1022-00001 · Northgate Networks America Inc · Engagement & Administrative

billing-guidelines-fee-arrangement-memo.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP 450 Lexington Avenue, 35th Floor New York, NY 10017

INTERNAL MEMORANDUM — CONFIDENTIAL

September 26, 2022

TO:

Elaine Forsythe, Responsible Partner, Antitrust & Competition (Washington, D.C.) Aaron Liu, Lead Associate, Antitrust & Competition (Washington, D.C.) Monica Reyes, Working Associate, Antitrust & Competition (Washington, D.C.)

FROM:

Howard Bellamy, Billing Partner, Antitrust & Competition (New York)

RE:

Billing Guidelines and Alternative Fee Arrangement — Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.)

Engagement Reference No.: C&H-2022-ATR-00419

Client: Northgate Networks America Inc. (U.S. operating subsidiary of Northgate Telecommunications PLC)

Client Contact for Billing Matters: Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc., 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, VA 22182

I. PURPOSE AND SCOPE OF MEMORANDUM

This memorandum documents the alternative fee arrangement ("AFA") negotiated and agreed upon between Calderwood & Harkness LLP ("C&H" or the "Firm") and Northgate Networks America Inc. ("Northgate" or the "Client") for the defense of the antitrust litigation captioned Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW, currently pending in the United States District Court for the Eastern District of Virginia, Alexandria Division, before the Honorable Claudia M. Wentworth (the "Ridgepoint Litigation" or the "Matter").

The terms of this AFA were negotiated over the course of several discussions between the Firm and the Client and are memorialized in the Engagement Letter dated September 22, 2022 (Reference No. C&H-2022-ATR-00419), duly executed by Elaine Forsythe, Responsible Partner, on behalf of Calderwood & Harkness LLP, and by Catherine Ng, U.S. Deputy General Counsel, on behalf of Northgate Networks America Inc. This memorandum supplements, but does not supersede, the Engagement Letter. In the event of any conflict between the terms described herein and the terms of the Engagement Letter, the Engagement Letter shall control.

The purpose of this memorandum is to provide internal guidance for all timekeepers and billing personnel assigned to the Northgate matter. Strict compliance with the billing terms, rate structures, fee caps, and reporting obligations described herein is required of every individual who records time or processes invoices in connection with the engagement. This memorandum should be read carefully in its entirety and retained for reference. Questions regarding any aspect of the billing guidelines should be directed to me or to the Responsible Partner.

The scope of the engagement covers the defense of the Section 2 Sherman Act monopolization claim brought by Ridgepoint Communications Inc. ("Ridgepoint") in the Ridgepoint Litigation, as well as all related proceedings. This includes, without limitation, work arising from the parallel proceeding before the Federal Communications Commission (Docket WC-23-0042), in which Ridgepoint has filed a complaint alleging that Northgate has failed to comply with its interconnection obligations under Sections 251 and 252 of the Communications Act of 1934, as amended. The engagement also encompasses any appellate proceedings, mediation or settlement discussions, and ancillary regulatory matters that arise in connection with the core dispute between Ridgepoint and Northgate.

II. ENGAGEMENT TEAM AND STANDARD BILLING RATES

A. Identified Timekeepers

The following individuals have been designated as approved timekeepers on the Northgate matter. Each timekeeper's role, office location, and standard 2022 billing rate are set forth below:

These standard rates reflect the Firm's published 2022 rate schedule and serve as the basis for the initial calculation of monthly invoices, prior to the application of the blended rate cap described in Section III below. No timekeeper not listed above is authorized to bill time to the Matter without prior approval as set forth in Section II.B.

B. Addition of Timekeepers

From time to time, it may be necessary or desirable to assign additional timekeepers to the Matter—for example, to staff an intensive deposition schedule, to support motion practice requiring specialized expertise, or to provide coverage during periods of unavailable personnel. Any additional timekeeper proposed for assignment to the Matter must be approved by the Responsible Partner (Elaine Forsythe) prior to performing any billable work.

Upon approval by the Responsible Partner, the Billing Partner will notify Catherine Ng, U.S. Deputy General Counsel of Northgate, identifying the new timekeeper by name, title, year of practice (for associates), area of practice, and standard billing rate. This notification must be provided in advance of any billing, and the Client's acknowledgment should be obtained before the new timekeeper's time appears on an invoice. The new timekeeper's standard rate will be incorporated into the blended rate cap calculation described in Section III.

