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

engagement-letter.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

September 22, 2022

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

Via Email and Sundial Data Systems

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

Re: Engagement of Calderwood & Harkness LLP by Northgate Networks America Inc. and Northgate Telecommunications PLC — Defense of Ridgepoint Communications Inc. v. Northgate Networks America Inc. and Northgate Telecommunications PLC, Case No. 1:22-cv-01487-CMW (E.D. Va.)

Dear Ms. Ng:

We are pleased that Northgate Networks America Inc. has selected Calderwood & Harkness LLP to serve as lead litigation counsel in the above-referenced matter. This letter confirms that Calderwood & Harkness LLP ("the Firm" or "C&H") has been retained by Northgate Networks America Inc. ("NNA" or "the Company") to represent NNA and its parent company, Northgate Telecommunications PLC ("NTP" and, together with NNA, the "Clients"), in connection with the defense of the lawsuit filed by Ridgepoint Communications Inc. ("Ridgepoint") on September 19, 2022. The full case caption is Ridgepoint Communications Inc. v. Northgate Networks America Inc. and Northgate Telecommunications PLC, 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.

As you are aware, Ridgepoint alleges a single count of monopolization under Section 2 of the Sherman Act, 15 U.S.C. § 2, arising from Northgate's alleged refusal to provide interconnection and physical colocation access at fourteen (14) facilities in the Mid-Atlantic region. This letter sets forth the terms and conditions of the Firm's engagement in this matter. We ask that you review these terms carefully, and if they are acceptable to the Clients, that you sign and return a copy of this letter to the Firm at your earliest convenience. Unless otherwise agreed in writing, this letter will govern our relationship for the duration of this engagement.

1. Scope of Engagement

The Firm has been retained to represent the Clients in connection with the following matters:

1.1 Federal Court Litigation. The defense of the Clients in the above-captioned federal antitrust action, including all pretrial proceedings, trial, and any appellate proceedings that may follow. This includes, without limitation, the preparation and filing of responsive pleadings (including the answer and any counterclaims the Clients may elect to assert), motions to dismiss, motions to stay, all aspects of fact and expert discovery (including written discovery, depositions, and subpoena practice), all expert-related work (including the engagement and preparation of expert witnesses), dispositive motions (including motions for summary judgment), pretrial submissions, trial preparation, trial presentation, and post-trial motions.

1.2 Related Regulatory Proceedings. Representation of the Clients in any related or ancillary regulatory proceedings before the Federal Communications Commission ("FCC") or other federal or state regulatory bodies, to the extent such proceedings arise from or are directly related to the claims asserted in the district court action. This includes, by way of example, FCC proceedings concerning Northgate's interconnection obligations under Sections 251 and 252 of the Communications Act of 1934, as amended, 47 U.S.C. §§ 251, 252, and any state public utility commission proceedings that bear directly on the claims or defenses in the federal litigation.

1.3 Insurance Coverage Coordination. Coordination with Northgate's insurance coverage counsel, Whitmore & Crane LLP, regarding the Directors & Officers / Entity Liability Policy issued by Clarendon Mutual Insurance Ltd. and the related D&O excess tower, to the extent relevant to the Clients' defense and indemnity obligations in the above-captioned litigation. The Firm will cooperate with coverage counsel as reasonably necessary to facilitate the defense and any tender of the Ridgepoint claim, but the Firm does not itself provide insurance coverage advice.

1.4 Public Relations Coordination. Coordination with Northgate's litigation public relations advisor, Vantage Strategic Communications LLC, on media strategy and communications related to the litigation, including the preparation and review of press statements, media responses, and other public-facing communications that may impact the litigation.

1.5 Limitations on Scope. The engagement does not include representation in any matter unrelated to the above-described dispute, nor does it encompass general corporate advisory work, regulatory compliance counseling outside the scope of the specific proceedings described above, or transactional matters. Any expansion of the scope of this engagement shall require a separate written agreement or a written amendment to this letter signed by both parties.

2. Engagement Team

2.1 Responsible Partner. The partner principally responsible for the overall management and strategic direction of this engagement is Elaine Forsythe, a partner in the Firm's Antitrust & Competition Group, based in the Washington, D.C. office. Ms. Forsythe will serve as lead trial counsel and will have primary supervisory responsibility for all aspects of the representation.

2.2 Billing Partner. The billing partner for this engagement is Howard Bellamy, a partner in the Firm's Antitrust & Competition Group, based in the New York office. Mr. Bellamy will participate in strategy sessions and provide oversight in connection with the economic analysis and damages aspects of the defense.

2.3 Lead Associate. Aaron Liu (Year 7), an associate in the Firm's Antitrust & Competition Group, based in the Washington, D.C. office, will serve as lead associate on the matter. Mr. Liu will be responsible for the day-to-day management of discovery, motion practice, and coordination with third-party vendors and consultants.

2.4 Working Associate. Monica Reyes (Year 4), an associate in the Firm's Antitrust & Competition Group, based in the Washington, D.C. office, will serve as working associate on the matter. Ms. Reyes will provide support on legal research, briefing, document review, and deposition preparation.

2.5 Additional Personnel. From time to time, additional attorneys (including partners, counsel, and associates), paralegals, litigation support analysts, and other professional staff may be assigned to the matter as the needs of the engagement require. The Firm will notify the Company of any material changes to the engagement team, including the addition or departure of any partner or senior associate working on the matter.

2.6 Day-to-Day Contact. The Firm's day-to-day contacts for this engagement are Elaine Forsythe and Aaron Liu. The Client's primary contact for the engagement is Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc. All significant decisions regarding litigation strategy, settlement authority, and budget matters will be communicated through these designated contacts unless otherwise agreed.

