserting counterclaims against Meridian totaling approximately $149 million, as more fully described in Section 3.2 below.

1.3 Retention of Expert

By this letter, C&H hereby retains Professor Gordon Whitfield and Pinnacle Economics LLC (collectively, the "Expert") to serve as NFA's damages and economics expert in the above-captioned matter. The engagement is effective as of the date of this letter, November 1, 2024, and shall continue in accordance with the terms set forth in Section 8 below.

1.4 C&H Team

The C&H professionals responsible for this engagement are as follows:

• Responsible Partner: Linda Osei

• Lead Associate: Jeffrey Park

• Working Associate: Yuki Nakamura

• Billing Partner: Priya Anand

All substantive communications regarding this engagement should be directed to Linda Osei or Jeffrey Park in the first instance, with copies to Yuki Nakamura as appropriate. All billing inquiries should be directed to Priya Anand.

2. BACKGROUND OF THE DISPUTE

We provide the following summary of the dispute to orient you to the factual and contractual framework within which your expert analysis will take place. This summary is based upon the pleadings, the underlying contract, and related documentation, copies of which are enclosed with this letter for your review.

2.1 The Master Construction Agreement

The dispute arises from a Master Construction Agreement (the "MCA") dated March 15, 2020, entered into between NFA, as owner (the "Owner"), and Meridian, as contractor (the "Contractor"). The MCA governed the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable infrastructure across a seven-state geographic footprint encompassing New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia.

The total contract price under the MCA was $1.2 billion, structured as a combination of fixed-price milestone payments and unit-rate pricing. Specifically, approximately $780 million (65% of the contract price) was allocated to fixed-price milestones tied to the completion of defined phases and sub-phases of the project, while approximately $420 million (35% of the contract price) was allocated to unit-rate pricing for specific categories of work, including but not limited to directional boring, aerial placement, splice closures, and conduit installation.

The MCA provided for a five-year term. NFA issued a formal Notice to Proceed on April 1, 2020, establishing an original substantial completion date of March 31, 2025. The MCA is governed by the laws of the State of New York, as set forth in Section 22.1 of the MCA. Pursuant to Section 22.4 of the MCA, both parties waived the right to trial by jury.

2.2 Termination for Cause

On April 1, 2024 — exactly four years after the Notice to Proceed — NFA exercised its right to terminate the MCA for cause pursuant to Section 14.1 of the MCA. NFA's termination was predicated on Meridian's material breach of its obligations under the MCA, as evidenced by the following:

(a) Persistent and substantial schedule delays, including failures to achieve multiple contractual milestones within the time frames required by the MCA and the Milestone Schedule (MCA Exhibit B);

(b) Substandard workmanship, as documented in a total of 287 non-conformance reports ("NCRs") issued by NFA's construction management team over the course of the project, of which 43 were classified as critical NCRs involving structural deficiencies, code violations, or safety-related defects that required immediate remediation; and

(c) Meridian's failure to cure the foregoing defaults despite receiving two written cure notices from NFA: Cure Notice No. 1, dated January 18, 2024, and Cure Notice No. 2, dated February 19, 2024, each of which identified specific deficiencies, established cure periods, and warned of termination for cause in the event of non-compliance.

2.3 Status of Work at Termination

At the time of termination on April 1, 2024, approximately 9,140 of the contracted 18,500 route miles had been constructed, representing approximately 49.4% of the total scope. Total payments made by NFA to Meridian over the life of the MCA amounted to $512,700,000. In addition, NFA held retainage in the amount of $56,966,667, representing 10% of the gross value of certified work ($569,666,670). The remaining unperformed contract value at the time of termination was $630,300,000.

2.4 Meridian's Claims

Meridian filed its Verified Complaint on July 15, 2024, asserting four causes of action and seeking aggregate damages of approximately $200 million. The specific claims and damages theories are discussed in greater detail in Section 3.1 below.

2.5 NFA's Counterclaims

NFA filed its Answer with Affirmative Defenses and Counterclaims on September 3, 2024, asserting three counterclaims against Meridian totaling approximately $149 million. The specific counterclaim theories and damages are discussed in greater detail in Section 3.2 below.

2.6 Replacement Contractor

Following termination of the MCA, NFA undertook a competitive solicitation process and ultimately retained Crestline Construction Group Inc. ("Crestline"), a Virginia corporation headquartered at 8200 Greensboro Drive, Suite 900, McLean, Virginia 22102, to complete the remaining scope of work. NFA and Crestline executed a replacement construction contract dated June 10, 2024, with a contract price of $712 million for the remaining scope. The Crestline contract and its relationship to the remaining MCA scope are central to NFA's excess completion cost counterclaim, as discussed in Section 3.2 below.

2.7 Key Litigation Dates

The Preliminary Conference Order entered on October 1, 2024 establishes the following critical dates relevant to your engagement:

These dates frame the timeline within which your work must be completed, and we will work with you to establish interim milestones to ensure that we meet each deadline with adequate time for review and refinement.

3. SCOPE OF EXPERT SERVICES

Your engagement encompasses three principal areas of work: (i) rebuttal and critique of Meridian's damages claims, (ii) analysis and quantification of NFA's counterclaim damages, and (iii) additional economic analyses as described below. Each is discussed in turn.

3.1 Rebuttal of Meridian's Damages Claims

You are retained to analyze, critique, and rebut the damages theories advanced by Meridian in the Verified Complaint and as anticipated to be presented through the testimony and expert report of Meridian's damages expert, Dr. Natalie Forster of Westbrook Valuation Services Inc., located at 100 Park Avenue, Suite 800, New York, New York 10017. We expect Dr. Forster's expert report to be served on or about March 31, 2025, and you will have the opportunity to review and respond to it in your rebuttal report, due May 15, 2025.

We ask that you specifically evaluate the following four categories of damages asserted by Meridian:

3.1.1 Count I — Wrongful Termination Damages ($92,400,000). In Count I of the Verified Complaint, Meridian alleges that NFA's termination of the MCA for cause was wrongful and that the termination should instead be treated as a termination for convenience. On this basis, Meridian claims entitlement to two categories of damages:

(a) Termination-for-Convenience Fee: Meridian claims the termination-for-convenience fee specified in Section 14.3 of the MCA, calculated as 8% of the remaining unperformed contract value. Based on a remaining contract value of $630,300,000, Meridian calculates this fee as $50,424,000.

(b) Lost Profits: In addition to the termination-for-convenience fee, Meridian claims lost profits on the unperformed work in the amount of $41,976,000. This claim appears to rest on Meridian's assertion that it would have earned a specified profit margin on the remaining $630,300,000 of contract scope had the MCA not been terminated.

Your analysis with respect to Count I should include, at a minimum, the following:

(i) An assessment of whether Meridian's lost-profits calculation is economically sound, including a rigorous analysis of Meridian's historical profit margins, overhead allocation methodology, and projected profitability on the remaining MCA scope. In this regard, we note that Meridian's consolidated financial statements for fiscal year 2023 reflect total revenue of approximately $620 million and EBITDA of approximately $58.9 million, yielding an EBITDA margin of approximately 9.5%. You should evaluate whether the profit margin Meridian claims on the unperformed MCA work is consistent with its historical financial performance and whether such margins are achievable given the specific contract structure — particularly the combination of fixed-price milestones (65%) and unit-rate pricing (35%).

(ii) An evaluation of the economic reasonableness of Meridian's dual recovery theory — that is, whether Meridian can simultaneously claim a termination-for-convenience fee (which itself is designed to compensate for lost profits and wind-down costs) and a separate lost-profits recovery without double-counting.

(iii) An analysis of the applicability of the mutual consequential damages waiver set forth in Section 20.1 of the MCA as a contractual bar to the lost-profits component of Meridian's wrongful termination claim. You should consider the distinction, if any, between direct damages and consequential damages in this context under New York law and opine on the economic characterization of the claimed lost profits.

3.1.2 Count II — Unpaid Invoices ($16,500,000). In Count II, Meridian claims that NFA wrongfully rejected and refused to pay $16,500,000 in disputed Phase 3 payment applications. NFA rejected these payment applications on the grounds that the underlying work was defective and did not conform to the specifications set forth in the MCA, and that the unit counts reflected in the invoices were inflated and not supported by field verification data.

