litigation-hold-memorandum.docx

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

litigation-hold-memorandum.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) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT

September 21, 2022

TO:

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

Diane Okoro U.S. President Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182

CC:

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

Patrick Salazar Chief Regulatory Officer Northgate Telecommunications PLC 14 Broadwall Lane London SE1 9PQ, United Kingdom

FROM:

Elaine Forsythe, Responsible Partner, Antitrust & Competition Aaron Liu, Lead Associate, Antitrust & Competition Calderwood & Harkness LLP

RE:

LITIGATION HOLD NOTICE — 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

LITIGATION HOLD MEMORANDUM

I. Purpose and Legal Obligation

This memorandum constitutes a formal litigation hold notice issued by Calderwood & Harkness LLP, outside counsel to Northgate Networks America Inc. ("NNA") and Northgate Telecommunications PLC ("NTP" and, together with NNA, "Northgate" or the "Company"), in connection with the complaint filed by Ridgepoint Communications Inc. ("Ridgepoint") on September 19, 2022 in the United States District Court for the Eastern District of Virginia, Alexandria Division, Case No. 1:22-cv-01487-CMW, before the Honorable Claudia M. Wentworth (the "Litigation").

In its complaint, Ridgepoint alleges a single count of monopolization under Section 2 of the Sherman Antitrust Act, 15 U.S.C. § 2, claiming that Northgate's refusal to grant interconnection and physical colocation access at fourteen (14) specified central-office and meet-me-room facilities in the Mid-Atlantic region constitutes unlawful monopolization of the alleged "last-mile enterprise fiber-optic transport services market" in the Philadelphia–Baltimore–Washington, D.C. corridor. Both Northgate Networks America Inc., a Delaware corporation, and Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (Company No. 07824561), are named as defendants in the Litigation.

Federal law, as articulated by the courts and the Federal Rules of Civil Procedure — in particular Rules 26, 34, and 37 — imposes an affirmative duty on all parties to pending or reasonably anticipated litigation to preserve all documents and electronically stored information ("ESI") that may be relevant to the claims, defenses, or subject matter of that litigation. This duty attaches at the moment litigation is filed or is reasonably anticipated, and it supersedes any pre-existing document retention or destruction policies, schedules, or automated deletion protocols that might otherwise result in the alteration or destruction of potentially relevant materials.

The consequences for failing to comply with this obligation are severe. Under Federal Rule of Civil Procedure 37(e), a court may order measures "no greater than necessary to cure the prejudice" resulting from the loss of ESI that should have been preserved, and if the court finds that a party acted with the intent to deprive another party of the information's use in the litigation, the court may presume that the lost information was unfavorable to the party, instruct the jury that it may or must presume the information was unfavorable, or dismiss the action or enter a default judgment. Additionally, courts retain inherent authority to impose monetary sanctions, attorneys' fee awards, and other penalties for spoliation of evidence.

This litigation hold is effective immediately as of the date of this memorandum. It supersedes all existing document retention and destruction policies, schedules, and auto-delete protocols maintained by NNA and NTP to the extent that those policies, schedules, or protocols would result in the destruction, alteration, or loss of any materials that fall within the scope of this hold as described in Section III below. Every individual who receives this notice, or who is identified as a custodian subject to this hold, must take immediate steps to comply with the preservation obligations outlined herein.

The importance of this obligation cannot be overstated. We ask that you treat this memorandum with the highest priority and give it your immediate attention.

II. Background of the Litigation

A. The Parties

The following summary provides relevant background information regarding the parties to the Litigation. This information is provided to assist custodians and Company personnel in understanding the context of the dispute and the scope of the preservation obligation.