3. Standard Billing Rates

3.1 The Firm's standard hourly billing rates for the initial members of the engagement team are as follows:

3.2 Rates for other attorneys or professional staff who may be assigned to the matter from time to time will be communicated to the Client at the time of their assignment. Paralegal and litigation support analyst rates currently range from $295 to $450 per hour, depending on seniority and specialization.

3.3 The Firm's standard hourly rates are subject to periodic adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' prior written notice of any rate increases. The adjusted rates will apply to all work performed on or after the effective date of the increase, subject to the alternative fee arrangement described in Section 4 below.

4. Alternative Fee Arrangement — Blended Rate Cap and Monthly Fee Ceiling

Notwithstanding the standard billing rates set forth in Section 3, the parties have agreed to the following alternative fee arrangement for this engagement.

4.1 Blended Rate Cap

All legal fees for this engagement shall be subject to a blended rate cap of Nine Hundred Twenty-Five Dollars ($925) per hour across all timekeepers. The blended rate cap shall apply to all attorney and professional staff time billed to the matter, without exception.

Actual time expended by each timekeeper will be recorded at that timekeeper's standard billing rate for internal tracking and reporting purposes; however, the Client will be invoiced at the blended cap rate whenever the weighted average rate for any monthly billing period exceeds $925 per hour.

The calculation methodology is as follows: For each monthly billing period, the Firm will compute (a) the total fees at standard rates (i.e., the sum of each timekeeper's hours multiplied by such timekeeper's standard rate) and (b) the total hours billed by all timekeepers multiplied by the $925 blended rate. The Client will be invoiced at the lesser of the two amounts. Where the weighted average rate for the billing period falls below $925 per hour, the Client will be invoiced at actual standard rates, as the blended cap operates only as a ceiling on the effective hourly rate.

4.2 Monthly Fee Ceiling

Monthly invoices for professional fees (exclusive of disbursements and third-party costs as described in Section 4.3) shall not exceed Two Hundred Seventy-Five Thousand Dollars ($275,000) in any calendar month, absent the prior written approval of Catherine Ng.

If the Firm reasonably anticipates that professional fees in any month will exceed the $275,000 ceiling, the Firm shall notify Catherine Ng in writing no later than five (5) business days before the end of such calendar month and shall obtain her written pre-approval for the anticipated overage amount. Such notification shall include a reasonably detailed explanation of the work necessitating the overage and an estimate of the total fees expected for the month.

Any professional fees in excess of the monthly ceiling that are incurred without the prior written approval described above may, at the Client's sole election, be either (a) deferred to the following monthly billing period (subject to the ceiling for that period) or (b) written off by the Firm. The Client's election shall be communicated in writing within fifteen (15) days of receipt of the invoice reflecting such excess fees. In the absence of a timely election, the excess fees shall be deferred to the following billing period.

4.3 Disbursements and Third-Party Costs

Disbursements and out-of-pocket expenses incurred by the Firm in connection with this engagement — including, without limitation, travel expenses (airfare, lodging, ground transportation, and meals), court filing fees, process server fees, copying and printing charges, postage and delivery charges, long-distance telephone charges, and similar out-of-pocket costs — will be billed to the Client at the Firm's actual cost, without markup, and are not subject to the blended rate cap or the monthly fee ceiling described above.

Fees and costs of third-party vendors and consultants retained by the Firm on behalf of the Client in connection with this engagement will be passed through to the Client at the Firm's actual cost, with no markup, and are not subject to the blended rate cap or the monthly fee ceiling. The parties anticipate that the following third-party vendors and consultants may be engaged in connection with this matter:

(a) Ellsworth Economic Consulting LLC — economic expert services, including market definition analysis, econometric modeling, and damages quantification;

(b) Torrence Policy Group LLC — regulatory expert and consulting services, including analysis of interconnection and colocation regulatory frameworks and preparation of expert testimony on regulatory matters; and

(c) Candela discovery Solutions Inc. — electronic discovery services, including data collection, processing, hosting, review platform management, and production.

The Firm will obtain the prior written approval of Catherine Ng before retaining any new third-party vendor or consultant whose estimated fees and costs are reasonably expected to exceed Fifty Thousand Dollars ($50,000) in the aggregate. For vendors and consultants whose estimated fees fall below this threshold, the Firm will exercise reasonable professional judgment in making retention decisions and will inform the Client of such retentions on the next monthly invoice or status report.

5. Billing and Payment Terms

5.1 Monthly Invoices. The Firm will submit monthly invoices to the Client, typically within thirty (30) days following the close of each calendar month. Invoices will include reasonably detailed descriptions of the work performed during the billing period, including the date of service, the name of the timekeeper performing the work, the number of hours expended, the applicable rate (both the standard rate and the effective rate after application of the blended rate cap, if applicable), and the total fees for the period. Disbursements and third-party costs will be itemized separately.

5.2 Payment Terms. Payment of each invoice is due within forty-five (45) days of the invoice date. Payment may be made by wire transfer to the Firm's trust account or by check mailed to the Firm's Washington, D.C. office at the address set forth above. Wire transfer instructions will be provided separately upon request.

5.3 Late Payments. Any amounts not paid within forty-five (45) days of the invoice date will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on the outstanding balance, calculated from the date payment was due until the date payment is received by the Firm.

5.4 Disputed Invoices. The Client may dispute any invoice item in good faith by providing written notice to the Firm within thirty (30) days of receipt of the invoice. Such notice shall identify the specific item(s) disputed and the basis for the dispute. The parties shall endeavor in good faith to resolve any billing disputes promptly. Undisputed amounts on any invoice remain due and payable on the original due date, notwithstanding any pending dispute with respect to other items on the same invoice.

5.5 Invoice Delivery. Invoices will be directed to Catherine Ng at the address set forth above, or to such other address or person as the Client may designate in writing from time to time. Electronic delivery of invoices via email is acceptable unless the Client instructs otherwise.