Your analysis with respect to Count II should include an examination of whether the invoiced amounts accurately reflect work that was actually performed to the specifications required by the MCA, and whether the unit counts submitted by Meridian in the disputed payment applications are supportable based on the available field data, daily logs, GPS tracking records, and quality assurance/quality control documentation. You should coordinate with Dr. Chazen on any schedule and construction-related inputs relevant to this analysis.

3.1.3 Count III — Retainage ($56,966,667). In Count III, Meridian claims entitlement to the full retainage balance of $56,966,667 held by NFA, representing 10% of the gross value of all certified work performed under the MCA ($569,666,670). Meridian asserts that the retainage should be released upon termination, regardless of the circumstances of termination.

Your analysis with respect to Count III should evaluate whether NFA's continued withholding of the retainage balance is economically justified in light of Meridian's uncured defects as documented in the 287 NCRs, outstanding liquidated damages assessments against Meridian, and NFA's counterclaim offsets. You should analyze the retainage provisions of the MCA and the extent to which NFA is entitled to apply retainage against amounts owed to NFA by Meridian under the contract, including but not limited to liquidated damages, remediation costs, and excess completion costs.

3.1.4 Count IV — Breach of Implied Covenant of Good Faith and Fair Dealing ($34,133,333). In Count IV, Meridian claims consequential damages in the amount of $34,133,333 for alleged breach of the implied covenant of good faith and fair dealing. Meridian specifically alleges that NFA's termination was undertaken in bad faith and caused Meridian to suffer (a) a loss of bonding capacity, allegedly impairing Meridian's ability to bid on and secure future construction projects, and (b) reputational harm in the marketplace.

Your analysis with respect to Count IV should address the following:

(a) Whether these categories of damages are barred by the mutual consequential damages waiver in Section 20.1 of the MCA, which provides that neither party shall be liable to the other for "any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of revenue, loss of profits, loss of business opportunities, or damage to reputation, arising out of or in connection with this Agreement, whether based in contract, tort, strict liability, or any other theory."

(b) Whether Meridian's claimed damages for loss of bonding capacity and reputational harm are inherently speculative and unquantifiable, and whether Dr. Forster's methodology for calculating these damages (to the extent one is offered) is economically reliable and generally accepted.

(c) Whether Meridian's claims are unsupported by the available economic evidence. In this regard, we note the following: Meridian's total project backlog at the time of termination (including the remaining value of the NFA contract) was approximately $1.4 billion. Meridian's post-termination backlog was approximately $770 million. The Expert should consider these figures in evaluating Meridian's assertions regarding mitigation efforts and the actual economic impact, if any, of the termination on Meridian's business operations and bonding capacity.

3.2 Analysis of Northgate's Counterclaim Damages

In addition to rebutting Meridian's affirmative claims, you are retained to analyze, quantify, and provide expert support for NFA's three counterclaims, which collectively seek damages of approximately $149 million.

3.2.1 Counterclaim I — Liquidated Damages ($49,000,000). NFA's first counterclaim seeks recovery of liquidated damages assessed against Meridian under Section 9.1 of the MCA, which provides for liquidated damages at the rate of $175,000 per day per milestone for each day of delay beyond the contractual milestone completion dates set forth in the Milestone Schedule (MCA Exhibit B). The specific liquidated damages assessments are as follows:

With respect to Milestone MS8, the calculated liquidated damages of $23,450,000 (134 days × $175,000 per day) exceed the per-milestone cap of 10% of the milestone value ($91,000,000 × 10% = $9,100,000), and the assessed amount is therefore limited to $9,100,000 in accordance with the cap provision.

The total assessed liquidated damages of $49,000,000 fall below the aggregate cap set forth in the MCA, which limits total liquidated damages to 5% of the total contract price ($1,200,000,000 × 5% = $60,000,000).

Your analysis with respect to Counterclaim I should:

(i) Quantify and validate the liquidated damages assessments set forth above, confirming the accuracy of the delay calculations and the proper application of the per-milestone and aggregate caps;

(ii) Opine on the reasonableness of the $175,000-per-day liquidated damages rate as a genuine pre-estimate of the delay damages that NFA would likely suffer as a result of milestone delays, taking into account the nature of NFA's business, the revenue and customer commitments dependent upon timely network activation, and the operational costs associated with construction delay. This analysis is relevant to the enforceability of the liquidated damages provision under New York law, which requires that liquidated damages bear a reasonable relationship to probable loss and not constitute a penalty.

3.2.2 Counterclaim II — Excess Completion Costs ($81,700,000). NFA's second counterclaim seeks recovery of the excess cost incurred by NFA in retaining a replacement contractor to complete the remaining scope of work following Meridian's termination. The excess completion cost is calculated as the difference between the remaining value of the unperformed work under the MCA ($630,300,000) and the contract price of the replacement contract with Crestline Construction Group Inc. ($712,000,000), yielding an excess completion cost of $81,700,000.

Your analysis with respect to Counterclaim II should include the following:

(i) Verification that the Crestline replacement contract covers substantially the same scope of work as the remaining unperformed scope under the MCA. This analysis should account for any additions, deletions, or modifications to the scope and should quantify, to the extent possible, any scope differential and its cost impact.

(ii) An assessment of the reasonableness of the Crestline contract pricing relative to prevailing market conditions for fiber-optic construction services in the seven-state footprint at the time the Crestline contract was executed (June 2024). This analysis should consider labor market conditions, materials pricing, equipment costs, and the competitive landscape in the telecommunications construction industry.

(iii) An evaluation of whether NFA acted reasonably in mitigating its damages — that is, whether NFA's procurement process for the replacement contractor was commercially reasonable, whether NFA solicited competitive bids, and whether the Crestline pricing reflects fair market value for the remaining scope of work.

3.2.3 Counterclaim III — Remediation of Defective Work ($18,300,000). NFA's third counterclaim seeks recovery of the estimated cost to remediate defective work performed by Meridian, as documented in the 287 NCRs issued over the course of the project. The remediation cost estimate is derived as follows:

The total estimated remediation cost is approximately $18,300,000 (rounded).

Your analysis with respect to Counterclaim III should include a review of NFA's engineering cost estimates for the remediation work associated with each category of NCR, and an assessment of the reasonableness of those estimates in light of industry standards, prevailing labor and materials costs, and the nature and severity of the documented defects. You should coordinate with Dr. Chazen on any construction-related inputs relevant to the remediation cost analysis.

3.3 Additional Economic Analyses

In addition to the specific claims and counterclaims analyses described above, your engagement encompasses the following supplementary economic analyses:

(a) Meridian's Financial Condition and Litigation Posture: We ask that you evaluate Meridian's financial condition and the economic dynamics that may inform its litigation posture and settlement behavior. Relevant considerations include the following: Meridian's majority ownership by Ridgepoint Capital Group LP, a private equity firm that acquired a 55% stake in Meridian in 2018 for approximately $285 million; Meridian's existing indebtedness, including a $150 million revolving credit facility with Dralvecen Commercial Finance LLC and the impact of the NFA contract termination on Meridian's financial covenants; and Ridgepoint's estimated litigation war chest of approximately $12 million, which may inform the parties' respective assessments of Meridian's ability and willingness to fund this litigation through trial and potential appeal.

(b) Impact of Delays and Defects on NFA's Operations: We ask that you assess the economic impact of Meridian's construction delays and defective work on NFA's United States fiber-optic operations. For context, NFA reported fiscal year 2023 revenue of approximately $1.1 billion and EBITDA of approximately $286 million. NFA's fiscal year 2024 capital expenditure budget is $340 million, a significant portion of which was allocated to the project that is the subject of the MCA. Your analysis should consider the opportunity costs associated with delayed network deployment, deferred revenue from enterprise and wholesale customers awaiting fiber connectivity, and the impact on NFA's ability to meet its service commitments and business plan projections.

(c) Coordination with Defense Construction/Delay Expert: You shall coordinate with Dr. Elinor Chazen of Lakeview Consulting Group LLC, located at 200 South Wacker Drive, Suite 1400, Chicago, Illinois 60606, who has been retained as NFA's construction and delay expert. Dr. Chazen's analysis will address construction timeline, critical path delay, and the allocation of responsibility for schedule delays between Meridian and NFA. The outputs of Dr. Chazen's analysis — including her findings on the number of compensable delay days, the causes of delay, and the apportionment of concurrent delay — will serve as key inputs to your damages quantification. All communications between you and Dr. Chazen should be coordinated through C&H, as discussed in Section 7 below.