Northgate Telecommunications PLC ("NTP"). NTP is a United Kingdom-headquartered public telecommunications and software-as-a-service ("SaaS") company. Its American Depositary Receipts ("ADRs") are listed on the Nasdaq Stock Market under the ticker symbol "NTP." NTP operates approximately 42,000 route-miles of fiber-optic backbone and metro-ring infrastructure across eighteen (18) U.S. states, with a concentration along the eastern seaboard. In addition to its fiber transport operations, NTP offers enterprise cloud-connectivity services and SaaS-based network management platforms under the NorthgateOS™ brand. For fiscal year 2022, NTP reported Group Revenue of approximately £4.87 billion (approximately $5.96 billion at current exchange rates) and U.S. Revenue of approximately $2.41 billion. As of September 2022, NTP's market capitalization was approximately $11.3 billion. NTP is led by its Chief Executive Officer, Sir Malcolm Prentice, KBE.

Northgate Networks America Inc. ("NNA"). NNA is the primary U.S. operating subsidiary of NTP. NNA is a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182. NNA's U.S. President is Diane Okoro. NNA's Employer Identification Number is 54-3298176. NNA manages and operates the day-to-day telecommunications operations, including facility management, wholesale access, and enterprise fiber-optic transport services, across NTP's U.S. footprint.

Ridgepoint Communications Inc. ("Ridgepoint"). Ridgepoint is a corporation organized and existing under the laws of the State of Delaware, with its headquarters located at 3500 Market Street, Suite 700, Philadelphia, Pennsylvania 19104. Ridgepoint operates as a competitive local exchange carrier ("CLEC") and enterprise broadband provider in the states of Pennsylvania, New Jersey, Delaware, Maryland, and Virginia. Ridgepoint owns or leases approximately 6,200 route-miles of fiber-optic infrastructure. For fiscal year 2022, Ridgepoint reported revenue of approximately $387 million and employed approximately 1,450 individuals. Ridgepoint's Chief Executive Officer and founder is Gregory Trent. Ridgepoint is privately held, with approximately 78% of its equity owned by Caravel Capital Partners LP ("Caravel"), a private equity firm, since a November 2018 leveraged buyout valued at approximately $510 million. The Trent family retains the remaining approximately 22% equity stake.

Ridgepoint is represented in the Litigation by Hargrove, Winslow & Burke LLP, with offices in Washington, D.C. and Philadelphia. The lead partner on the matter is Victoria Hargrove, and the senior associate is Daniel Stoyanov.

B. The Allegations

In its complaint, Ridgepoint alleges the following:

Interconnection and Colocation Denials. Ridgepoint alleges that between March 2021 and August 2022, it submitted interconnection and physical colocation requests for fourteen (14) Northgate facilities located in the Philadelphia–Baltimore–Washington, D.C. corridor (the "Disputed Facilities"), and that Northgate refused each and every request. The specific facilities are identified in Section III.A.3 of this memorandum.

Relevant Market — Product Market. Ridgepoint defines the relevant product market as the "last-mile enterprise fiber-optic transport services market," encompassing lit and dark fiber services at speeds of 1 Gbps and above, provided to enterprise and government customers.

Relevant Market — Geographic Market. Ridgepoint defines the relevant geographic market as the Philadelphia–Baltimore–Washington, D.C. corridor.

Market Share. Ridgepoint alleges that Northgate holds a 68% share of the alleged relevant market. This market share calculation is attributed to Ridgepoint's economic expert, Dr. Leonard Kuo, Professor of Economics at Cavendish University.

Anticompetitive Conduct. Ridgepoint alleges that Northgate's refusal to grant interconnection and colocation access at the Disputed Facilities constitutes monopolization of the alleged relevant market in violation of Section 2 of the Sherman Act, 15 U.S.C. § 2.

Damages. Ridgepoint claims approximately $127 million in lost profits over a five-year projected period (2022–2027), which it seeks to have trebled to approximately $381 million pursuant to Section 4 of the Clayton Act, 15 U.S.C. § 15. Ridgepoint also seeks permanent injunctive relief requiring Northgate to provide interconnection and colocation access at the Disputed Facilities on reasonable, nondiscriminatory terms.