6. Client Identity and Authority

6.1 Client Identification. The Clients in this engagement are:

(a) Northgate Networks America Inc., a corporation organized under the laws of the State of Delaware, EIN: 54-3298176, with its principal place of business at 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182; and

(b) Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales, Company No. 07824561, with its registered office at 14 Broadwall Lane, London SE1 9PQ, United Kingdom.

6.2 Authorized Contacts. Catherine Ng, U.S. Deputy General Counsel of NNA, is authorized to direct the engagement on behalf of both Clients, including providing instructions, approvals, and consents contemplated by this letter and making decisions on day-to-day litigation matters. The Firm may also take direction from James Whitford, Group General Counsel of Northgate Telecommunications PLC, on matters of overall litigation strategy, reporting, and any decisions requiring Board-level or parent-company input. In the event of any conflict between the instructions of Ms. Ng and Mr. Whitford, the Firm will promptly notify both individuals and seek a resolution before proceeding.

6.3 No Individual Representation. The Firm does not represent any individual officer, director, or employee of the Clients in a personal capacity by virtue of this engagement. Representation of any individual in connection with the subject matter of this engagement or any related matter would require a separate written agreement and an independent assessment of potential conflicts of interest.

7. Conflicts of Interest

7.1 Conflicts Check

Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to Ridgepoint Communications Inc., its majority owner Caravel Capital Partners LP, its litigation counsel Hargrove, Winslow & Burke LLP, and related entities and individuals identified by the Client and through publicly available information. Based on the results of that review, the Firm has identified no disqualifying conflicts of interest that would prevent the Firm from undertaking this engagement in accordance with the Virginia Rules of Professional Conduct and the applicable rules of the United States District Court for the Eastern District of Virginia.

7.2 Conflict Waiver — Unrelated Matters

The Client acknowledges that Calderwood & Harkness LLP is a large, diversified law firm with offices in multiple jurisdictions that represents numerous clients across a wide range of practice areas and industries, including clients in the telecommunications, technology, media, and related sectors. From time to time, the Firm may represent clients whose interests may be adverse to the interests of the Clients in matters wholly unrelated to this engagement.

The Client agrees that the Firm may continue to represent other clients — including clients that may be adverse to the Clients — in matters that are not substantially related to this engagement, provided that:

(a) the Firm does not use any confidential information received from the Clients in connection with this engagement to the disadvantage of the Clients in any such other representation; and

(b) the adverse representation does not involve the same transaction, matter, or a substantially related matter as the subject of this engagement.

This waiver does not extend to the Firm's representation of Ridgepoint Communications Inc., Caravel Capital Partners LP, or Hargrove, Winslow & Burke LLP in any matter whatsoever during the pendency of this engagement, nor does it extend to any representation that is directly adverse to the Clients in the subject matter of this engagement or in a substantially related matter.

7.3 Advance Waiver — Future Conflicts

To the extent permitted by applicable rules of professional conduct (including Virginia Rule of Professional Conduct 1.7 and any analogous rules in jurisdictions where the Firm maintains offices or where the engagement may require the provision of legal services), the Client provides an advance waiver consenting to the Firm's future representation of other clients in matters adverse to the Clients, provided that:

(a) such future matters are not substantially related to this engagement; and

(b) the Firm does not possess material confidential information obtained from the Clients in connection with this engagement that could be used to the disadvantage of the Clients in such future matters.

The Client has had the opportunity to consult with independent counsel regarding the scope and implications of this advance waiver and provides it knowingly and voluntarily. This advance waiver may be revoked by the Client at any time upon written notice to the Firm, but such revocation shall not affect any representation undertaken by the Firm in reliance on the waiver prior to the date of revocation.

8. Confidentiality and Privilege

8.1 All communications between the Firm and the Clients, including oral and written communications, memoranda, analyses, legal opinions, and all work product generated by the Firm in connection with this engagement, are intended to be subject to the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by law.

8.2 The Firm will maintain the confidentiality of all information received from the Clients in connection with this engagement, in accordance with applicable rules of professional conduct, including Virginia Rule of Professional Conduct 1.6. The Firm will not disclose such information to any third party except as authorized by the Clients, as required by law, or as necessary for the Firm to carry out the purposes of this engagement (for example, in the course of discovery or court proceedings).

8.3 The Client agrees to take reasonable steps to preserve the privileged and confidential nature of all communications with the Firm, including the appropriate handling of written and electronic communications. In particular, communications with the Firm should be clearly marked as privileged and confidential, distribution of such communications within the Clients' organizations should be limited to individuals with a need to know, and the Clients should avoid forwarding privileged communications to third parties without first consulting with the Firm regarding the potential impact on privilege.

9. Document Preservation

9.1 In connection with the above-captioned litigation, the Firm has separately issued a Litigation Hold Memorandum dated September 21, 2022, directed to Northgate Networks America Inc. and Northgate Telecommunications PLC. That memorandum sets forth in detail the Clients' obligations to identify, preserve, and refrain from destroying or altering documents and electronically stored information ("ESI") relevant to the litigation, including email, text messages, instant messages, voicemail, electronic files, databases, and hard-copy documents.

9.2 The Client acknowledges receipt of the Litigation Hold Memorandum and agrees to comply fully with the preservation obligations outlined therein. The Client further agrees to ensure that the Litigation Hold Memorandum is distributed to, and acknowledged by, all custodians and other individuals within the Clients' organizations who may possess relevant documents or ESI.

9.3 Twenty-three (23) custodians have been identified across NNA and the Northgate Group for purposes of the initial litigation hold. The list of custodians may be revised from time to time as discovery progresses and additional relevant custodians are identified. The Firm will consult with Catherine Ng before adding or removing custodians from the litigation hold.