C. Annual Rate Adjustments

Standard billing rates are subject to annual adjustment in accordance with Firm policy. Rate adjustments typically take effect on January 1 of each calendar year. In the event of a rate increase applicable to any timekeeper on the Matter, the Billing Partner will communicate the adjusted rates to Catherine Ng in advance of the effective date. Any adjusted rates remain subject to the blended rate cap mechanism described in Section III.A below, such that the Client will not experience an increase in the effective blended rate beyond the agreed cap absent a renegotiation of the AFA terms.

III. ALTERNATIVE FEE ARRANGEMENT — BLENDED RATE CAP

A. Blended Rate Cap

The engagement is governed by a blended rate cap of $925 per hour across all timekeepers. This mechanism is intended to provide the Client with cost predictability while permitting the Firm to deploy the level of expertise appropriate to the work at hand—including significant partner involvement on strategic and substantive matters—without subjecting the Client to full partner-rate billing for the entirety of the engagement.

The blended rate cap operates as follows:

1. Initial Calculation at Standard Rates. Each monthly invoice will be calculated first at the standard billing rates of each timekeeper, as set forth in Section II.A (or as subsequently adjusted pursuant to Section II.C).

2. Effective Blended Rate Determination. The effective blended rate for the billing period will be calculated by dividing the total professional fees (at standard rates) by the total hours billed by all timekeepers during the billing period.

3. Application of the Cap. If the effective blended rate exceeds $925 per hour, total professional fees for the billing period will be reduced so that the effective blended rate equals exactly $925 per hour. If the effective blended rate is at or below $925 per hour, no adjustment is required and the invoice will reflect fees at standard rates.

4. Calculation Period. The blended rate is calculated across the aggregate hours of all timekeepers on the Matter for each monthly billing period. The calculation is performed on a month-by-month basis and is not cumulative across billing periods.

Illustrative Example: Assume that in a given month, the following time is recorded:

The effective blended rate at standard rates would be $123,900 ÷ 120 hours = $1,032.50 per hour. Because this exceeds the $925 cap, the invoice would be adjusted downward: 120 hours × $925 = $111,000.00. The resulting fee reduction of $12,900.00 would be reflected on the invoice as a blended rate cap discount.

B. Rationale

The blended rate cap reflects the anticipated staffing mix on this Matter, which will involve substantial partner-level engagement on case strategy, motion practice, and client communications, balanced by associate-level work on document review, research, and drafting. The cap provides the Client with effective cost predictability, ensuring that the average hourly cost of the engagement remains within a defined band regardless of the relative proportion of partner and associate time in any given month. At the same time, the structure preserves the Firm's flexibility to deploy senior resources as needed without creating a disincentive to appropriate partner involvement.

IV. MONTHLY FEE CAP

A. Monthly Invoice Ceiling

In addition to the blended rate cap, monthly invoices for Calderwood & Harkness professional fees shall not exceed $275,000 absent prior written approval from Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc. This monthly cap provides the Client with a further layer of cost control by setting an absolute ceiling on monthly Firm fees, independent of the blended rate mechanism.

The $275,000 monthly cap applies exclusively to C&H professional fees (i.e., fees for legal services rendered by approved timekeepers on the Matter). The treatment of disbursements, out-of-pocket expenses, and third-party vendor and consultant costs is addressed separately in Sections V, VI, and VII below; such amounts are not included within and do not count against the monthly fee cap.

B. Process for Seeking Pre-Approval of Overages

It is anticipated that certain months during the course of this engagement will involve activity levels that may cause professional fees to approach or exceed the $275,000 monthly cap. Such periods may include, by way of example, months involving intensive motion practice deadlines, depositions of key witnesses, expert report preparation, trial preparation, or hearing preparation in connection with the parallel FCC proceeding.

In any month in which the engagement team anticipates that C&H professional fees will exceed $275,000, the following process must be followed:

1. Advance Written Request. The Responsible Partner (Elaine Forsythe) or the Billing Partner (Howard Bellamy) must submit a written request to Catherine Ng at least ten (10) business days in advance of the point at which fees are anticipated to exceed the $275,000 cap.