Northgate's Position. While this memorandum is not intended to constitute a comprehensive legal analysis of the merits of Ridgepoint's claims, we note the following regarding Northgate's preliminary position for context. Northgate maintains that its Wholesale Access Policy ("WAP"), adopted in January 2020 following a comprehensive review of its wholesale operations, is a legitimate business decision that restricts third-party physical colocation access to existing wholesale partners meeting a minimum annual revenue commitment of $5 million. Ridgepoint's fiscal year 2021 annual spend with Northgate was approximately $1.8 million — well below the WAP threshold. Additionally, the fourteen (14) Disputed Facilities were at or above 85% capacity utilization at the time of Ridgepoint's requests, which independently justified the denials on grounds of physical space constraints. Northgate intends to vigorously defend against Ridgepoint's claims.

C. Prior Course of Dealing

The relationship between Northgate and Ridgepoint predates the current dispute. On June 15, 2015, Northgate and Ridgepoint entered into a Master Interconnection Agreement ("MIA") pursuant to which Ridgepoint was granted colocation access at three (3) Northgate facilities located in northern Virginia. Under the MIA, Ridgepoint paid a monthly colocation fee of $12,000 per facility for each of the three facilities.

The MIA had a five-year term and expired by its terms on June 14, 2020. Northgate declined to renew the MIA, citing the requirements of the newly adopted Wholesale Access Policy, which had taken effect in January 2020. Ridgepoint did not meet the WAP's $5 million minimum annual revenue commitment threshold, and accordingly, Northgate communicated that a renewal of the MIA on its prior terms was not available.

Notwithstanding the expiration of the MIA, Ridgepoint continues to physically occupy the three (3) existing colocation spaces at the northern Virginia facilities under a month-to-month holdover arrangement. Pursuant to the holdover provisions of the expired MIA, the holdover rate is 120% of the prior contractual rate, resulting in a monthly charge of $14,400 per facility (reflecting a holdover premium of $2,400 per month per facility). The aggregate monthly holdover premium across all three facilities is $7,200, or approximately $86,400 per year. The status of these holdover arrangements is directly relevant to the Litigation and is within the scope of this hold.

III. Scope of the Litigation Hold

A. Subject Matter Categories

This litigation hold covers all documents and ESI — in any format, medium, or location — relating to any of the following subject matter categories. This list is intended to be broadly inclusive, and custodians should err on the side of preservation in cases of doubt. If there is any question regarding whether particular materials fall within the scope of this hold, custodians should contact Catherine Ng or Calderwood & Harkness LLP before taking any action that could result in the destruction or alteration of such materials.

1. Ridgepoint Communications Inc. All communications with, about, or referencing Ridgepoint Communications Inc., its officers (including, without limitation, Gregory Trent, CEO/Founder; Samira Hashemi; and Theodore Braun), directors, employees, agents, affiliates, subsidiaries, and its majority owner, Caravel Capital Partners LP (including, without limitation, Richard Cavanaugh). This category includes all internal Northgate discussions, analyses, and assessments relating to Ridgepoint in any capacity — as a customer, as a competitor, as a prospective interconnection partner, or otherwise.

2. Interconnection and Colocation Requests. All records of interconnection, colocation, and physical access requests received from Ridgepoint or from any other competitive carrier, Internet service provider, content delivery network, enterprise customer, or third party at any Northgate facility, from January 1, 2015 to the present. This category includes, without limitation, the requests themselves, acknowledgments of receipt, internal evaluations, capacity assessments, engineering analyses, feasibility studies, cost estimates, approval or denial memoranda, correspondence communicating decisions, and any follow-up communications. Materials relating to requests at the fourteen (14) Disputed Facilities are of particular importance, but materials relating to requests at other Northgate facilities are also within scope to the extent they bear on Northgate's general policies and practices regarding interconnection and colocation access.