10. Insurance

10.1 The Client has advised the Firm that Northgate maintains the following insurance coverage potentially applicable to the Ridgepoint litigation:

(a) A Directors & Officers / Entity Liability Insurance Policy issued by Clarendon Mutual Insurance Ltd. (Bermuda), with a per-occurrence limit of Fifty Million Dollars ($50,000,000) and a self-insured retention of Ten Million Dollars ($10,000,000);

(b) An excess D&O tower providing One Hundred Million Dollars ($100,000,000) in aggregate excess coverage, structured as follows:

(i) Clarendon Mutual Insurance Ltd. — $50,000,000 primary layer;

(ii) Avalon Specialty Underwriters Inc. — $30,000,000 first excess layer; and

(iii) Pinnacle Re Ltd. — $20,000,000 second excess layer.

10.2 The Client intends to tender the Ridgepoint claim to Clarendon Mutual Insurance Ltd. and the excess carriers in accordance with the terms of the applicable policies. The Firm will coordinate with Whitmore & Crane LLP (380 Madison Avenue, 22nd Floor, New York, NY 10017), Northgate's designated insurance coverage counsel, as appropriate regarding coverage matters, defense cost reimbursement, and any reservation-of-rights or coverage disputes that may arise.

10.3 The Client acknowledges and agrees that payment of the Firm's fees and expenses is the sole obligation of the Client, regardless of the existence, amount, or availability of any insurance coverage or reimbursement. The Firm is not a party to and has no obligations under any insurance policy maintained by the Client, and the Client's obligation to pay the Firm's invoices is not contingent upon the receipt of insurance proceeds or the resolution of any coverage dispute.

11. Termination

11.1 Either party may terminate this engagement at any time upon written notice to the other party. The Client may terminate the engagement for any reason or for no reason. The Firm may withdraw from the engagement for good cause, including but not limited to the Client's failure to pay invoices when due, the Client's failure to cooperate in the defense of the litigation, or the existence of an irreconcilable conflict of interest.

11.2 In the event of termination by either party, the Firm will take all steps reasonably necessary to protect the Clients' interests, including compliance with applicable court rules and orders regarding withdrawal of counsel. Where leave of court is required for the Firm to withdraw as counsel of record, the Firm will file an appropriate motion and will continue to represent the Clients until such time as withdrawal is granted or substitute counsel has entered an appearance.

11.3 The Client will remain responsible for all fees, costs, and disbursements incurred through the effective date of termination, including any amounts reasonably necessary to effect an orderly transition of the matter to successor counsel. All outstanding invoices shall become due and payable upon termination.

11.4 Upon termination of the engagement, the Firm will promptly return or transfer the Client's files and documents as directed by the Client. The Firm reserves the right to retain copies of such files for its own records, subject to the Firm's continuing obligations of confidentiality.

12. Limitation of Liability / No Guarantee of Outcome

12.1 The Firm will use its best professional efforts in the defense of this matter and will exercise the degree of skill, care, and diligence ordinarily exercised by competent attorneys practicing in the same or similar area of law.

12.2 The Client acknowledges that the outcome of litigation is inherently uncertain, that no assurances have been made regarding the likely outcome of this matter, and that the Firm's acceptance of this engagement does not constitute a prediction, guarantee, or warranty of success at any stage of the proceedings.

12.3 To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or in connection with this engagement — whether based in contract, tort, strict liability, or otherwise — shall not exceed the total amount of professional fees actually paid by the Client to the Firm for this engagement. This limitation shall not apply in cases of the Firm's willful misconduct or gross negligence.

13. Governing Law and Dispute Resolution

13.1 Governing Law. This engagement letter shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts-of-law principles.

13.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder, including any claim for fees, shall be resolved by binding arbitration administered by JAMS in Washington, D.C., in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the JAMS rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including costs and reasonable attorneys' fees to the prevailing party. The arbitrator's award shall be final and binding and may be confirmed and entered as a judgment in any court of competent jurisdiction.

14. Entire Agreement / Amendments

14.1 This letter constitutes the entire agreement between the Firm and the Clients with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, agreements, representations, and understandings, whether oral or written, relating to the Firm's engagement by the Clients in connection with the above-captioned matter.

14.2 This letter may not be amended, modified, or supplemented except by a writing signed by a duly authorized representative of each party. No waiver of any provision of this letter shall be effective unless made in writing and signed by the waiving party.

We look forward to working with you and the Northgate team on this important matter. Please do not hesitate to contact me directly at (202) 555-7418 or eforsythe@calderwoodharkness.com if you have any questions regarding the terms of this letter or any aspect of the engagement.

If the foregoing accurately reflects our mutual understanding, please sign and return a copy of this letter to my attention at the address above. This letter will become effective upon execution by both parties.

With kind regards,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Elaine Forsythe

Title: Partner, Antitrust & Competition Group

Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7418

Email: eforsythe@calderwoodharkness.com

AGREED AND ACCEPTED

The undersigned, on behalf of Northgate Networks America Inc. and Northgate Telecommunications PLC, hereby acknowledges receipt of this engagement letter, confirms that she has read and understood its terms and conditions, and agrees to be bound thereby.