2. Required Content of Request. The written request must include, at a minimum:

(i) the reason for the anticipated overage, stated with reasonable specificity;

(ii) a description of the work necessitating the excess, identifying the specific tasks, deadlines, or proceedings driving the increased activity;

(iii) the estimated total C&H professional fees for the month; and

(iv) the expected duration of elevated spending (i.e., whether the overage is expected to be confined to a single month or to extend over multiple billing periods).

3. No Invoicing Without Approval. Under no circumstances may C&H professional fees in excess of $275,000 for any single month be invoiced to the Client without documented written pre-approval from Catherine Ng. If pre-approval has not been obtained, fees for that month must be held at the $275,000 cap, and any excess time will be absorbed by the Firm.

4. Form of Approval. Pre-approval may be communicated by Catherine Ng via email. Any such email, together with the original written request, must be retained in the matter billing file and referenced on the corresponding invoice.

C. Carryover and Reconciliation

The monthly fee cap operates on a strict month-by-month basis. The following rules govern carryover and reconciliation:

• No Banking of Unused Capacity. If C&H professional fees in a given month fall below $275,000, the unused portion of the cap does not carry over to any subsequent month. For example, if fees in October total $180,000, the remaining $95,000 of capacity is not available for use in November.

• Overage Approval Is Month-Specific. If an overage is pre-approved by Catherine Ng for a particular month—say, a cap of $400,000 is approved for a month involving intensive deposition activity—the approved amount governs that specific month only. In the immediately following month (and all subsequent months), the cap reverts to the standard $275,000 unless a new overage request is submitted and approved.

• No Retroactive Adjustments. The Firm will not seek retroactive adjustments to prior months' invoices to recapture unused fee capacity. Each month's invoice is final upon submission and payment, subject only to any corrections for billing errors identified during the Billing Partner's review.

V. TREATMENT OF DISBURSEMENTS AND OUT-OF-POCKET EXPENSES

A. Firm Disbursements

Standard firm disbursements incurred in connection with the Matter will be billed to the Client at cost. These disbursements are separate from professional fees and are not subject to either the blended rate cap (Section III) or the $275,000 monthly fee cap (Section IV). Standard firm disbursements include, but are not limited to, the following categories:

• Photocopying and printing charges;

• Courier and overnight delivery services;

• Travel expenses (airfare, ground transportation, lodging, and meals);

• Court filing fees and service of process charges;

• Computerized legal research charges (Westmark Data Systems, Sundial Solutions, PACER, Cascade Services Inc.);

• Long-distance telephone and videoconferencing charges;

• Local counsel fees, if applicable; and

• Postage and mailing costs.

Travel expenses for the engagement team—including travel to Alexandria, Virginia for court proceedings before Judge Wentworth, travel to Washington, D.C. for FCC proceedings and meetings, and any other engagement-related travel—shall be billed in accordance with the Client's corporate travel and expense policy, a copy of which is appended to the Engagement Letter. Timekeepers should familiarize themselves with the Client's policy, which requires, among other things, coach-class airfare for flights under four hours, advance booking where practicable, and use of preferred hotel vendors. Reimbursement requests that deviate from the Client's travel policy may be rejected or reduced by the Client.

B. Third-Party Vendor and Consultant Costs

Third-party vendor and consultant costs are invoiced separately from C&H professional fees and are not subject to either the blended rate cap or the monthly fee cap. These costs are passed through to the Client as separate line items on the monthly invoice, accompanied by supporting documentation (i.e., the vendor's original invoice).

The principal third-party vendors and consultants retained in connection with the Matter are identified and discussed in detail in Sections VI and VII below. They include the following:

• Ellsworth Economic Consulting LLC (economic expert);

• Torrence Policy Group LLC (regulatory expert/consultant); and

• Candela discovery Solutions Inc. (e-discovery vendor).

Additional vendors may be retained from time to time as the needs of the engagement require, subject to the approval requirements set forth in Section VI.C.

VI. TREATMENT OF EXPERT AND CONSULTANT FEES

A. Economic Expert — Ellsworth Economic Consulting LLC

The engagement team has retained the following economic consulting firm to provide expert analysis and testimony in connection with the Matter:

Firm: Ellsworth Economic Consulting LLC Address: 1455 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004 Engagement Lead: Dr. Priya Narasimhan, Managing Director

Scope of Engagement. Ellsworth Economic Consulting LLC ("Ellsworth") has been retained to provide market definition analysis, competitive effects modeling, and damages rebuttal in support of Northgate's defense. Ellsworth's work will encompass both the district court litigation (the Section 2 Sherman Act claim) and the parallel FCC proceeding (Docket WC-23-0042). Dr. Narasimhan is expected to serve as the principal testifying expert on economic issues, including the submission of expert reports and, if required, testimony at trial and/or before the FCC.