3. The 14 Disputed Facilities. All documents relating to the following fourteen (14) facilities in the Philadelphia–Baltimore–Washington, D.C. corridor (the "Disputed Facilities"):

(a) 401 N. Broad Street, Philadelphia, PA 19108

(b) 1500 Spring Garden Street, Philadelphia, PA 19130

(d) 220 S. Warren Street, Trenton, NJ 08608

(e) 700 E. Pratt Street, Baltimore, MD 21202

(f) 1 W. Fayette Street, Baltimore, MD 21201

(g) 33 S. Gay Street, Baltimore, MD 21202

(h) 9221 Corporate Boulevard, Rockville, MD 20850

(i) 1200 New Hampshire Avenue NW, Washington, D.C. 20036

(j) 600 New Jersey Avenue NW, Washington, D.C. 20001

(k) 44755 Prentice Drive, Ashburn, VA 20147

(l) 21571 Beaumeade Circle, Ashburn, VA 20147

(m) 1807 Michael Faraday Court, Reston, VA 20190

(n) 8100 Boone Boulevard, Tysons Corner, VA 22182

This category encompasses, without limitation, capacity data, utilization reports, space allocation records, floor plans, engineering specifications, power and cooling analyses, tenant and colocation agreements with third parties at each facility, rack and cage inventories, revenue data generated by each facility, capital expenditure records, maintenance records, and any internal or external communications regarding the management, operation, expansion, or access policies applicable to these facilities.

4. The 3 Northern Virginia Holdover Facilities. All records relating to the three (3) Northgate facilities in northern Virginia where Ridgepoint currently occupies colocation space under the month-to-month holdover arrangement described in Section II.C above. This includes, without limitation, the original Master Interconnection Agreement dated June 15, 2015, all amendments and supplements thereto, all invoices issued to Ridgepoint, holdover notices, communications regarding the non-renewal of the MIA, communications regarding the holdover arrangement and its terms, and any internal analyses or discussions concerning Ridgepoint's continued occupancy of those spaces.

5. Wholesale Access Policy (WAP). All documents relating to the development, adoption (January 2020), implementation, modification, enforcement, and internal discussion of the Wholesale Access Policy, including, without limitation: board of directors minutes and resolutions; committee materials (including any materials of a wholesale access, pricing, or network strategy committee); policy drafts, redlines, and final versions; internal memoranda analyzing or recommending the $5 million minimum annual revenue commitment threshold; financial models or analyses supporting the threshold; any exceptions or waivers granted to any party, including the identity of any party receiving an exception or waiver and the basis therefor; any analyses of the competitive impact of the WAP; any communications with outside counsel regarding the WAP; and any communications with regulatory bodies regarding the WAP.

6. Market Competition and Market Share. All documents analyzing competition in the enterprise fiber-optic transport market in the Mid-Atlantic region, including, without limitation: market share estimates and analyses prepared by or for Northgate; competitive intelligence reports; pricing studies and competitive pricing analyses; customer win/loss analyses; assessments of Ridgepoint's competitive position or market impact; strategic planning documents discussing the competitive landscape; and any reports or analyses prepared by third-party consultants, market research firms, or economic advisors regarding Northgate's competitive position in the relevant market.

7. Enterprise Fiber-Optic Transport Services. All documents relating to Northgate's last-mile enterprise fiber-optic transport services — including both lit and dark fiber offerings at speeds of 1 Gbps and above — in the Philadelphia–Baltimore–Washington, D.C. corridor, including, without limitation: service offering descriptions and specifications; customer contracts and service level agreements; pricing schedules, rate cards, and discount structures; revenue reports; customer lists and account data; strategic plans and business development initiatives; and marketing materials.

8. Regulatory Filings and Compliance. All filings with the Federal Communications Commission ("FCC"), state public utility commissions in Pennsylvania, New Jersey, Maryland, Virginia, and the District of Columbia, and any other federal, state, or local regulatory bodies, to the extent such filings relate to interconnection obligations, compliance with Sections 251 and 252 of the Communications Act of 1934 (as amended by the Telecommunications Act of 1996), tariffs, access charges, and access policies applicable to Northgate facilities in the relevant geographic area. This category also includes any correspondence with regulatory staff, responses to regulatory inquiries, and filings in any administrative proceedings.

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

10. NorthgateOS™ and SaaS Platforms. To the extent that any documentation regarding Northgate's cloud-connectivity services or NorthgateOS™ SaaS-based network management platform references, discusses, or is otherwise relevant to interconnection access, colocation, the Disputed Facilities, the WAP, or Northgate's relationship with Ridgepoint, such documentation falls within the scope of this hold. This includes, without limitation, platform access logs, system architecture documents referencing facility interconnection, and customer-facing materials discussing colocation integration with NorthgateOS™.