NORTHGATE NETWORKS AMERICA INC. (on behalf of itself and Northgate Telecommunications PLC)

By: ________

Name: Catherine Ng

Title: U.S. Deputy General Counsel

Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182

Date: ________

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

cc: Howard Bellamy, Partner, Calderwood & Harkness LLP, 450 Lexington Avenue, 35th Floor, New York, NY 10017

Enclosure: Litigation Hold Memorandum dated September 21, 2022 (referenced herein; separately transmitted under cover of letter of the same date)

Timekeeper	Position	Standard Rate
Elaine Forsythe	Partner	$1,650 per hour
Howard Bellamy	Partner	$1,575 per hour
Aaron Liu	Associate (Year 7)	$985 per hour
Monica Reyes	Associate (Year 4)	$795 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
September 22, 2022
Reference No.: C&H-2022-ATR-00419
Via Email and Sundial Data Systems
Catherine Ng U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182
Re: Engagement of Calderwood & Harkness LLP by Northgate Networks America Inc. and Northgate Telecommunications PLC — Defense of Ridgepoint Communications Inc. v. Northgate Networks America Inc. and Northgate Telecommunications PLC, Case No. 1:22-cv-01487-CMW (E.D. Va.)
Dear Ms. Ng:
We are pleased that Northgate Networks America Inc. has selected Calderwood & Harkness LLP to serve as lead litigation counsel in the above-referenced matter. This letter confirms that Calderwood & Harkness LLP ("the Firm" or "C&H") has been retained by Northgate Networks America Inc. ("NNA" or "the Company") to represent NNA and its parent company, Northgate Telecommunications PLC ("NTP" and, together with NNA, the "Clients"), in connection with the defense of the lawsuit filed by Ridgepoint Communications Inc. ("Ridgepoint") on September 19, 2022. The full case caption is Ridgepoint Communications Inc. v. Northgate Networks America Inc. and Northgate Telecommunications PLC, 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.
As you are aware, Ridgepoint alleges a single count of monopolization under Section 2 of the Sherman Act, 15 U.S.C. § 2, arising from Northgate's alleged refusal to provide interconnection and physical colocation access at fourteen (14) facilities in the Mid-Atlantic region. This letter sets forth the terms and conditions of the Firm's engagement in this matter. We ask that you review these terms carefully, and if they are acceptable to the Clients, that you sign and return a copy of this letter to the Firm at your earliest convenience. Unless otherwise agreed in writing, this letter will govern our relationship for the duration of this engagement.
1. Scope of Engagement
The Firm has been retained to represent the Clients in connection with the following matters:
1.1 Federal Court Litigation. The defense of the Clients in the above-captioned federal antitrust action, including all pretrial proceedings, trial, and any appellate proceedings that may follow. This includes, without limitation, the preparation and filing of responsive pleadings (including the answer and any counterclaims the Clients may elect to assert), motions to dismiss, motions to stay, all aspects of fact and expert discovery (including written discovery, depositions, and subpoena practice), all expert-related work (including the engagement and preparation of expert witnesses), dispositive motions (including motions for summary judgment), pretrial submissions, trial preparation, trial presentation, and post-trial motions.
1.2 Related Regulatory Proceedings. Representation of the Clients in any related or ancillary regulatory proceedings before the Federal Communications Commission ("FCC") or other federal or state regulatory bodies, to the extent such proceedings arise from or are directly related to the claims asserted in the district court action. This includes, by way of example, FCC proceedings concerning Northgate's interconnection obligations under Sections 251 and 252 of the Communications Act of 1934, as amended, 47 U.S.C. §§ 251, 252, and any state public utility commission proceedings that bear directly on the claims or defenses in the federal litigation.
1.3 Insurance Coverage Coordination. Coordination with Northgate's insurance coverage counsel, Whitmore & Crane LLP, regarding the Directors & Officers / Entity Liability Policy issued by Clarendon Mutual Insurance Ltd. and the related D&O excess tower, to the extent relevant to the Clients' defense and indemnity obligations in the above-captioned litigation. The Firm will cooperate with coverage counsel as reasonably necessary to facilitate the defense and any tender of the Ridgepoint claim, but the Firm does not itself provide insurance coverage advice.
1.4 Public Relations Coordination. Coordination with Northgate's litigation public relations advisor, Vantage Strategic Communications LLC, on media strategy and communications related to the litigation, including the preparation and review of press statements, media responses, and other public-facing communications that may impact the litigation.
1.5 Limitations on Scope. The engagement does not include representation in any matter unrelated to the above-described dispute, nor does it encompass general corporate advisory work, regulatory compliance counseling outside the scope of the specific proceedings described above, or transactional matters. Any expansion of the scope of this engagement shall require a separate written agreement or a written amendment to this letter signed by both parties.
2. Engagement Team
2.1 Responsible Partner. The partner principally responsible for the overall management and strategic direction of this engagement is Elaine Forsythe, a partner in the Firm's Antitrust & Competition Group, based in the Washington, D.C. office. Ms. Forsythe will serve as lead trial counsel and will have primary supervisory responsibility for all aspects of the representation.
2.2 Billing Partner. The billing partner for this engagement is Howard Bellamy, a partner in the Firm's Antitrust & Competition Group, based in the New York office. Mr. Bellamy will participate in strategy sessions and provide oversight in connection with the economic analysis and damages aspects of the defense.
2.3 Lead Associate. Aaron Liu (Year 7), an associate in the Firm's Antitrust & Competition Group, based in the Washington, D.C. office, will serve as lead associate on the matter. Mr. Liu will be responsible for the day-to-day management of discovery, motion practice, and coordination with third-party vendors and consultants.
2.4 Working Associate. Monica Reyes (Year 4), an associate in the Firm's Antitrust & Competition Group, based in the Washington, D.C. office, will serve as working associate on the matter. Ms. Reyes will provide support on legal research, briefing, document review, and deposition preparation.
2.5 Additional Personnel. From time to time, additional attorneys (including partners, counsel, and associates), paralegals, litigation support analysts, and other professional staff may be assigned to the matter as the needs of the engagement require. The Firm will notify the Company of any material changes to the engagement team, including the addition or departure of any partner or senior associate working on the matter.
2.6 Day-to-Day Contact. The Firm's day-to-day contacts for this engagement are Elaine Forsythe and Aaron Liu. The Client's primary contact for the engagement is Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc. All significant decisions regarding litigation strategy, settlement authority, and budget matters will be communicated through these designated contacts unless otherwise agreed.