(d) Daubert/Frye Challenges: You should prepare for the possibility that Meridian will challenge the admissibility of your expert testimony and, conversely, that NFA may seek to exclude the testimony of Dr. Forster. We ask that you familiarize yourself with Dr. Forster's anticipated methodology and be prepared to identify any methodological shortcomings that would support a challenge to the reliability and admissibility of her opinions under the applicable evidentiary standards. We will provide further guidance on this issue as the litigation progresses.

3.4 Deliverables. The following deliverables are expected in connection with this engagement:

(a) Preliminary Findings Memorandum: A preliminary memorandum summarizing your initial findings, key observations, and anticipated opinions, for internal use by the C&H litigation team. The target date for this deliverable is early January 2025.

(b) Expert Report: A full expert report in compliance with all requirements of the New York Civil Practice Law and Rules ("CPLR") and any applicable orders of the court, setting forth your qualifications, the materials considered, your opinions, and the bases therefor. This report is due on or before March 31, 2025.

(c) Rebuttal Expert Report: A rebuttal expert report, if necessary, responding to the expert report of Dr. Natalie Forster or any other expert designated by Meridian. This report is due on or before May 15, 2025.

(d) Deposition Testimony: Testimony at your deposition by counsel for Meridian, which is anticipated to take place in June 2025, on a date to be determined.

(e) Trial Testimony: Testimony at trial, which is scheduled for a six-week window commencing in November 2025.

4. COMPENSATION AND BILLING TERMS

4.1 Hourly Rates

Expert shall be compensated on an hourly basis at the following rates:

The foregoing rates are subject to annual adjustment, effective each January 1, upon not less than 30 days' prior written notice from Expert to C&H. Any rate adjustments shall apply only to services rendered after the effective date of the adjustment. In the event of a rate increase, C&H reserves the right to discuss the adjustment and, if necessary, to renegotiate the terms of this engagement.

4.2 Expenses. C&H will reimburse Expert for all reasonable out-of-pocket expenses incurred in connection with the performance of services under this engagement, including but not limited to the following:

(a) Travel expenses, including airfare, ground transportation, and parking;

(b) Lodging expenses incurred in connection with depositions, trial testimony, and in-person meetings with counsel;

(c) Data acquisition costs, including the purchase or licensing of financial databases, public filings, industry reports, and other reference materials;

(d) Specialized software costs, including licenses for economic modeling, statistical analysis, or financial valuation software required for this engagement;

(e) Copying, printing, and binding costs; and

(f) Courier and shipping services.

Air travel shall be at coach class for flights of three hours or less and at business class for flights exceeding three hours in duration. Any individual expense item exceeding $5,000 requires the prior written approval of C&H before the expense is incurred. Requests for approval should be directed to Jeffrey Park or Priya Anand.

4.3 Invoicing. Expert shall submit monthly invoices to C&H, addressed to:

Priya Anand, Billing Partner Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, New York 10022

Each invoice shall reference Matter No. 1022-00005 and shall include a detailed description of services rendered and expenses incurred during the billing period, including the date of service, the identity of each professional who performed the work, the number of hours billed, the applicable hourly rate, and a narrative description of the tasks performed. All expense items should be itemized and supported by receipts where applicable.

Payment terms are Net 30 days from C&H's receipt of each invoice. C&H will use commercially reasonable efforts to process and remit payment within the stated payment period. In the event of any billing dispute, C&H shall notify Expert within 15 days of receipt of the invoice, and the parties shall work in good faith to resolve the dispute promptly.

For purposes of internal budgeting, we note that the estimated total expert costs for this engagement — combined with the parallel engagement of Dr. Elinor Chazen of Lakeview Consulting Group LLC — are anticipated to be in the range of $2.4 million to $3.1 million through trial. Professor Whitfield's share of the total expert costs is anticipated at approximately $1.2 million to $1.6 million through trial. These estimates are provided for informational purposes only and do not constitute a fee cap or a guaranteed maximum.

4.4 Budget. Expert shall provide a phased budget estimate to C&H within 14 calendar days of executing this engagement letter. The budget estimate should be broken down by the following phases:

(a) Phase I — Preliminary Analysis (November 2024 – January 2025);

(b) Phase II — Expert Report Preparation (January 2025 – March 2025);

(d) Phase IV — Deposition Preparation and Testimony (May 2025 – June 2025); and

(e) Phase V — Trial Preparation and Testimony (August 2025 – November 2025).

Each phase should include an estimate of hours by professional level and anticipated expenses. C&H and Expert shall review the budget periodically and adjust as necessary based on developments in the litigation.

5. CONFIDENTIALITY AND PRIVILEGE

5.1 Attorney-Client Privilege and Work Product Protection

All communications between Expert and C&H, including but not limited to oral discussions, written correspondence, electronic communications, and the exchange of documents and data, are made in anticipation of litigation and at the direction of counsel, and are intended to be protected by the attorney-client privilege and/or the work product doctrine. Expert's preliminary analyses, draft reports, working papers, internal memoranda, and other materials prepared at counsel's direction in connection with this engagement constitute attorney work product.

Expert shall take all reasonable precautions to preserve the privileged and protected nature of these communications and materials. Expert shall not disclose any information received in connection with this engagement, including but not limited to case strategy, legal theories, counsel's mental impressions, or the substance of any communications with C&H, to any third party without the prior written consent of C&H.

5.2 Confidentiality of Case Materials

In the course of this engagement, Expert will receive access to documents and information that have been produced in discovery and designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials entered in this action on October 1, 2024 (the "Confidentiality Stipulation"). A copy of the Confidentiality Stipulation is enclosed with this letter as Enclosure 4.

Expert acknowledges that it has reviewed, or will review upon receipt, the terms of the Confidentiality Stipulation, and agrees to comply with all obligations imposed therein. Expert understands that violation of the Confidentiality Stipulation may subject Expert and/or C&H to sanctions by the court.

All case materials received by Expert in connection with this engagement must be stored securely, whether in physical or electronic form, with access limited to those individuals at Pinnacle Economics LLC who are actively working on this matter and who have signed any required acknowledgment forms under the Confidentiality Stipulation. Expert shall maintain a log of all individuals who have access to confidential case materials.

Upon conclusion of the engagement — whether by completion of the litigation, termination, or otherwise — all case materials and copies thereof must be returned to C&H or certified as destroyed, at C&H's election. C&H will provide written instructions regarding the disposition of materials at the appropriate time.

5.3 Document Retention

Expert shall retain all notes, analyses, data, correspondence, documents reviewed, and other materials created or received in connection with this engagement, as they may be subject to discovery or examination during Expert's deposition. Expert should be aware that under the CPLR, applicable court rules, and the court's Preliminary Conference Order, drafts of expert reports and communications between counsel and retained experts may be discoverable to varying degrees. C&H will provide Expert with further guidance on document retention protocols, including any limitations on what should and should not be committed to writing, as the engagement progresses. Expert should consult with C&H before discarding any materials related to this engagement.

6. EXPERT INDEPENDENCE AND DISCLOSURES

The integrity and credibility of expert testimony depend upon the independence and objectivity of the expert witness. Accordingly, Expert confirms and represents the following:

(a) Neither Professor Gordon Whitfield nor Pinnacle Economics LLC has any financial interest in, ownership stake in, or business relationship with any of the following entities: Northgate Telecommunications PLC; Northgate Fiber Americas Inc.; Meridian Infrastructure Partners LLC; Ridgepoint Capital Group LP; Crestline Construction Group Inc.; Ironclad Surety Group Inc.; Dralvecen Commercial Finance LLC; Hargrove, Deluca & Stein LLP; Keystone Project Advisory LLC; Westbrook Valuation Services Inc.; or any other party, affiliate, or counsel of record in this litigation.

(b) Neither Professor Whitfield nor Pinnacle Economics LLC has previously been engaged by or performed services for or against any of the above-named entities in any capacity.

(c) Expert shall promptly disclose to C&H any conflict of interest, potential conflict of interest, or appearance of a conflict of interest that arises during the course of this engagement, including but not limited to any new business relationship, consulting engagement, academic appointment, or investment that could reasonably be perceived as affecting Expert's objectivity or independence.