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

B. Types of Materials Covered

The litigation hold applies to all documents and ESI regardless of format or medium, including but not limited to:

• Emails and electronic communications of any kind, including all attachments thereto

• Text messages, short message service (SMS) messages, and multimedia messaging service (MMS) messages

• Instant messages, including messages sent or received through enterprise messaging platforms such as Northgate Data Systems, Meridian Solutions, or any other platform used by Northgate

• Voicemail messages and recorded telephone calls, if any exist or are created

• Physical documents, including printed memoranda, correspondence, handwritten notes, and hard-copy contracts or agreements

• Electronic documents, including word processing files, PDF files, and any other document formats

• Board of directors minutes, presentations, and materials; committee minutes and materials

• Spreadsheets, databases, financial models, and any other structured data files

• Engineering reports, capacity analyses, network diagrams, and technical assessments

• Presentations and slide decks (Northgate Services Inc. or equivalent)

• Calendar and scheduling entries, including meeting invitations and agenda items

• Notes, whether handwritten or electronic, including notes taken during meetings, calls, or conferences

• Drafts, working papers, and interim versions of any document, regardless of whether a final version was subsequently produced

• Social media content posted on corporate accounts maintained by Northgate or any Northgate subsidiary

• Metadata associated with any of the foregoing, including file creation dates, modification dates, author information, and access logs

C. Locations. The litigation hold applies to materials stored in or accessible from the following locations, systems, and repositories:

• All NNA offices, including the Tysons Corner, Virginia headquarters and all regional offices throughout the United States

• NTP offices in London and at any other location worldwide, to the extent such offices contain documents or ESI relevant to NNA's U.S. operations, the Disputed Facilities, the WAP, or any other subject within the scope of this hold

• Home offices, personal residences, personal devices (including personal laptops, tablets, and smartphones), and bring-your-own-device ("BYOD") devices of all identified custodians, to the extent such locations or devices contain work-related documents or communications within scope

• Shared network drives, file servers, document management systems (including any DMS maintained by NNA or NTP), and cloud-based storage solutions, including without limitation Sundial Systems, Cobalt Ridge Systems, Hollowell Health IT, Larkspur Technologies, and any other cloud storage service used by Northgate personnel

• Email servers and email archives, including Strathmore Data Systems servers, Ashgrove Software cloud email, journaling archives, and backup tapes to the extent such tapes are accessible and contain data of identified custodians

• Enterprise messaging platforms, including Northgate Data Systems, Meridian Solutions, and any other messaging platform deployed within Northgate

• Engineering and network management systems, including any systems used to track facility capacity, utilization, space allocation, or interconnection activity

• Customer relationship management ("CRM") systems and billing systems containing customer records, including all account data associated with Ridgepoint Communications Inc.

• Any third-party storage providers, offsite records management facilities, or cloud-based archival services used by Northgate to store physical or electronic records

IV. Identified Custodians

Twenty-three (23) custodians have been identified across Northgate Networks America Inc. and Northgate Telecommunications PLC as individuals whose files, communications, and data are subject to this litigation hold. The custodian list has been developed by Calderwood & Harkness LLP based on an initial assessment of individuals who are likely to possess documents and ESI falling within the scope of this hold, including individuals who were involved in the events at issue, who had communications with Ridgepoint or its representatives, who participated in the development or implementation of the WAP, who managed or operated the Disputed Facilities, or who were otherwise involved in matters relevant to the Litigation.

A complete, named custodian schedule identifying all 23 individuals will be distributed separately and directly to Catherine Ng and Diane Okoro under separate cover. The custodian schedule is being provided under separate cover to maintain strict confidentiality regarding the identity of all custodians. The categories of personnel represented on the custodian list are as follows:

A. Senior Leadership (NNA)

• Diane Okoro, U.S. President, Northgate Networks America Inc.

• Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc.

These individuals are included because of their senior leadership roles within NNA and their involvement in, or oversight of, the business decisions and policies at issue in the Litigation, including the WAP and Northgate's response to Ridgepoint's interconnection and colocation requests.

B. Senior Leadership (NTP Group)

• Sir Malcolm Prentice, KBE, Chief Executive Officer, Northgate Telecommunications PLC

• James Whitford, Group General Counsel, Northgate Telecommunications PLC

• Patrick Salazar, Chief Regulatory Officer, Northgate Telecommunications PLC

These individuals are included because NTP is a named defendant in the Litigation and because the WAP and certain strategic decisions relating to wholesale access, facility management, and interconnection policy may have been discussed, reviewed, or approved at the NTP Group level.

C. Network Engineering and Operations

Individuals in this category include those responsible for capacity management, facility planning, infrastructure buildout, and engineering assessments at the fourteen (14) Disputed Facilities and the three (3) northern Virginia holdover facilities. These individuals are likely to possess capacity utilization data, engineering analyses, space allocation records, and other technical documentation relevant to Northgate's decisions regarding colocation access.

D. Wholesale and Interconnection

Individuals in this category include those responsible for processing interconnection and colocation requests from Ridgepoint and other carriers, managing wholesale customer relationships, implementing and enforcing the WAP, and communicating directly with Ridgepoint personnel regarding access requests. These individuals are likely to possess the interconnection request records, internal evaluation memoranda, and customer correspondence at the core of the Litigation.

E. Sales and Marketing

Individuals in this category include those responsible for enterprise fiber-optic transport sales in the Philadelphia–Baltimore–Washington, D.C. corridor. These individuals may possess competitive intelligence reports, pricing analyses, customer win/loss data, and strategic sales plans relevant to the market definition and market share issues raised in Ridgepoint's complaint.

F. Regulatory Affairs

Individuals in this category include those involved in FCC compliance, Section 251/252 interconnection obligations, filings with state public utility commissions, and regulatory submissions related to interconnection access at Northgate facilities in the relevant geographic area.

G. Finance and Revenue Management

Individuals in this category include those involved in financial reporting, revenue analysis, pricing decisions, and cost allocation for the relevant services and facilities. These individuals may possess facility-level financial data, service-line revenue reports, and customer account records relevant to the damages and market share issues in the Litigation.

H. Strategy and Business Development

Individuals in this category include those involved in competitive strategy, market analysis, and business planning for the Mid-Atlantic region. These individuals may possess strategic plans, competitive assessments, and market studies bearing on the relevant market definition and Northgate's competitive position.

Important Note Regarding Custodian Updates. The custodian list is a living document and will be updated as additional potentially relevant individuals are identified through the course of the Litigation. If any Northgate personnel become aware of individuals who may possess relevant documents or ESI but are not currently on the custodian list, they should promptly notify Catherine Ng.

Custodian Acknowledgment. Each identified custodian will receive a personal copy of this litigation hold memorandum together with an Acknowledgment Form, attached hereto as Exhibit A. The Acknowledgment Form must be signed and returned to Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc., within five (5) business days of receipt. Failure to timely return a signed Acknowledgment Form will result in follow-up from Catherine Ng's office and may result in further escalation.

V. Preservation Obligations and Required Actions

A. Immediate Suspension of Document Destruction

All routine document retention and destruction policies, auto-delete rules, and scheduled purges maintained by NNA and NTP are hereby suspended as they apply to any materials falling within the scope of this litigation hold as described in Section III above. This suspension is effective immediately and applies to all 23 identified custodians and to all systems, repositories, and locations described in Section III.C.

Specifically and without limitation:

• NNA IT must immediately disable all auto-delete settings on the email accounts and enterprise messaging platform accounts (including Northgate Data Systems, Meridian Solutions, and any other messaging applications) of all 23 identified custodians. No emails, messages, or attachments belonging to identified custodians may be automatically deleted, purged, or archived in a manner that renders them inaccessible.

• Backup tape rotation schedules must be suspended for all systems containing data of identified custodians until Calderwood & Harkness LLP provides further written instructions. No backup tapes containing data of identified custodians may be overwritten, degaussed, or destroyed.

• Any scheduled records destruction or document shredding events must be halted to the extent they would affect physical records within the scope of this hold.

These suspensions remain in effect until Calderwood & Harkness LLP issues a written release of the litigation hold.

B. Affirmative Preservation Steps

Each custodian subject to this hold is required to take the following affirmative steps:

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

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

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

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

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

C. IT Department Coordination

The NNA Information Technology department, and the NTP Group IT function to the extent it manages or has access to systems containing relevant U.S. operational data, must take the following immediate actions:

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

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

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

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

5. Maintain chain-of-custody documentation for all preserved data, including records of what data was preserved, when it was preserved, by whom, from which systems, and any technical measures implemented to ensure its integrity.

D. Ongoing Collection

Calderwood & Harkness LLP has retained Candela discovery Solutions Inc. ("Candela") as the e-discovery vendor for this matter. Candela's contact information is as follows:

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

Candela will coordinate directly with the NNA IT department regarding the forensic collection and processing of ESI from custodian sources. All forensic collection activities will be conducted by Candela personnel using industry-standard forensic collection tools and methodologies to ensure the defensibility and integrity of the collected data.

Based on an initial assessment of the volume of potentially relevant data, the initial collection from all 23 custodians is expected to yield approximately 1.2 million documents for processing and review. Candela will host the document review on its Concordia Review™ platform, a cloud-based review platform that provides advanced search, analytics, and predictive coding capabilities.

Detailed collection protocols, including specific instructions regarding the sequencing and prioritization of custodian collections, search term methodologies, date range parameters, and data processing specifications, will be provided in a separate E-discovery Protocol Memorandum to be issued by Calderwood & Harkness LLP in the coming weeks. In the interim, the preservation obligations described in this memorandum apply in full, and custodians must take all necessary steps to ensure that no relevant data is lost or altered pending collection.

VI. Duration and Compliance

A. Duration of the Hold

This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written release. The hold will remain in place for the entire duration of the Litigation, including through discovery, trial, post-trial motions, and any appeals. The hold will also remain in effect during any parallel regulatory proceedings, including without limitation any proceeding that may be filed before the Federal Communications Commission or any state public utility commission relating to the subject matter of the Litigation.

Do not assume that this hold has been lifted based on informal communications, the passage of time, the resolution of particular discovery disputes, or the dismissal of individual claims. Only a formal, written release from Calderwood & Harkness LLP will terminate this hold.

B. Custodian Departures and Role Changes

If any identified custodian departs Northgate's employment (whether through resignation, termination, retirement, or otherwise), changes roles within the organization, or transfers to a different department, division, or subsidiary, Catherine Ng or her designee must notify Calderwood & Harkness LLP immediately — and in no event later than twenty-four (24) hours after learning of the departure or change — so that the departing or transitioning custodian's data can be secured, preserved, and collected before any departure-related data purges, account deactivations, or equipment reconfigurations occur.

Under no circumstances should a departing custodian's email account be deactivated, their network access revoked, or their devices reimaged or reassigned until Calderwood & Harkness LLP has confirmed that all relevant data has been collected and preserved. Replacement custodians may need to be added to the hold to account for individuals who assume the responsibilities of departing custodians.

C. Periodic Compliance Audits

Calderwood & Harkness LLP will conduct periodic compliance audits, no less frequently than semi-annually, to verify ongoing adherence to this litigation hold. These audits may include interviews with identified custodians, reviews of IT preservation measures, and inspections of physical document storage areas. Custodians may be asked to re-certify their compliance with the hold at regular intervals by signing updated acknowledgment forms.

The first compliance audit is anticipated to occur within approximately ninety (90) days of the date of this memorandum.

D. Reporting Violations

Any actual or suspected violation of this litigation hold — including, without limitation, the inadvertent deletion of relevant documents, system errors resulting in data loss, failure to preserve personal device data, or any other circumstance that may have resulted in the destruction, alteration, or loss of potentially relevant materials — must be reported immediately to both of the following:

• