Contract analysis

I. Purpose and Legal Obligation This memorandum constitutes a formal litigation hold notice issued by Calderwood & Harkness LLP, outside counsel to Northgate Networks America Inc. ("NNA") and Northgate Telecommunications PLC ("NTP" and, together with NNA, "Northgate" or the "Company"), in connection with the complaint filed by Ridgepoint Communications Inc. ("Ridgepoint") on September 19, 2022 in the United States Di

II. Background of the Litigation A. The Parties The following summary provides relevant background information regarding the parties to the Litigation. This information is provided to assist custodians and Company personnel in understanding the context of the dispute and the scope of the preservation obligation. Northgate Telecommunications PLC ("NTP"). NTP is a United Kingdom-headquartered public telecommunications

III. Scope of the Litigation Hold A. Subject Matter Categories This litigation hold covers all documents and ESI — in any format, medium, or location — relating to any of the following subject matter categories. This list is intended to be broadly inclusive, and custodians should err on the side of preservation in cases of doubt. If there is any question regarding whether particular materials fall within the scope of

1. Ridgepoint Communications Inc. All communications with, about, or referencing Ridgepoint Communications Inc., its officers (including, without limitation, Gregory Trent, CEO/Founder; Samira Hashemi; and Theodore Braun), directors, employees, agents, affiliates, subsidiaries, and its majority owner, Caravel Capital Partners LP (including, without limitation, Richard Cavanaugh). This category includes all internal N

2. Interconnection and Colocation Requests. All records of interconnection, colocation, and physical access requests received from Ridgepoint or from any other competitive carrier, Internet service provider, content delivery network, enterprise customer, or third party at any Northgate facility, from January 1, 2015 to the present. This category includes, without limitation, the requests themselves, acknowledgments o

3. The 14 Disputed Facilities. All documents relating to the following fourteen (14) facilities in the Philadelphia–Baltimore–Washington, D.C. corridor (the "Disputed Facilities"): (a) 401 N. Broad Street, Philadelphia, PA 19108 (b) 1500 Spring Garden Street, Philadelphia, PA 19130 (c) 100 Delancey Place, Cherry Hill, NJ 08034 (d) 220 S. Warren Street, Trenton, NJ 08608 (e) 700 E. Pratt Street, Baltimore, MD 21202 (f

4. The 3 Northern Virginia Holdover Facilities. All records relating to the three (3) Northgate facilities in northern Virginia where Ridgepoint currently occupies colocation space under the month-to-month holdover arrangement described in Section II.C above. This includes, without limitation, the original Master Interconnection Agreement dated June 15, 2015, all amendments and supplements thereto, all invoices issue

5. Wholesale Access Policy (WAP). All documents relating to the development, adoption (January 2020), implementation, modification, enforcement, and internal discussion of the Wholesale Access Policy, including, without limitation: board of directors minutes and resolutions; committee materials (including any materials of a wholesale access, pricing, or network strategy committee); policy drafts, redlines, and final

6. Market Competition and Market Share. All documents analyzing competition in the enterprise fiber-optic transport market in the Mid-Atlantic region, including, without limitation: market share estimates and analyses prepared by or for Northgate; competitive intelligence reports; pricing studies and competitive pricing analyses; customer win/loss analyses; assessments of Ridgepoint's competitive position or market i

7. Enterprise Fiber-Optic Transport Services. All documents relating to Northgate's last-mile enterprise fiber-optic transport services — including both lit and dark fiber offerings at speeds of 1 Gbps and above — in the Philadelphia–Baltimore–Washington, D.C. corridor, including, without limitation: service offering descriptions and specifications; customer contracts and service level agreements; pricing schedules,

8. Regulatory Filings and Compliance. All filings with the Federal Communications Commission ("FCC"), state public utility commissions in Pennsylvania, New Jersey, Maryland, Virginia, and the District of Columbia, and any other federal, state, or local regulatory bodies, to the extent such filings relate to interconnection obligations, compliance with Sections 251 and 252 of the Communications Act of 1934 (as amended

9. Communications Act Interconnection Obligations. All internal analyses, legal memoranda, policy documents, outside counsel opinions, and strategic assessments regarding Northgate's obligations under Sections 251 and 252 of the Communications Act as they relate to the Disputed Facilities and the Wholesale Access Policy. This includes any analyses of whether the WAP is consistent with Northgate's statutory interconne

10. NorthgateOS™ and SaaS Platforms. To the extent that any documentation regarding Northgate's cloud-connectivity services or NorthgateOS™ SaaS-based network management platform references, discusses, or is otherwise relevant to interconnection access, colocation, the Disputed Facilities, the WAP, or Northgate's relationship with Ridgepoint, such documentation falls within the scope of this hold. This includes, with

11. Financial and Revenue Data. Revenue, cost, and margin data for each of the fourteen (14) Disputed Facilities and for Northgate's enterprise fiber-optic transport business in the Philadelphia–Baltimore–Washington, D.C. corridor, including, without limitation: facility-level profit and loss statements; segment or service-line revenue reports; capital expenditure budgets and actuals; and any revenue or financial dat

IV. Identified Custodians Twenty-three (23) custodians have been identified across Northgate Networks America Inc. and Northgate Telecommunications PLC as individuals whose files, communications, and data are subject to this litigation hold. The custodian list has been developed by Calderwood & Harkness LLP based on an initial assessment of individuals who are likely to possess documents and ESI falling within the sc

V. Preservation Obligations and Required Actions A. Immediate Suspension of Document Destruction All routine document retention and destruction policies, auto-delete rules, and scheduled purges maintained by NNA and NTP are hereby suspended as they apply to any materials falling within the scope of this litigation hold as described in Section III above. This suspension is effective immediately and applies to all 23 i

1. Identify and segregate all potentially relevant materials currently in the custodian's possession, custody, or control. This includes materials located on the custodian's work computer, work email account, enterprise messaging accounts, personal devices, home computer, personal email accounts, shared drives, cloud storage, and in any physical files or storage areas maintained by the custodian.

2. Do not delete, discard, alter, overwrite, or destroy any materials falling within the scope categories described in Section III of this memorandum. This prohibition applies to all formats and media, including electronic files, emails, text messages, instant messages, voicemails, and physical documents.

3. Preserve materials on personal devices, home computers, and personal email accounts to the extent they contain work-related communications or documents within the scope of this hold. Custodians should not delete any work-related materials from personal devices, even if those materials were created or received outside of normal business hours or outside of Northgate's official IT infrastructure.

4. Secure hard-copy documents in their current location. Paper files, notebooks, handwritten notes, and any other physical documents within scope must not be disposed of, recycled, or relocated without prior authorization from Catherine Ng or Calderwood & Harkness LLP.

5. When in doubt, preserve. If a custodian is uncertain whether particular materials fall within the scope of this hold, the custodian must err on the side of preservation and contact Catherine Ng or Aaron Liu at Calderwood & Harkness LLP for guidance before taking any action that could result in the loss of those materials. C. IT Department Coordination The NNA Information Technology department, and the NTP Group IT

1. Preserve all email and messaging data for the 23 identified custodians, including implementing litigation hold tags, journal rules, or other technical measures to ensure that no email or messaging data is deleted or altered.

2. Preserve relevant shared drives, file servers, and cloud repositories, including any shared workspaces, team sites, Aldermere Systems libraries, or Cobalt Ridge Systems folders that contain materials within the scope of this hold.

3. Preserve CRM, billing, and engineering system data relating to Ridgepoint Communications Inc. (as a customer), the 14 Disputed Facilities, and the Wholesale Access Policy, including any records in Pinnacle Health IT, Ridgeline Industries, Hollowell & Co., or other enterprise systems used by Northgate.

4. Ensure that no system migrations, upgrades, or decommissioning activities result in the loss, corruption, or inaccessibility of relevant data. If any system migration, upgrade, or decommissioning is planned or underway that could affect systems containing data within the scope of this hold, NNA IT must immediately notify Catherine Ng and Calderwood & Harkness LLP before proceeding.

5. Maintain chain-of-custody documentation for all preserved data, including records of what data was preserved, when it was preserved, by whom, from which systems, and any technical measures implemented to ensure its integrity. D. Ongoing Collection Calderwood & Harkness LLP has retained Candela discovery Solutions Inc. ("Candela") as the e-discovery vendor for this matter. Candela's contact information is as follow

VI. Duration and Compliance A. Duration of the Hold This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written release. The hold will remain in place for the entire duration of the Litigation, including through discovery, trial, post-trial motions, and any appeals. The hold will also remain in effect during any parallel regulatory proceedings, including without limitation any proce

VII. Custodian Acknowledgment Requirement Each of the 23 identified custodians must sign and return the Acknowledgment Form attached hereto as Exhibit A. By signing the Acknowledgment Form, each custodian confirms that he or she has received and read this litigation hold memorandum, understands the preservation obligations it imposes, agrees to comply fully with all such obligations, and will contact Catherine Ng or

VIII. Points of Contact The following individuals are designated as points of contact for all questions and issues arising in connection with this litigation hold: For legal questions regarding this litigation hold or the underlying Litigation: Elaine Forsythe Responsible Partner, Antitrust & Competition Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7812 Email: efor

IX. Confidentiality This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared by Calderwood & Harkness LLP in anticipation of and in connection with pending litigation. It is protected from disclosure by the attorney-client privilege, the work product doctrine, and any other applicable privileges or protections under federal and state law. This memor

1. I have received and carefully read the Litigation Hold Memorandum dated September 21, 2022, issued by Calderwood & Harkness LLP in connection with Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.).

2. I understand the preservation obligations described in the Litigation Hold Memorandum, including the obligation to preserve all documents and electronically stored information ("ESI") within the scope of the hold as described in Section III of the memorandum.

3. I understand that the litigation hold supersedes all existing document retention and destruction policies, auto-delete rules, and scheduled purges to the extent they would result in the destruction or alteration of potentially relevant materials.

4. I agree to comply fully with all preservation obligations set forth in the Litigation Hold Memorandum, including the obligation to identify and segregate relevant materials, to refrain from deleting or destroying any materials within scope, to preserve materials on personal devices and personal email accounts to the extent they contain work-related materials within scope, and to secure hard-copy documents in their

5. I understand that if I have any questions about whether particular materials fall within the scope of the litigation hold, I will contact Catherine Ng, U.S. Deputy General Counsel, or Calderwood & Harkness LLP before taking any action that could result in the loss of those materials.

6. I understand that failure to comply with this litigation hold may result in court-imposed sanctions against Northgate, including adverse inference instructions, monetary penalties, or dismissal of defenses, and may also result in individual disciplinary action up to and including termination of employment.

7. I will promptly report any actual or suspected violations of this litigation hold to Catherine Ng and Aaron Liu at Calderwood & Harkness LLP. ________________________________________ Custodian Signature ________________________________________ Custodian Printed Name ________________________________________ Date Return this completed form to: Catherine Ng, Esq. U.S. Deputy General Counsel Northgate Networks America