3. Standard Billing Rates
3.1 The Firm's standard hourly billing rates for the initial members of the engagement team are as follows:
3.2 Rates for other attorneys or professional staff who may be assigned to the matter from time to time will be communicated to the Client at the time of their assignment. Paralegal and litigation support analyst rates currently range from $295 to $450 per hour, depending on seniority and specialization.
3.3 The Firm's standard hourly rates are subject to periodic adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' prior written notice of any rate increases. The adjusted rates will apply to all work performed on or after the effective date of the increase, subject to the alternative fee arrangement described in Section 4 below.
4. Alternative Fee Arrangement — Blended Rate Cap and Monthly Fee Ceiling
Notwithstanding the standard billing rates set forth in Section 3, the parties have agreed to the following alternative fee arrangement for this engagement.
4.1 Blended Rate Cap
All legal fees for this engagement shall be subject to a blended rate cap of Nine Hundred Twenty-Five Dollars ($925) per hour across all timekeepers. The blended rate cap shall apply to all attorney and professional staff time billed to the matter, without exception.
Actual time expended by each timekeeper will be recorded at that timekeeper's standard billing rate for internal tracking and reporting purposes; however, the Client will be invoiced at the blended cap rate whenever the weighted average rate for any monthly billing period exceeds $925 per hour.
The calculation methodology is as follows: For each monthly billing period, the Firm will compute (a) the total fees at standard rates (i.e., the sum of each timekeeper's hours multiplied by such timekeeper's standard rate) and (b) the total hours billed by all timekeepers multiplied by the $925 blended rate. The Client will be invoiced at the lesser of the two amounts. Where the weighted average rate for the billing period falls below $925 per hour, the Client will be invoiced at actual standard rates, as the blended cap operates only as a ceiling on the effective hourly rate.
4.2 Monthly Fee Ceiling
Monthly invoices for professional fees (exclusive of disbursements and third-party costs as described in Section 4.3) shall not exceed Two Hundred Seventy-Five Thousand Dollars ($275,000) in any calendar month, absent the prior written approval of Catherine Ng.
If the Firm reasonably anticipates that professional fees in any month will exceed the $275,000 ceiling, the Firm shall notify Catherine Ng in writing no later than five (5) business days before the end of such calendar month and shall obtain her written pre-approval for the anticipated overage amount. Such notification shall include a reasonably detailed explanation of the work necessitating the overage and an estimate of the total fees expected for the month.
Any professional fees in excess of the monthly ceiling that are incurred without the prior written approval described above may, at the Client's sole election, be either (a) deferred to the following monthly billing period (subject to the ceiling for that period) or (b) written off by the Firm. The Client's election shall be communicated in writing within fifteen (15) days of receipt of the invoice reflecting such excess fees. In the absence of a timely election, the excess fees shall be deferred to the following billing period.
4.3 Disbursements and Third-Party Costs
Disbursements and out-of-pocket expenses incurred by the Firm in connection with this engagement — including, without limitation, travel expenses (airfare, lodging, ground transportation, and meals), court filing fees, process server fees, copying and printing charges, postage and delivery charges, long-distance telephone charges, and similar out-of-pocket costs — will be billed to the Client at the Firm's actual cost, without markup, and are not subject to the blended rate cap or the monthly fee ceiling described above.
Fees and costs of third-party vendors and consultants retained by the Firm on behalf of the Client in connection with this engagement will be passed through to the Client at the Firm's actual cost, with no markup, and are not subject to the blended rate cap or the monthly fee ceiling. The parties anticipate that the following third-party vendors and consultants may be engaged in connection with this matter:
(a) Ellsworth Economic Consulting LLC — economic expert services, including market definition analysis, econometric modeling, and damages quantification;
(b) Torrence Policy Group LLC — regulatory expert and consulting services, including analysis of interconnection and colocation regulatory frameworks and preparation of expert testimony on regulatory matters; and
(c) Candela discovery Solutions Inc. — electronic discovery services, including data collection, processing, hosting, review platform management, and production.
The Firm will obtain the prior written approval of Catherine Ng before retaining any new third-party vendor or consultant whose estimated fees and costs are reasonably expected to exceed Fifty Thousand Dollars ($50,000) in the aggregate. For vendors and consultants whose estimated fees fall below this threshold, the Firm will exercise reasonable professional judgment in making retention decisions and will inform the Client of such retentions on the next monthly invoice or status report.
5. Billing and Payment Terms
5.1 Monthly Invoices. The Firm will submit monthly invoices to the Client, typically within thirty (30) days following the close of each calendar month. Invoices will include reasonably detailed descriptions of the work performed during the billing period, including the date of service, the name of the timekeeper performing the work, the number of hours expended, the applicable rate (both the standard rate and the effective rate after application of the blended rate cap, if applicable), and the total fees for the period. Disbursements and third-party costs will be itemized separately.
5.2 Payment Terms. Payment of each invoice is due within forty-five (45) days of the invoice date. Payment may be made by wire transfer to the Firm's trust account or by check mailed to the Firm's Washington, D.C. office at the address set forth above. Wire transfer instructions will be provided separately upon request.
5.3 Late Payments. Any amounts not paid within forty-five (45) days of the invoice date will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on the outstanding balance, calculated from the date payment was due until the date payment is received by the Firm.
5.4 Disputed Invoices. The Client may dispute any invoice item in good faith by providing written notice to the Firm within thirty (30) days of receipt of the invoice. Such notice shall identify the specific item(s) disputed and the basis for the dispute. The parties shall endeavor in good faith to resolve any billing disputes promptly. Undisputed amounts on any invoice remain due and payable on the original due date, notwithstanding any pending dispute with respect to other items on the same invoice.
5.5 Invoice Delivery. Invoices will be directed to Catherine Ng at the address set forth above, or to such other address or person as the Client may designate in writing from time to time. Electronic delivery of invoices via email is acceptable unless the Client instructs otherwise.
6. Client Identity and Authority
6.1 Client Identification. The Clients in this engagement are:
(a) Northgate Networks America Inc., a corporation organized under the laws of the State of Delaware, EIN: 54-3298176, with its principal place of business at 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182; and
(b) Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales, Company No. 07824561, with its registered office at 14 Broadwall Lane, London SE1 9PQ, United Kingdom.
6.2 Authorized Contacts. Catherine Ng, U.S. Deputy General Counsel of NNA, is authorized to direct the engagement on behalf of both Clients, including providing instructions, approvals, and consents contemplated by this letter and making decisions on day-to-day litigation matters. The Firm may also take direction from James Whitford, Group General Counsel of Northgate Telecommunications PLC, on matters of overall litigation strategy, reporting, and any decisions requiring Board-level or parent-company input. In the event of any conflict between the instructions of Ms. Ng and Mr. Whitford, the Firm will promptly notify both individuals and seek a resolution before proceeding.
6.3 No Individual Representation. The Firm does not represent any individual officer, director, or employee of the Clients in a personal capacity by virtue of this engagement. Representation of any individual in connection with the subject matter of this engagement or any related matter would require a separate written agreement and an independent assessment of potential conflicts of interest.
7. Conflicts of Interest
7.1 Conflicts Check
Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to Ridgepoint Communications Inc., its majority owner Caravel Capital Partners LP, its litigation counsel Hargrove, Winslow & Burke LLP, and related entities and individuals identified by the Client and through publicly available information. Based on the results of that review, the Firm has identified no disqualifying conflicts of interest that would prevent the Firm from undertaking this engagement in accordance with the Virginia Rules of Professional Conduct and the applicable rules of the United States District Court for the Eastern District of Virginia.
7.2 Conflict Waiver — Unrelated Matters
The Client acknowledges that Calderwood & Harkness LLP is a large, diversified law firm with offices in multiple jurisdictions that represents numerous clients across a wide range of practice areas and industries, including clients in the telecommunications, technology, media, and related sectors. From time to time, the Firm may represent clients whose interests may be adverse to the interests of the Clients in matters wholly unrelated to this engagement.
The Client agrees that the Firm may continue to represent other clients — including clients that may be adverse to the Clients — in matters that are not substantially related to this engagement, provided that:
(a) the Firm does not use any confidential information received from the Clients in connection with this engagement to the disadvantage of the Clients in any such other representation; and
(b) the adverse representation does not involve the same transaction, matter, or a substantially related matter as the subject of this engagement.
This waiver does not extend to the Firm's representation of Ridgepoint Communications Inc., Caravel Capital Partners LP, or Hargrove, Winslow & Burke LLP in any matter whatsoever during the pendency of this engagement, nor does it extend to any representation that is directly adverse to the Clients in the subject matter of this engagement or in a substantially related matter.
7.3 Advance Waiver — Future Conflicts
To the extent permitted by applicable rules of professional conduct (including Virginia Rule of Professional Conduct 1.7 and any analogous rules in jurisdictions where the Firm maintains offices or where the engagement may require the provision of legal services), the Client provides an advance waiver consenting to the Firm's future representation of other clients in matters adverse to the Clients, provided that:
(a) such future matters are not substantially related to this engagement; and
(b) the Firm does not possess material confidential information obtained from the Clients in connection with this engagement that could be used to the disadvantage of the Clients in such future matters.
The Client has had the opportunity to consult with independent counsel regarding the scope and implications of this advance waiver and provides it knowingly and voluntarily. This advance waiver may be revoked by the Client at any time upon written notice to the Firm, but such revocation shall not affect any representation undertaken by the Firm in reliance on the waiver prior to the date of revocation.
8. Confidentiality and Privilege
8.1 All communications between the Firm and the Clients, including oral and written communications, memoranda, analyses, legal opinions, and all work product generated by the Firm in connection with this engagement, are intended to be subject to the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by law.
8.2 The Firm will maintain the confidentiality of all information received from the Clients in connection with this engagement, in accordance with applicable rules of professional conduct, including Virginia Rule of Professional Conduct 1.6. The Firm will not disclose such information to any third party except as authorized by the Clients, as required by law, or as necessary for the Firm to carry out the purposes of this engagement (for example, in the course of discovery or court proceedings).
8.3 The Client agrees to take reasonable steps to preserve the privileged and confidential nature of all communications with the Firm, including the appropriate handling of written and electronic communications. In particular, communications with the Firm should be clearly marked as privileged and confidential, distribution of such communications within the Clients' organizations should be limited to individuals with a need to know, and the Clients should avoid forwarding privileged communications to third parties without first consulting with the Firm regarding the potential impact on privilege.
9. Document Preservation
9.1 In connection with the above-captioned litigation, the Firm has separately issued a Litigation Hold Memorandum dated September 21, 2022, directed to Northgate Networks America Inc. and Northgate Telecommunications PLC. That memorandum sets forth in detail the Clients' obligations to identify, preserve, and refrain from destroying or altering documents and electronically stored information ("ESI") relevant to the litigation, including email, text messages, instant messages, voicemail, electronic files, databases, and hard-copy documents.
9.2 The Client acknowledges receipt of the Litigation Hold Memorandum and agrees to comply fully with the preservation obligations outlined therein. The Client further agrees to ensure that the Litigation Hold Memorandum is distributed to, and acknowledged by, all custodians and other individuals within the Clients' organizations who may possess relevant documents or ESI.
9.3 Twenty-three (23) custodians have been identified across NNA and the Northgate Group for purposes of the initial litigation hold. The list of custodians may be revised from time to time as discovery progresses and additional relevant custodians are identified. The Firm will consult with Catherine Ng before adding or removing custodians from the litigation hold.
10. Insurance
10.1 The Client has advised the Firm that Northgate maintains the following insurance coverage potentially applicable to the Ridgepoint litigation:
(a) A Directors & Officers / Entity Liability Insurance Policy issued by Clarendon Mutual Insurance Ltd. (Bermuda), with a per-occurrence limit of Fifty Million Dollars ($50,000,000) and a self-insured retention of Ten Million Dollars ($10,000,000);
(b) An excess D&O tower providing One Hundred Million Dollars ($100,000,000) in aggregate excess coverage, structured as follows:
(i) Clarendon Mutual Insurance Ltd. — $50,000,000 primary layer;
(ii) Avalon Specialty Underwriters Inc. — $30,000,000 first excess layer; and
(iii) Pinnacle Re Ltd. — $20,000,000 second excess layer.
10.2 The Client intends to tender the Ridgepoint claim to Clarendon Mutual Insurance Ltd. and the excess carriers in accordance with the terms of the applicable policies. The Firm will coordinate with Whitmore & Crane LLP (380 Madison Avenue, 22nd Floor, New York, NY 10017), Northgate's designated insurance coverage counsel, as appropriate regarding coverage matters, defense cost reimbursement, and any reservation-of-rights or coverage disputes that may arise.
10.3 The Client acknowledges and agrees that payment of the Firm's fees and expenses is the sole obligation of the Client, regardless of the existence, amount, or availability of any insurance coverage or reimbursement. The Firm is not a party to and has no obligations under any insurance policy maintained by the Client, and the Client's obligation to pay the Firm's invoices is not contingent upon the receipt of insurance proceeds or the resolution of any coverage dispute.
11. Termination
11.1 Either party may terminate this engagement at any time upon written notice to the other party. The Client may terminate the engagement for any reason or for no reason. The Firm may withdraw from the engagement for good cause, including but not limited to the Client's failure to pay invoices when due, the Client's failure to cooperate in the defense of the litigation, or the existence of an irreconcilable conflict of interest.
11.2 In the event of termination by either party, the Firm will take all steps reasonably necessary to protect the Clients' interests, including compliance with applicable court rules and orders regarding withdrawal of counsel. Where leave of court is required for the Firm to withdraw as counsel of record, the Firm will file an appropriate motion and will continue to represent the Clients until such time as withdrawal is granted or substitute counsel has entered an appearance.
11.3 The Client will remain responsible for all fees, costs, and disbursements incurred through the effective date of termination, including any amounts reasonably necessary to effect an orderly transition of the matter to successor counsel. All outstanding invoices shall become due and payable upon termination.
11.4 Upon termination of the engagement, the Firm will promptly return or transfer the Client's files and documents as directed by the Client. The Firm reserves the right to retain copies of such files for its own records, subject to the Firm's continuing obligations of confidentiality.
12. Limitation of Liability / No Guarantee of Outcome
12.1 The Firm will use its best professional efforts in the defense of this matter and will exercise the degree of skill, care, and diligence ordinarily exercised by competent attorneys practicing in the same or similar area of law.
12.2 The Client acknowledges that the outcome of litigation is inherently uncertain, that no assurances have been made regarding the likely outcome of this matter, and that the Firm's acceptance of this engagement does not constitute a prediction, guarantee, or warranty of success at any stage of the proceedings.
12.3 To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or in connection with this engagement — whether based in contract, tort, strict liability, or otherwise — shall not exceed the total amount of professional fees actually paid by the Client to the Firm for this engagement. This limitation shall not apply in cases of the Firm's willful misconduct or gross negligence.
13. Governing Law and Dispute Resolution
13.1 Governing Law. This engagement letter shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts-of-law principles.
13.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder, including any claim for fees, shall be resolved by binding arbitration administered by JAMS in Washington, D.C., in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the JAMS rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including costs and reasonable attorneys' fees to the prevailing party. The arbitrator's award shall be final and binding and may be confirmed and entered as a judgment in any court of competent jurisdiction.
14. Entire Agreement / Amendments
14.1 This letter constitutes the entire agreement between the Firm and the Clients with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, agreements, representations, and understandings, whether oral or written, relating to the Firm's engagement by the Clients in connection with the above-captioned matter.
14.2 This letter may not be amended, modified, or supplemented except by a writing signed by a duly authorized representative of each party. No waiver of any provision of this letter shall be effective unless made in writing and signed by the waiving party.
We look forward to working with you and the Northgate team on this important matter. Please do not hesitate to contact me directly at (202) 555-7418 or eforsythe@calderwoodharkness.com if you have any questions regarding the terms of this letter or any aspect of the engagement.
If the foregoing accurately reflects our mutual understanding, please sign and return a copy of this letter to my attention at the address above. This letter will become effective upon execution by both parties.
With kind regards,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Elaine Forsythe
Title: Partner, Antitrust & Competition Group
Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7418
Email: eforsythe@calderwoodharkness.com
AGREED AND ACCEPTED
The undersigned, on behalf of Northgate Networks America Inc. and Northgate Telecommunications PLC, hereby acknowledges receipt of this engagement letter, confirms that she has read and understood its terms and conditions, and agrees to be bound thereby.
NORTHGATE NETWORKS AMERICA INC. (on behalf of itself and Northgate Telecommunications PLC)
By: ________
Name: Catherine Ng
Title: U.S. Deputy General Counsel
Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182
Date: ________
cc: James Whitford, Group General Counsel, Northgate Telecommunications PLC, 14 Broadwall Lane, London SE1 9PQ, United Kingdom
cc: Howard Bellamy, Partner, Calderwood & Harkness LLP, 450 Lexington Avenue, 35th Floor, New York, NY 10017
Enclosure: Litigation Hold Memorandum dated September 21, 2022 (referenced herein; separately transmitted under cover of letter of the same date)
Timekeeper | Position | Standard Rate
Elaine Forsythe | Partner | $1,650 per hour
Howard Bellamy | Partner | $1,575 per hour
Aaron Liu | Associate (Year 7) | $985 per hour
Monica Reyes | Associate (Year 4) | $795 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED

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