Billing Arrangement. Ellsworth bills Calderwood & Harkness directly under the terms of a separate engagement between Ellsworth and C&H. The Firm passes through Ellsworth invoices to Northgate as a separate line item on the monthly C&H invoice, clearly identified as "Third-Party Expert — Ellsworth Economic Consulting LLC." Supporting Ellsworth invoices will be attached to each monthly C&H invoice for the Client's review.

Ellsworth invoices are not subject to the $925/hour blended rate cap or the $275,000 monthly fee cap. These costs are treated as pass-through third-party expenses, as described in Section V.B above.

Client Approval. The Client has approved the engagement of Ellsworth Economic Consulting LLC pursuant to a separate expert retention letter executed by Catherine Ng on behalf of Northgate.

Fees Billed to Date. As of the most recent reconciliation, cumulative fees billed by Ellsworth in connection with the Matter total $412,000.00.

B. Regulatory Expert / Consultant — Torrence Policy Group LLC

The engagement team has also retained a regulatory consulting firm to provide strategic advice and potential testimony in connection with the FCC proceeding:

Firm: Torrence Policy Group LLC Address: 7925 Jones Branch Drive, Suite 510, McLean, VA 22102 Engagement Lead: Dr. Anton Berger, Senior Advisor (former Deputy Bureau Chief, FCC Wireline Competition Bureau)

Scope of Engagement. Torrence Policy Group LLC ("Torrence") has been retained to advise on strategy for the FCC proceeding, to provide regulatory analysis of Northgate's interconnection obligations under Sections 251 and 252 of the Communications Act of 1934, as amended, to interface with FCC Staff on behalf of the defense team, and to serve as a potential witness or consultant on regulatory matters. Dr. Berger's deep familiarity with FCC procedures and substantive telecommunications law, including his prior service as Deputy Bureau Chief of the Wireline Competition Bureau, makes him a valuable resource for the engagement.

Billing Arrangement. The billing arrangement for Torrence mirrors that of Ellsworth. Torrence invoices Calderwood & Harkness directly, and the Firm passes through Torrence invoices to Northgate as a separate line item on the monthly C&H invoice, clearly identified as "Third-Party Consultant — Torrence Policy Group LLC." Supporting Torrence invoices will be attached.

Torrence invoices are not subject to the $925/hour blended rate cap or the $275,000 monthly fee cap.

Fees Billed to Date. As of the most recent reconciliation, cumulative fees billed by Torrence in connection with the Matter total $187,500.00.

C. Approval of Additional Experts or Consultants

The retention of any additional experts, consultants, or testifying witnesses—whether for the district court litigation, the FCC proceeding, or any related matter—requires the prior written approval of Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc. Before seeking such approval, the Responsible Partner should discuss the proposed retention with the Billing Partner to ensure that the anticipated costs are reflected in the quarterly budget forecast.

A separate retention letter must be executed for each new expert or consultant engagement. The retention letter should specify the scope of the engagement, the billing rates or fee structure, and the anticipated budget for the retention. The Billing Partner will coordinate with the Firm's conflicts and new business intake team to ensure that all necessary clearance procedures are completed prior to the commencement of any new expert or consultant engagement.

VII. TREATMENT OF E-DISCOVERY VENDOR FEES

A. E-discovery Vendor — Candela discovery Solutions Inc.

The following e-discovery vendor has been retained to provide document hosting, processing, and review platform services in connection with the Matter:

Firm: Candela discovery Solutions Inc. Address: 200 Park Avenue South, 14th Floor, New York, NY 10003 Project Manager: Kenji Takahashi

Services. Candela discovery Solutions Inc. ("Candela") provides document hosting, processing, and review platform services utilizing its proprietary Concordia Review™ platform. As of the date of this memorandum, Candela has processed approximately 1.2 million documents collected from 23 Northgate custodians. Through keyword searching, date filtering, and initial linear review, approximately 87,000 documents have been identified as potentially responsive to Ridgepoint's discovery requests and the FCC's informal data requests. Candela also provides hosting for the production set and maintains a secure review environment for the engagement team.

Billing Arrangement. Candela invoices Calderwood & Harkness directly under the terms of a separate vendor engagement agreement. C&H passes through Candela invoices to Northgate as a separate line item on the monthly invoice, clearly identified as "Third-Party Vendor — Candela discovery Solutions Inc." Supporting Candela invoices, including itemized charges for hosting, processing, and per-document review costs, will be attached.

Candela invoices are not subject to the $925/hour blended rate cap or the $275,000 monthly fee cap. These costs are treated as pass-through third-party vendor expenses.

Fees Billed to Date. As of the most recent reconciliation, cumulative fees billed by Candela in connection with the Matter total $294,000.00.

B. E-discovery Cost Management

The engagement team recognizes the significance of e-discovery costs as a component of overall matter spend and is committed to managing these costs efficiently. To that end, the following cost-management practices will be implemented:

• Technology-Assisted Review (TAR). The engagement team will work with Kenji Takahashi to evaluate and, where appropriate, deploy technology-assisted review (TAR) workflows, including predictive coding and continuous active learning models, to reduce the volume of documents requiring manual attorney review. TAR can significantly reduce per-document review costs and accelerate the production timeline.

• Prioritized Custodian Review. Rather than reviewing all custodians simultaneously, the team will prioritize custodians based on their likely relevance to the core issues in the case. Key custodians (e.g., senior executives involved in interconnection negotiations and pricing decisions) will be reviewed first, with lower-priority custodians addressed subsequently as the case posture develops.

• Dormancy Period Management. During the current dormancy period—while the district court proceedings are stayed pending resolution of certain FCC threshold issues—the team will minimize Candela costs by suspending active review and limiting hosting charges to the extent practicable. Candela has agreed to a reduced monthly hosting rate during the dormancy period.

• Advance Notification of Scope Changes. Any material changes in e-discovery scope—including the addition of new custodians, the expansion of date ranges for document collection, the implementation of new search terms, or the processing of additional data sources—must be communicated to Catherine Ng in advance for review and approval. The Billing Partner will ensure that anticipated cost impacts of scope changes are reflected in the quarterly budget forecast.

VIII. INVOICE FORMAT AND SUBMISSION

A. Billing Cycle

The Matter will be billed on a monthly billing cycle. Invoices will be prepared and submitted within fifteen (15) business days following the close of each calendar month. For example, the invoice for services rendered and costs incurred during the month of October 2022 will be submitted no later than the fifteenth business day of November 2022.

The Billing Partner will coordinate with the Firm's finance department to ensure that pre-bills are generated promptly at the close of each month, allowing sufficient time for the review and approval process described in Section XI.B below.

B. Invoice Contents

Each monthly invoice shall include the following components, presented in a clear and organized format:

1. C&H Professional Fees. Professional fees will be broken out by individual timekeeper, showing the following for each: (a) the timekeeper's name and role; (b) hours billed during the billing period; (c) the timekeeper's standard billing rate; (d) the fee amount at standard rates; and (e) the fee amount after application of the blended rate cap (if applicable).

2. Effective Blended Rate Calculation. Each invoice will include a calculation showing the effective blended rate for the month—total fees at standard rates divided by total hours—and, if the cap is triggered, the resulting adjustment.

3. Disbursements. Firm disbursements will be itemized by category (e.g., travel, photocopying, legal research, filing fees) with reasonable supporting detail.

4. Third-Party Pass-Through Costs. Each third-party vendor and consultant will appear as a separate line item on the invoice:

(a) Ellsworth Economic Consulting LLC — with supporting vendor invoice attached;

(b) Torrence Policy Group LLC — with supporting vendor invoice attached; and

5. Running Cumulative Totals. Each invoice will include running cumulative totals for: (a) C&H professional fees (inception to date); (b) each third-party vendor (inception to date); and (c) aggregate matter spend (inception to date, inclusive of all fees, disbursements, and vendor costs).

C. Invoice Submission

Invoices will be submitted electronically to:

Catherine Ng U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182

A copy of each invoice will also be provided to:

James Whitford Group General Counsel Northgate Telecommunications PLC 14 Broadwall Lane London SE1 9PQ, United Kingdom

The copy to Mr. Whitford is provided for Group-level visibility and reporting purposes. All billing inquiries and approvals will continue to be directed through Catherine Ng.