(d) Expert understands and acknowledges that Expert's duty is to provide objective, independent, and well-supported opinions based on the available evidence and accepted economic methodologies. Expert's opinions must be truthful and complete irrespective of the identity of the retaining party, and Expert shall not advocate for a particular outcome or tailor opinions to achieve a desired result. Expert understands that any credibility Expert has as a witness derives from Expert's commitment to intellectual honesty and analytical rigor.

7. COORDINATION WITH OTHER EXPERTS AND COUNSEL

Expert shall coordinate with Dr. Elinor Chazen of Lakeview Consulting Group LLC, who has been retained as NFA's construction and delay expert pursuant to a separate engagement letter dated October 15, 2024. Dr. Chazen's areas of focus include delay causation analysis, critical path methodology, schedule impact analysis, and the allocation of responsibility for construction delays. Her findings on these subjects will serve as critical inputs to your damages quantification, and it is essential that the two sets of expert opinions be internally consistent and mutually reinforcing.

All communications between you and Dr. Chazen — whether by telephone, videoconference, email, or in person — shall be directed through or approved by C&H to preserve applicable privileges. Typically, a member of the C&H litigation team will participate in joint expert discussions to ensure that privilege is maintained and that the discussions remain focused on matters within each expert's respective areas of responsibility.

Expert shall not communicate directly, whether orally or in writing, with any party to this litigation, including NFA personnel, without C&H's prior authorization. Expert shall not communicate with opposing counsel, including Thomas Deluca or Miriam Vasquez of Hargrove, Deluca & Stein LLP, or with Meridian's retained experts, including James Ochoa, P.E., of Keystone Project Advisory LLC (Meridian's construction expert) and Dr. Natalie Forster of Westbrook Valuation Services Inc. (Meridian's damages expert), except in the context of formal proceedings such as depositions or trial, and then only in the presence of C&H counsel. Expert shall not communicate with the court or any judicial officer without C&H's prior authorization.

If Expert is contacted by any person in connection with this matter outside of the channels described in this Section 7, Expert shall decline to discuss the matter and promptly notify C&H.

8. TERM AND TERMINATION

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

In the event of termination, Expert shall be entitled to compensation for all services rendered and expenses properly incurred through the effective date of termination. Expert shall cooperate with C&H in the transition of the engagement, including the return of all case materials and the orderly transfer of any work in progress.

Expert's confidentiality obligations under Sections 5.1, 5.2, and 5.3 of this letter, and under the Confidentiality Stipulation, shall survive the termination of this engagement and shall continue in full force and effect indefinitely, unless otherwise ordered by the court or agreed to in writing by C&H.

9. INDEPENDENT CONTRACTOR STATUS

Expert is retained as an independent contractor and is not, and shall not be deemed to be, an employee, agent, partner, or joint venturer of C&H, NFA, Northgate, or any affiliated entity. Expert shall have no authority to bind C&H, NFA, Northgate, or any affiliated entity to any obligation, contract, or commitment. Expert is solely responsible for all applicable taxes, including self-employment taxes, arising from the compensation received under this engagement, and C&H shall not withhold or pay any federal, state, or local taxes on Expert's behalf.

10. GOVERNING LAW

This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

11. ACCEPTANCE

If the terms set forth in this letter are acceptable to you, please indicate your agreement by signing in the space provided below and returning a signed copy of this letter to:

Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, New York 10022

Email: jeffrey.park@calderwoodharkness.com

A countersigned copy may be returned by hand delivery, overnight courier, or scanned email attachment. Upon receipt of your countersigned copy, this letter shall constitute a binding agreement between C&H and Expert with respect to the engagement described herein.

We are confident that your expertise in damages economics and your extensive experience as a testifying expert in complex commercial disputes will be of tremendous value to NFA's defense in this matter. We look forward to a productive and collegial working relationship and to the opportunity to collaborate with you and the Pinnacle Economics team in the months ahead. Please do not hesitate to reach out to Linda Osei or Jeffrey Park if you have any questions regarding this engagement or if you require any additional information to get started.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Linda Osei

Title: Partner

Date: November 1, 2024

ACKNOWLEDGED AND AGREED:

PINNACLE ECONOMICS LLC

By: ________

Name: Professor Gordon Whitfield

Title: President and Managing Principal

Date: ________

ENCLOSURES

The following documents are enclosed for your review:

Enclosure 1: Verified Complaint, filed July 15, 2024, 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

Enclosure 2: Answer with Affirmative Defenses and Counterclaims, filed September 3, 2024

Enclosure 3: Master Construction Agreement dated March 15, 2020, between NFA and Meridian (with all exhibits, including Exhibit B — Milestone Schedule and Phase Allocations)

Enclosure 4: Stipulation and Proposed Order Regarding Confidentiality of discovery Materials, filed October 1, 2024

Enclosure 5: Cure Notice No. 1, dated January 18, 2024, and Cure Notice No. 2, dated February 19, 2024

Enclosure 6: Notice of Termination for Cause, dated April 1, 2024

Enclosure 7: Replacement Construction Contract between NFA and Crestline Construction Group Inc., executed June 10, 2024

Enclosure 8: Milestone Delay Timeline and Liquidated Damages Calculation (spreadsheet)

Enclosure 9: Payment History and Retainage Analysis (spreadsheet)

Enclosure 10: Non-Conformance Report Summary (287 NCRs, with classification of critical and non-critical deficiencies)

Enclosure 11: Preliminary Conference Order, entered October 1, 2024, setting discovery and trial schedule

cc: Dominic Hale, General Counsel, Northgate Telecommunications PLC Priya Anand, Billing Partner, Calderwood & Harkness LLP Jeffrey Park, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Working Associate, Calderwood & Harkness LLP

Event	Date
Expert reports due	March 31, 2025
Rebuttal expert reports due	May 15, 2025
Expert depositions	June 2025 (specific dates TBD)
Trial (6-week window)	November 2025
Phase	Milestone	Days Late	LD Rate	Calculated LDs	Cap Applied	Assessed LDs
Phase 1	MS3	47	$175,000/day	$8,225,000	No	$8,225,000
Phase 2	MS5	22	$175,000/day	$3,850,000	No	$3,850,000
Phase 2	MS6	68	$175,000/day	$11,900,000	No	$11,900,000
Phase 2	MS7	91	$175,000/day	$15,925,000	No	$15,925,000
Phase 2	MS8	134	$175,000/day	$23,450,000	Yes (10% of MS8 value)	$9,100,000
Total	$49,000,000
NCR Category	Number of NCRs	Average Remediation Cost	Total Estimated Cost
Critical NCRs	43	$275,000	$11,825,000
Non-Critical NCRs	244	$26,500	$6,466,000
Total	287	$18,291,000
Professional	Hourly Rate
Professor Gordon Whitfield	$950 per hour
Senior Analysts, Pinnacle Economics LLC	$575 per hour
Research Analysts, Pinnacle Economics LLC	$350 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue, 33rd Floor New York, New York 10022
Telephone: (212) 547-8000 Facsimile: (212) 547-8001 www.calderwoodharkness.com
November 1, 2024
Matter No. 1022-00005
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
Professor Gordon Whitfield Pinnacle Economics LLC 1700 Broadway, Suite 2200 New York, New York 10019
Re: Engagement as Damages Expert — *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
Dear Professor Whitfield:
We are pleased to write to formalize the terms of your engagement as a damages and economics expert in the above-captioned litigation. This letter sets forth the scope, terms, and conditions of your retention by Calderwood & Harkness LLP on behalf of our client, Northgate Fiber Americas Inc. We ask that you review this letter carefully and, if the terms are acceptable, sign and return a copy to us at your earliest convenience so that we may proceed expeditiously with the substantive work.
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1. PURPOSE OF ENGAGEMENT AND RETENTION
1.1 The Retaining Firm and Client
Calderwood & Harkness LLP ("C&H" or the "Firm") represents Northgate Fiber Americas Inc. ("NFA"), a Delaware corporation (Delaware Division of Corporations File No. 7182934) and a wholly owned subsidiary of Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company incorporated in England and Wales (Companies House Co. No. 08234517), with its registered office and corporate headquarters at 14 Cavendish Square, London W1G 0BX, United Kingdom. Northgate's American Depositary Receipts trade on the Nasdaq Stock Market under the symbol "NTPLF," and its ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP." NFA maintains its principal office at 600 Lexington Avenue, 28th Floor, New York, New York 10022, and serves as the primary domestic operating entity for Northgate's fiber-optic infrastructure business in the United States.
1.2 The Litigation
NFA is the defendant in the above-captioned action, which was commenced by the filing of a Verified Complaint on July 15, 2024, by Meridian Infrastructure Partners LLC ("Meridian" or "MIP"), a Delaware limited liability company (Delaware Division of Corporations File No. 6439821), with its principal office at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Meridian is represented in this action by the law firm of Hargrove, Deluca & Stein LLP, located at 51 West 52nd Street, 40th Floor, New York, New York 10019, with lead partner Thomas Deluca and co-counsel Miriam Vasquez serving as counsel of record. The matter has been assigned to the Honorable Eleanor M. Ricci, Part 49, of the Supreme Court of the State of New York, New York County, Commercial Division, at the courthouse located at 60 Centre Street, New York, New York 10007.
NFA filed its Answer with Affirmative Defenses and Counterclaims on September 3, 2024, asserting counterclaims against Meridian totaling approximately $149 million, as more fully described in Section 3.2 below.
1.3 Retention of Expert
By this letter, C&H hereby retains Professor Gordon Whitfield and Pinnacle Economics LLC (collectively, the "Expert") to serve as NFA's damages and economics expert in the above-captioned matter. The engagement is effective as of the date of this letter, November 1, 2024, and shall continue in accordance with the terms set forth in Section 8 below.
1.4 C&H Team
The C&H professionals responsible for this engagement are as follows:
•  Responsible Partner: Linda Osei
•  Lead Associate: Jeffrey Park
•  Working Associate: Yuki Nakamura
•  Billing Partner: Priya Anand
All substantive communications regarding this engagement should be directed to Linda Osei or Jeffrey Park in the first instance, with copies to Yuki Nakamura as appropriate. All billing inquiries should be directed to Priya Anand.
2. BACKGROUND OF THE DISPUTE
We provide the following summary of the dispute to orient you to the factual and contractual framework within which your expert analysis will take place. This summary is based upon the pleadings, the underlying contract, and related documentation, copies of which are enclosed with this letter for your review.
2.1 The Master Construction Agreement
The dispute arises from a Master Construction Agreement (the "MCA") dated March 15, 2020, entered into between NFA, as owner (the "Owner"), and Meridian, as contractor (the "Contractor"). The MCA governed the design, engineering, permitting, and construction of approximately 18,500 route miles of underground and aerial fiber-optic cable infrastructure across a seven-state geographic footprint encompassing New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia.
The total contract price under the MCA was $1.2 billion, structured as a combination of fixed-price milestone payments and unit-rate pricing. Specifically, approximately $780 million (65% of the contract price) was allocated to fixed-price milestones tied to the completion of defined phases and sub-phases of the project, while approximately $420 million (35% of the contract price) was allocated to unit-rate pricing for specific categories of work, including but not limited to directional boring, aerial placement, splice closures, and conduit installation.
The MCA provided for a five-year term. NFA issued a formal Notice to Proceed on April 1, 2020, establishing an original substantial completion date of March 31, 2025. The MCA is governed by the laws of the State of New York, as set forth in Section 22.1 of the MCA. Pursuant to Section 22.4 of the MCA, both parties waived the right to trial by jury.
2.2 Termination for Cause
On April 1, 2024 — exactly four years after the Notice to Proceed — NFA exercised its right to terminate the MCA for cause pursuant to Section 14.1 of the MCA. NFA's termination was predicated on Meridian's material breach of its obligations under the MCA, as evidenced by the following:
(a) Persistent and substantial schedule delays, including failures to achieve multiple contractual milestones within the time frames required by the MCA and the Milestone Schedule (MCA Exhibit B);
(b) Substandard workmanship, as documented in a total of 287 non-conformance reports ("NCRs") issued by NFA's construction management team over the course of the project, of which 43 were classified as critical NCRs involving structural deficiencies, code violations, or safety-related defects that required immediate remediation; and
(c) Meridian's failure to cure the foregoing defaults despite receiving two written cure notices from NFA: Cure Notice No. 1, dated January 18, 2024, and Cure Notice No. 2, dated February 19, 2024, each of which identified specific deficiencies, established cure periods, and warned of termination for cause in the event of non-compliance.
2.3 Status of Work at Termination
At the time of termination on April 1, 2024, approximately 9,140 of the contracted 18,500 route miles had been constructed, representing approximately 49.4% of the total scope. Total payments made by NFA to Meridian over the life of the MCA amounted to $512,700,000. In addition, NFA held retainage in the amount of $56,966,667, representing 10% of the gross value of certified work ($569,666,670). The remaining unperformed contract value at the time of termination was $630,300,000.
2.4 Meridian's Claims
Meridian filed its Verified Complaint on July 15, 2024, asserting four causes of action and seeking aggregate damages of approximately $200 million. The specific claims and damages theories are discussed in greater detail in Section 3.1 below.
2.5 NFA's Counterclaims
NFA filed its Answer with Affirmative Defenses and Counterclaims on September 3, 2024, asserting three counterclaims against Meridian totaling approximately $149 million. The specific counterclaim theories and damages are discussed in greater detail in Section 3.2 below.
2.6 Replacement Contractor
Following termination of the MCA, NFA undertook a competitive solicitation process and ultimately retained Crestline Construction Group Inc. ("Crestline"), a Virginia corporation headquartered at 8200 Greensboro Drive, Suite 900, McLean, Virginia 22102, to complete the remaining scope of work. NFA and Crestline executed a replacement construction contract dated June 10, 2024, with a contract price of $712 million for the remaining scope. The Crestline contract and its relationship to the remaining MCA scope are central to NFA's excess completion cost counterclaim, as discussed in Section 3.2 below.
2.7 Key Litigation Dates
The Preliminary Conference Order entered on October 1, 2024 establishes the following critical dates relevant to your engagement:
These dates frame the timeline within which your work must be completed, and we will work with you to establish interim milestones to ensure that we meet each deadline with adequate time for review and refinement.
3. SCOPE OF EXPERT SERVICES
Your engagement encompasses three principal areas of work: (i) rebuttal and critique of Meridian's damages claims, (ii) analysis and quantification of NFA's counterclaim damages, and (iii) additional economic analyses as described below. Each is discussed in turn.
3.1 Rebuttal of Meridian's Damages Claims
You are retained to analyze, critique, and rebut the damages theories advanced by Meridian in the Verified Complaint and as anticipated to be presented through the testimony and expert report of Meridian's damages expert, Dr. Natalie Forster of Westbrook Valuation Services Inc., located at 100 Park Avenue, Suite 800, New York, New York 10017. We expect Dr. Forster's expert report to be served on or about March 31, 2025, and you will have the opportunity to review and respond to it in your rebuttal report, due May 15, 2025.
We ask that you specifically evaluate the following four categories of damages asserted by Meridian:
3.1.1 Count I — Wrongful Termination Damages ($92,400,000).  In Count I of the Verified Complaint, Meridian alleges that NFA's termination of the MCA for cause was wrongful and that the termination should instead be treated as a termination for convenience. On this basis, Meridian claims entitlement to two categories of damages:
(a) Termination-for-Convenience Fee: Meridian claims the termination-for-convenience fee specified in Section 14.3 of the MCA, calculated as 8% of the remaining unperformed contract value. Based on a remaining contract value of $630,300,000, Meridian calculates this fee as $50,424,000.
(b) Lost Profits: In addition to the termination-for-convenience fee, Meridian claims lost profits on the unperformed work in the amount of $41,976,000. This claim appears to rest on Meridian's assertion that it would have earned a specified profit margin on the remaining $630,300,000 of contract scope had the MCA not been terminated.
Your analysis with respect to Count I should include, at a minimum, the following:
(i) An assessment of whether Meridian's lost-profits calculation is economically sound, including a rigorous analysis of Meridian's historical profit margins, overhead allocation methodology, and projected profitability on the remaining MCA scope. In this regard, we note that Meridian's consolidated financial statements for fiscal year 2023 reflect total revenue of approximately $620 million and EBITDA of approximately $58.9 million, yielding an EBITDA margin of approximately 9.5%. You should evaluate whether the profit margin Meridian claims on the unperformed MCA work is consistent with its historical financial performance and whether such margins are achievable given the specific contract structure — particularly the combination of fixed-price milestones (65%) and unit-rate pricing (35%).
(ii) An evaluation of the economic reasonableness of Meridian's dual recovery theory — that is, whether Meridian can simultaneously claim a termination-for-convenience fee (which itself is designed to compensate for lost profits and wind-down costs) and a separate lost-profits recovery without double-counting.
(iii) An analysis of the applicability of the mutual consequential damages waiver set forth in Section 20.1 of the MCA as a contractual bar to the lost-profits component of Meridian's wrongful termination claim. You should consider the distinction, if any, between direct damages and consequential damages in this context under New York law and opine on the economic characterization of the claimed lost profits.
3.1.2 Count II — Unpaid Invoices ($16,500,000).  In Count II, Meridian claims that NFA wrongfully rejected and refused to pay $16,500,000 in disputed Phase 3 payment applications. NFA rejected these payment applications on the grounds that the underlying work was defective and did not conform to the specifications set forth in the MCA, and that the unit counts reflected in the invoices were inflated and not supported by field verification data.
Your analysis with respect to Count II should include an examination of whether the invoiced amounts accurately reflect work that was actually performed to the specifications required by the MCA, and whether the unit counts submitted by Meridian in the disputed payment applications are supportable based on the available field data, daily logs, GPS tracking records, and quality assurance/quality control documentation. You should coordinate with Dr. Chazen on any schedule and construction-related inputs relevant to this analysis.
3.1.3 Count III — Retainage ($56,966,667).  In Count III, Meridian claims entitlement to the full retainage balance of $56,966,667 held by NFA, representing 10% of the gross value of all certified work performed under the MCA ($569,666,670). Meridian asserts that the retainage should be released upon termination, regardless of the circumstances of termination.
Your analysis with respect to Count III should evaluate whether NFA's continued withholding of the retainage balance is economically justified in light of Meridian's uncured defects as documented in the 287 NCRs, outstanding liquidated damages assessments against Meridian, and NFA's counterclaim offsets. You should analyze the retainage provisions of the MCA and the extent to which NFA is entitled to apply retainage against amounts owed to NFA by Meridian under the contract, including but not limited to liquidated damages, remediation costs, and excess completion costs.
3.1.4 Count IV — Breach of Implied Covenant of Good Faith and Fair Dealing ($34,133,333).  In Count IV, Meridian claims consequential damages in the amount of $34,133,333 for alleged breach of the implied covenant of good faith and fair dealing. Meridian specifically alleges that NFA's termination was undertaken in bad faith and caused Meridian to suffer (a) a loss of bonding capacity, allegedly impairing Meridian's ability to bid on and secure future construction projects, and (b) reputational harm in the marketplace.
Your analysis with respect to Count IV should address the following:
(a) Whether these categories of damages are barred by the mutual consequential damages waiver in Section 20.1 of the MCA, which provides that neither party shall be liable to the other for "any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of revenue, loss of profits, loss of business opportunities, or damage to reputation, arising out of or in connection with this Agreement, whether based in contract, tort, strict liability, or any other theory."
(b) Whether Meridian's claimed damages for loss of bonding capacity and reputational harm are inherently speculative and unquantifiable, and whether Dr. Forster's methodology for calculating these damages (to the extent one is offered) is economically reliable and generally accepted.
(c) Whether Meridian's claims are unsupported by the available economic evidence. In this regard, we note the following: Meridian's total project backlog at the time of termination (including the remaining value of the NFA contract) was approximately $1.4 billion. Meridian's post-termination backlog was approximately $770 million. The Expert should consider these figures in evaluating Meridian's assertions regarding mitigation efforts and the actual economic impact, if any, of the termination on Meridian's business operations and bonding capacity.
3.2 Analysis of Northgate's Counterclaim Damages
In addition to rebutting Meridian's affirmative claims, you are retained to analyze, quantify, and provide expert support for NFA's three counterclaims, which collectively seek damages of approximately $149 million.
3.2.1 Counterclaim I — Liquidated Damages ($49,000,000).  NFA's first counterclaim seeks recovery of liquidated damages assessed against Meridian under Section 9.1 of the MCA, which provides for liquidated damages at the rate of $175,000 per day per milestone for each day of delay beyond the contractual milestone completion dates set forth in the Milestone Schedule (MCA Exhibit B). The specific liquidated damages assessments are as follows:
With respect to Milestone MS8, the calculated liquidated damages of $23,450,000 (134 days × $175,000 per day) exceed the per-milestone cap of 10% of the milestone value ($91,000,000 × 10% = $9,100,000), and the assessed amount is therefore limited to $9,100,000 in accordance with the cap provision.
The total assessed liquidated damages of $49,000,000 fall below the aggregate cap set forth in the MCA, which limits total liquidated damages to 5% of the total contract price ($1,200,000,000 × 5% = $60,000,000).
Your analysis with respect to Counterclaim I should:
(i) Quantify and validate the liquidated damages assessments set forth above, confirming the accuracy of the delay calculations and the proper application of the per-milestone and aggregate caps;
(ii) Opine on the reasonableness of the $175,000-per-day liquidated damages rate as a genuine pre-estimate of the delay damages that NFA would likely suffer as a result of milestone delays, taking into account the nature of NFA's business, the revenue and customer commitments dependent upon timely network activation, and the operational costs associated with construction delay. This analysis is relevant to the enforceability of the liquidated damages provision under New York law, which requires that liquidated damages bear a reasonable relationship to probable loss and not constitute a penalty.
3.2.2 Counterclaim II — Excess Completion Costs ($81,700,000).  NFA's second counterclaim seeks recovery of the excess cost incurred by NFA in retaining a replacement contractor to complete the remaining scope of work following Meridian's termination. The excess completion cost is calculated as the difference between the remaining value of the unperformed work under the MCA ($630,300,000) and the contract price of the replacement contract with Crestline Construction Group Inc. ($712,000,000), yielding an excess completion cost of $81,700,000.
Your analysis with respect to Counterclaim II should include the following:
(i) Verification that the Crestline replacement contract covers substantially the same scope of work as the remaining unperformed scope under the MCA. This analysis should account for any additions, deletions, or modifications to the scope and should quantify, to the extent possible, any scope differential and its cost impact.
(ii) An assessment of the reasonableness of the Crestline contract pricing relative to prevailing market conditions for fiber-optic construction services in the seven-state footprint at the time the Crestline contract was executed (June 2024). This analysis should consider labor market conditions, materials pricing, equipment costs, and the competitive landscape in the telecommunications construction industry.
(iii) An evaluation of whether NFA acted reasonably in mitigating its damages — that is, whether NFA's procurement process for the replacement contractor was commercially reasonable, whether NFA solicited competitive bids, and whether the Crestline pricing reflects fair market value for the remaining scope of work.
3.2.3 Counterclaim III — Remediation of Defective Work ($18,300,000).  NFA's third counterclaim seeks recovery of the estimated cost to remediate defective work performed by Meridian, as documented in the 287 NCRs issued over the course of the project. The remediation cost estimate is derived as follows:
The total estimated remediation cost is approximately $18,300,000 (rounded).
Your analysis with respect to Counterclaim III should include a review of NFA's engineering cost estimates for the remediation work associated with each category of NCR, and an assessment of the reasonableness of those estimates in light of industry standards, prevailing labor and materials costs, and the nature and severity of the documented defects. You should coordinate with Dr. Chazen on any construction-related inputs relevant to the remediation cost analysis.
3.3 Additional Economic Analyses
In addition to the specific claims and counterclaims analyses described above, your engagement encompasses the following supplementary economic analyses:
(a) Meridian's Financial Condition and Litigation Posture: We ask that you evaluate Meridian's financial condition and the economic dynamics that may inform its litigation posture and settlement behavior. Relevant considerations include the following: Meridian's majority ownership by Ridgepoint Capital Group LP, a private equity firm that acquired a 55% stake in Meridian in 2018 for approximately $285 million; Meridian's existing indebtedness, including a $150 million revolving credit facility with Dralvecen Commercial Finance LLC and the impact of the NFA contract termination on Meridian's financial covenants; and Ridgepoint's estimated litigation war chest of approximately $12 million, which may inform the parties' respective assessments of Meridian's ability and willingness to fund this litigation through trial and potential appeal.
(b) Impact of Delays and Defects on NFA's Operations: We ask that you assess the economic impact of Meridian's construction delays and defective work on NFA's United States fiber-optic operations. For context, NFA reported fiscal year 2023 revenue of approximately $1.1 billion and EBITDA of approximately $286 million. NFA's fiscal year 2024 capital expenditure budget is $340 million, a significant portion of which was allocated to the project that is the subject of the MCA. Your analysis should consider the opportunity costs associated with delayed network deployment, deferred revenue from enterprise and wholesale customers awaiting fiber connectivity, and the impact on NFA's ability to meet its service commitments and business plan projections.
(c) Coordination with Defense Construction/Delay Expert: You shall coordinate with Dr. Elinor Chazen of Lakeview Consulting Group LLC, located at 200 South Wacker Drive, Suite 1400, Chicago, Illinois 60606, who has been retained as NFA's construction and delay expert. Dr. Chazen's analysis will address construction timeline, critical path delay, and the allocation of responsibility for schedule delays between Meridian and NFA. The outputs of Dr. Chazen's analysis — including her findings on the number of compensable delay days, the causes of delay, and the apportionment of concurrent delay — will serve as key inputs to your damages quantification. All communications between you and Dr. Chazen should be coordinated through C&H, as discussed in Section 7 below.
(d) Daubert/Frye Challenges: You should prepare for the possibility that Meridian will challenge the admissibility of your expert testimony and, conversely, that NFA may seek to exclude the testimony of Dr. Forster. We ask that you familiarize yourself with Dr. Forster's anticipated methodology and be prepared to identify any methodological shortcomings that would support a challenge to the reliability and admissibility of her opinions under the applicable evidentiary standards. We will provide further guidance on this issue as the litigation progresses.
3.4 Deliverables.  The following deliverables are expected in connection with this engagement:
(a) Preliminary Findings Memorandum: A preliminary memorandum summarizing your initial findings, key observations, and anticipated opinions, for internal use by the C&H litigation team. The target date for this deliverable is early January 2025.
(b) Expert Report: A full expert report in compliance with all requirements of the New York Civil Practice Law and Rules ("CPLR") and any applicable orders of the court, setting forth your qualifications, the materials considered, your opinions, and the bases therefor. This report is due on or before March 31, 2025.
(c) Rebuttal Expert Report: A rebuttal expert report, if necessary, responding to the expert report of Dr. Natalie Forster or any other expert designated by Meridian. This report is due on or before May 15, 2025.
(d) Deposition Testimony: Testimony at your deposition by counsel for Meridian, which is anticipated to take place in June 2025, on a date to be determined.
(e) Trial Testimony: Testimony at trial, which is scheduled for a six-week window commencing in November 2025.
4. COMPENSATION AND BILLING TERMS
4.1 Hourly Rates
Expert shall be compensated on an hourly basis at the following rates:
The foregoing rates are subject to annual adjustment, effective each January 1, upon not less than 30 days' prior written notice from Expert to C&H. Any rate adjustments shall apply only to services rendered after the effective date of the adjustment. In the event of a rate increase, C&H reserves the right to discuss the adjustment and, if necessary, to renegotiate the terms of this engagement.
4.2 Expenses.  C&H will reimburse Expert for all reasonable out-of-pocket expenses incurred in connection with the performance of services under this engagement, including but not limited to the following:
(a) Travel expenses, including airfare, ground transportation, and parking;
(b) Lodging expenses incurred in connection with depositions, trial testimony, and in-person meetings with counsel;
(c) Data acquisition costs, including the purchase or licensing of financial databases, public filings, industry reports, and other reference materials;
(d) Specialized software costs, including licenses for economic modeling, statistical analysis, or financial valuation software required for this engagement;
(e) Copying, printing, and binding costs; and
(f) Courier and shipping services.
Air travel shall be at coach class for flights of three hours or less and at business class for flights exceeding three hours in duration. Any individual expense item exceeding $5,000 requires the prior written approval of C&H before the expense is incurred. Requests for approval should be directed to Jeffrey Park or Priya Anand.
4.3 Invoicing.  Expert shall submit monthly invoices to C&H, addressed to:
Priya Anand, Billing Partner Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, New York 10022
Each invoice shall reference Matter No. 1022-00005 and shall include a detailed description of services rendered and expenses incurred during the billing period, including the date of service, the identity of each professional who performed the work, the number of hours billed, the applicable hourly rate, and a narrative description of the tasks performed. All expense items should be itemized and supported by receipts where applicable.
Payment terms are Net 30 days from C&H's receipt of each invoice. C&H will use commercially reasonable efforts to process and remit payment within the stated payment period. In the event of any billing dispute, C&H shall notify Expert within 15 days of receipt of the invoice, and the parties shall work in good faith to resolve the dispute promptly.
For purposes of internal budgeting, we note that the estimated total expert costs for this engagement — combined with the parallel engagement of Dr. Elinor Chazen of Lakeview Consulting Group LLC — are anticipated to be in the range of $2.4 million to $3.1 million through trial. Professor Whitfield's share of the total expert costs is anticipated at approximately $1.2 million to $1.6 million through trial. These estimates are provided for informational purposes only and do not constitute a fee cap or a guaranteed maximum.
4.4 Budget.  Expert shall provide a phased budget estimate to C&H within 14 calendar days of executing this engagement letter. The budget estimate should be broken down by the following phases:
(a) Phase I — Preliminary Analysis (November 2024 – January 2025);
(b) Phase II — Expert Report Preparation (January 2025 – March 2025);
(c) Phase III — Rebuttal Report Preparation (April 2025 – May 2025);
(d) Phase IV — Deposition Preparation and Testimony (May 2025 – June 2025); and
(e) Phase V — Trial Preparation and Testimony (August 2025 – November 2025).
Each phase should include an estimate of hours by professional level and anticipated expenses. C&H and Expert shall review the budget periodically and adjust as necessary based on developments in the litigation.
5. CONFIDENTIALITY AND PRIVILEGE
5.1 Attorney-Client Privilege and Work Product Protection
All communications between Expert and C&H, including but not limited to oral discussions, written correspondence, electronic communications, and the exchange of documents and data, are made in anticipation of litigation and at the direction of counsel, and are intended to be protected by the attorney-client privilege and/or the work product doctrine. Expert's preliminary analyses, draft reports, working papers, internal memoranda, and other materials prepared at counsel's direction in connection with this engagement constitute attorney work product.
Expert shall take all reasonable precautions to preserve the privileged and protected nature of these communications and materials. Expert shall not disclose any information received in connection with this engagement, including but not limited to case strategy, legal theories, counsel's mental impressions, or the substance of any communications with C&H, to any third party without the prior written consent of C&H.
5.2 Confidentiality of Case Materials
In the course of this engagement, Expert will receive access to documents and information that have been produced in discovery and designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials entered in this action on October 1, 2024 (the "Confidentiality Stipulation"). A copy of the Confidentiality Stipulation is enclosed with this letter as Enclosure 4.
Expert acknowledges that it has reviewed, or will review upon receipt, the terms of the Confidentiality Stipulation, and agrees to comply with all obligations imposed therein. Expert understands that violation of the Confidentiality Stipulation may subject Expert and/or C&H to sanctions by the court.
All case materials received by Expert in connection with this engagement must be stored securely, whether in physical or electronic form, with access limited to those individuals at Pinnacle Economics LLC who are actively working on this matter and who have signed any required acknowledgment forms under the Confidentiality Stipulation. Expert shall maintain a log of all individuals who have access to confidential case materials.
Upon conclusion of the engagement — whether by completion of the litigation, termination, or otherwise — all case materials and copies thereof must be returned to C&H or certified as destroyed, at C&H's election. C&H will provide written instructions regarding the disposition of materials at the appropriate time.
5.3 Document Retention
Expert shall retain all notes, analyses, data, correspondence, documents reviewed, and other materials created or received in connection with this engagement, as they may be subject to discovery or examination during Expert's deposition. Expert should be aware that under the CPLR, applicable court rules, and the court's Preliminary Conference Order, drafts of expert reports and communications between counsel and retained experts may be discoverable to varying degrees. C&H will provide Expert with further guidance on document retention protocols, including any limitations on what should and should not be committed to writing, as the engagement progresses. Expert should consult with C&H before discarding any materials related to this engagement.
6. EXPERT INDEPENDENCE AND DISCLOSURES
The integrity and credibility of expert testimony depend upon the independence and objectivity of the expert witness. Accordingly, Expert confirms and represents the following:
(a) Neither Professor Gordon Whitfield nor Pinnacle Economics LLC has any financial interest in, ownership stake in, or business relationship with any of the following entities: Northgate Telecommunications PLC; Northgate Fiber Americas Inc.; Meridian Infrastructure Partners LLC; Ridgepoint Capital Group LP; Crestline Construction Group Inc.; Ironclad Surety Group Inc.; Dralvecen Commercial Finance LLC; Hargrove, Deluca & Stein LLP; Keystone Project Advisory LLC; Westbrook Valuation Services Inc.; or any other party, affiliate, or counsel of record in this litigation.
(b) Neither Professor Whitfield nor Pinnacle Economics LLC has previously been engaged by or performed services for or against any of the above-named entities in any capacity.
(c) Expert shall promptly disclose to C&H any conflict of interest, potential conflict of interest, or appearance of a conflict of interest that arises during the course of this engagement, including but not limited to any new business relationship, consulting engagement, academic appointment, or investment that could reasonably be perceived as affecting Expert's objectivity or independence.
(d) Expert understands and acknowledges that Expert's duty is to provide objective, independent, and well-supported opinions based on the available evidence and accepted economic methodologies. Expert's opinions must be truthful and complete irrespective of the identity of the retaining party, and Expert shall not advocate for a particular outcome or tailor opinions to achieve a desired result. Expert understands that any credibility Expert has as a witness derives from Expert's commitment to intellectual honesty and analytical rigor.
7. COORDINATION WITH OTHER EXPERTS AND COUNSEL
Expert shall coordinate with Dr. Elinor Chazen of Lakeview Consulting Group LLC, who has been retained as NFA's construction and delay expert pursuant to a separate engagement letter dated October 15, 2024. Dr. Chazen's areas of focus include delay causation analysis, critical path methodology, schedule impact analysis, and the allocation of responsibility for construction delays. Her findings on these subjects will serve as critical inputs to your damages quantification, and it is essential that the two sets of expert opinions be internally consistent and mutually reinforcing.
All communications between you and Dr. Chazen — whether by telephone, videoconference, email, or in person — shall be directed through or approved by C&H to preserve applicable privileges. Typically, a member of the C&H litigation team will participate in joint expert discussions to ensure that privilege is maintained and that the discussions remain focused on matters within each expert's respective areas of responsibility.
Expert shall not communicate directly, whether orally or in writing, with any party to this litigation, including NFA personnel, without C&H's prior authorization. Expert shall not communicate with opposing counsel, including Thomas Deluca or Miriam Vasquez of Hargrove, Deluca & Stein LLP, or with Meridian's retained experts, including James Ochoa, P.E., of Keystone Project Advisory LLC (Meridian's construction expert) and Dr. Natalie Forster of Westbrook Valuation Services Inc. (Meridian's damages expert), except in the context of formal proceedings such as depositions or trial, and then only in the presence of C&H counsel. Expert shall not communicate with the court or any judicial officer without C&H's prior authorization.
If Expert is contacted by any person in connection with this matter outside of the channels described in this Section 7, Expert shall decline to discuss the matter and promptly notify C&H.
8. TERM AND TERMINATION
This engagement shall commence as of the date of this letter, November 1, 2024, and shall continue until the conclusion of the above-captioned litigation, including any post-trial motions and appeals, unless earlier terminated by either party. Either party may terminate this engagement upon 30 days' prior written notice to the other party, provided that any termination shall be subject to Expert's professional obligations to the tribunal and to the orderly transition of the engagement.
In the event of termination, Expert shall be entitled to compensation for all services rendered and expenses properly incurred through the effective date of termination. Expert shall cooperate with C&H in the transition of the engagement, including the return of all case materials and the orderly transfer of any work in progress.
Expert's confidentiality obligations under Sections 5.1, 5.2, and 5.3 of this letter, and under the Confidentiality Stipulation, shall survive the termination of this engagement and shall continue in full force and effect indefinitely, unless otherwise ordered by the court or agreed to in writing by C&H.
9. INDEPENDENT CONTRACTOR STATUS
Expert is retained as an independent contractor and is not, and shall not be deemed to be, an employee, agent, partner, or joint venturer of C&H, NFA, Northgate, or any affiliated entity. Expert shall have no authority to bind C&H, NFA, Northgate, or any affiliated entity to any obligation, contract, or commitment. Expert is solely responsible for all applicable taxes, including self-employment taxes, arising from the compensation received under this engagement, and C&H shall not withhold or pay any federal, state, or local taxes on Expert's behalf.
10. GOVERNING LAW
This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
11. ACCEPTANCE
If the terms set forth in this letter are acceptable to you, please indicate your agreement by signing in the space provided below and returning a signed copy of this letter to:
Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, New York 10022
Email: jeffrey.park@calderwoodharkness.com
A countersigned copy may be returned by hand delivery, overnight courier, or scanned email attachment. Upon receipt of your countersigned copy, this letter shall constitute a binding agreement between C&H and Expert with respect to the engagement described herein.
We are confident that your expertise in damages economics and your extensive experience as a testifying expert in complex commercial disputes will be of tremendous value to NFA's defense in this matter. We look forward to a productive and collegial working relationship and to the opportunity to collaborate with you and the Pinnacle Economics team in the months ahead. Please do not hesitate to reach out to Linda Osei or Jeffrey Park if you have any questions regarding this engagement or if you require any additional information to get started.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Linda Osei
Title: Partner
Date: November 1, 2024
ACKNOWLEDGED AND AGREED:
PINNACLE ECONOMICS LLC
By: ________
Name: Professor Gordon Whitfield
Title: President and Managing Principal
Date: ________
ENCLOSURES
The following documents are enclosed for your review:
Enclosure 1: Verified Complaint, filed July 15, 2024, 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
Enclosure 2: Answer with Affirmative Defenses and Counterclaims, filed September 3, 2024
Enclosure 3: Master Construction Agreement dated March 15, 2020, between NFA and Meridian (with all exhibits, including Exhibit B — Milestone Schedule and Phase Allocations)
Enclosure 4: Stipulation and Proposed Order Regarding Confidentiality of discovery Materials, filed October 1, 2024
Enclosure 5: Cure Notice No. 1, dated January 18, 2024, and Cure Notice No. 2, dated February 19, 2024
Enclosure 6: Notice of Termination for Cause, dated April 1, 2024
Enclosure 7: Replacement Construction Contract between NFA and Crestline Construction Group Inc., executed June 10, 2024
Enclosure 8: Milestone Delay Timeline and Liquidated Damages Calculation (spreadsheet)
Enclosure 9: Payment History and Retainage Analysis (spreadsheet)
Enclosure 10: Non-Conformance Report Summary (287 NCRs, with classification of critical and non-critical deficiencies)
Enclosure 11: Preliminary Conference Order, entered October 1, 2024, setting discovery and trial schedule
cc: Dominic Hale, General Counsel, Northgate Telecommunications PLC Priya Anand, Billing Partner, Calderwood & Harkness LLP Jeffrey Park, Lead Associate, Calderwood & Harkness LLP Yuki Nakamura, Working Associate, Calderwood & Harkness LLP
Event | Date
Expert reports due | March 31, 2025
Rebuttal expert reports due | May 15, 2025
Expert depositions | June 2025 (specific dates TBD)
Trial (6-week window) | November 2025
Phase | Milestone | Days Late | LD Rate | Calculated LDs | Cap Applied | Assessed LDs
Phase 1 | MS3 | 47 | $175,000/day | $8,225,000 | No | $8,225,000
Phase 2 | MS5 | 22 | $175,000/day | $3,850,000 | No | $3,850,000
Phase 2 | MS6 | 68 | $175,000/day | $11,900,000 | No | $11,900,000
Phase 2 | MS7 | 91 | $175,000/day | $15,925,000 | No | $15,925,000
Phase 2 | MS8 | 134 | $175,000/day | $23,450,000 | Yes (10% of MS8 value) | $9,100,000
Total | $49,000,000
NCR Category | Number of NCRs | Average Remediation Cost | Total Estimated Cost
Critical NCRs | 43 | $275,000 | $11,825,000
Non-Critical NCRs | 244 | $26,500 | $6,466,000
Total | 287 | $18,291,000
Professional | Hourly Rate
Professor Gordon Whitfield | $950 per hour
Senior Analysts, Pinnacle Economics LLC | $575 per hour
Research Analysts, Pinnacle Economics LLC | $350 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

PINNACLE ECONOMICS LLC

ENCLOSURES

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