D. Payment Terms

Per the Engagement Letter, payment of each invoice is due within thirty (30) days of the invoice date. Late payments are subject to interest at the rate specified in the Engagement Letter. The Billing Partner will monitor payment status and follow up with Catherine Ng promptly if any invoice remains unpaid beyond the 30-day window.

IX. BUDGET TRACKING AND REPORTING

A. Cumulative Fee Summary

As of the preparation of this memorandum, the engagement has been ongoing since September 2022. The following cumulative spend tracking framework will be maintained and updated with each monthly invoice submission. The figures presented below reflect spend through the most recent reconciliation:

These figures will be updated with each monthly invoice and reconciled on an ongoing basis by the Billing Partner. Any discrepancies between the Firm's internal records and the Client's records will be investigated and resolved promptly.

B. Periodic Budget Forecasts

The Billing Partner (Bellamy) will prepare and distribute quarterly budget forecasts projecting anticipated spend for the upcoming quarter. These forecasts will be shared with the Responsible Partner (Forsythe) and with Catherine Ng at Northgate.

Each quarterly forecast should address, at a minimum, the following:

• Anticipated C&H professional fees for the upcoming quarter, based on expected case activity, staffing levels, and the current posture of the litigation;

• Anticipated third-party vendor and consultant costs, including expected Ellsworth, Torrence, and Candela spend;

• Anticipated disbursements;

• Identification of any anticipated fee spikes due to specific events or milestones, including but not limited to:

(a) motion practice upon lifting of the district court stay;

(b) renewal or supplementation of the pending Motion to Dismiss;

(d) deposition scheduling and deposition periods;

(e) expert report preparation and Daubert motion practice;

(f) FCC hearing preparation and participation;

(g) trial preparation and trial, if applicable; and

(h) post-trial motions and any appellate proceedings.

• A comparison of actual-to-budget spend for the preceding quarter, with explanations for any material variances.

Budget forecasts are intended to provide the Client with forward-looking visibility into anticipated costs and to facilitate the Client's internal budgeting and reserve-setting processes. Forecasts are estimates only and do not constitute fee guarantees or caps beyond those expressly set forth in Sections III and IV of this memorandum.

X. INSURANCE AND COST RECOVERY CONSIDERATIONS

The following information is provided for internal awareness purposes only and should not be communicated to any third party without the express authorization of the Responsible Partner.

Northgate has tendered the Ridgepoint claim to its primary directors and officers / entity liability insurer:

Insurer: Clarendon Mutual Insurance Ltd. Policy Type: Primary D&O / Entity Liability Policy Per-Occurrence Limit: $50,000,000 Self-Insured Retention: $10,000,000

Clarendon Mutual issued a reservation of rights letter on November 3, 2022, in which it acknowledged receipt of the tender and agreed to investigate the claim, but expressly reserved its rights with respect to the antitrust exclusion set forth in Exclusion 4(j) of the policy. The reservation of rights letter does not constitute a denial of coverage, but it signals that Clarendon Mutual may contest its obligation to indemnify Northgate for defense costs incurred in connection with the Section 2 Sherman Act claim.

Coverage counsel has been retained to analyze the reservation of rights and to advise Northgate on its coverage position:

Coverage Counsel: Whitmore & Crane LLP Address: 380 Madison Avenue, 22nd Floor, New York, NY 10017

Whitmore & Crane is handling the coverage analysis and any negotiations with Clarendon Mutual. Calderwood & Harkness's role is limited to the defense of the underlying Ridgepoint Litigation and the FCC proceeding; the Firm is not providing coverage advice.

Billing Implications. In light of the pending coverage analysis, billing records for the Northgate matter must be maintained in a manner that would facilitate submission to Clarendon Mutual should coverage ultimately be confirmed. Specifically:

• All time entries must be detailed and contemporaneous, with task descriptions sufficient to support defense cost recoverability under the policy. Entries should describe the specific task performed (e.g., "Drafted memorandum in opposition to plaintiff's motion to compel production of interconnection agreements"), the subject matter, and the purpose of the work.

• Block billing must be avoided. Each discrete task should be recorded as a separate time entry. Entries that aggregate multiple unrelated tasks into a single block (e.g., "Research, draft motion, conference with team — 8.0 hours") are disfavored by insurers and may result in reductions or denials upon audit.

• UTBMS Task Codes. Where practicable, timekeepers should use Uniform Task-Based Management System (UTBMS) task codes in their time entries. UTBMS coding facilitates insurer review and is increasingly required by litigation management guidelines. A reference guide to applicable UTBMS codes is available from the Firm's finance department.

Compliance with these billing practices is important regardless of the ultimate outcome of the coverage analysis. Even if Clarendon Mutual denies coverage, well-documented billing records will support any subsequent challenge to that denial and will demonstrate the reasonableness and necessity of the defense costs incurred.

XI. COMPLIANCE AND INTERNAL CONTROLS

A. Timekeeper Compliance

All timekeepers assigned to the Northgate matter are required to comply with the following billing practices:

• Daily Time Entry. Time must be entered on a daily basis, with descriptions of tasks performed. Entries should be recorded on the day the work is performed, or no later than the following business day. Late time entry compromises the accuracy and detail of billing records and is inconsistent with the Firm's billing policies and the Client's expectations.

• Sufficient Detail. Each time entry must include a description of the task performed that is sufficiently detailed to permit review by the Billing Partner, the Client, and—potentially—an insurer or coverage auditor. As noted in Section X above, block billing is prohibited. Each discrete task should be recorded separately.

• Approved Timekeepers Only. No individual may bill time to the Matter (Reference No. C&H-2022-ATR-00419) unless that individual is listed as an approved timekeeper in Section II.A above or has been subsequently approved in accordance with Section II.B. Time entries recorded by unapproved timekeepers will be rejected during the pre-bill review process.

• Ethical Compliance. All time entries must accurately reflect the work performed. Timekeepers should record only actual time spent on the Matter and should not inflate or pad entries. Any questions regarding the appropriate recording of time should be directed to the Billing Partner.

B. Billing Partner Review

Howard Bellamy, as Billing Partner, will review all pre-bills prior to finalization and submission to the Client. The Billing Partner's review will encompass the following:

• Verification that the effective blended rate for the month does not exceed the $925/hour cap, and application of any necessary adjustment;

• Verification that total C&H professional fees for the month do not exceed $275,000 (or the pre-approved overage amount, if applicable);

• Review of individual time entries for compliance with the Client's billing guidelines, including sufficiency of task descriptions, absence of block billing, and appropriate use of UTBMS codes;

• Review of disbursement charges for accuracy and compliance with the Client's travel and expense policy;

• Review of third-party vendor invoices (Ellsworth, Torrence, Candela) for accuracy and proper pass-through formatting;

• Calculation and verification of running cumulative totals; and

• Identification and correction of any billing errors, duplicate entries, or other irregularities.

Following the Billing Partner's review, pre-bills will be circulated to the Responsible Partner (Elaine Forsythe) for substantive review. The Responsible Partner's review focuses on ensuring that the work reflected on the invoice is consistent with the case strategy and that the staffing and resource allocation are appropriate. Once both the Billing Partner and the Responsible Partner have approved the pre-bill, the invoice will be finalized and submitted to the Client.

C. Record Retention

All billing records, pre-approval correspondence, and supporting documentation shall be maintained in the matter billing file under Engagement Reference No. C&H-2022-ATR-00419. Records to be retained include, without limitation:

• Monthly pre-bills and final invoices;

• Blended rate cap calculations and supporting worksheets;

• All correspondence with Catherine Ng regarding overage pre-approvals, including the written request and the Client's written approval (whether by letter or email);

• Vendor invoices from Ellsworth Economic Consulting LLC, Torrence Policy Group LLC, and Candela discovery Solutions Inc.;

• Quarterly budget forecasts;

• Expert and consultant retention letters;

• The executed Engagement Letter and any amendments thereto; and

• Any other documents relevant to billing and fee administration for the Matter.

These records must be maintained in accordance with the Firm's document retention policy and must be available for review by the Billing Partner, the Responsible Partner, the Firm's finance department, and—if coverage is confirmed—by Clarendon Mutual or its auditors, subject to appropriate privilege protections.

XII. CONTACT INFORMATION

For ease of reference, the principal contacts for billing and fee administration matters are as follows:

Client Billing Contact: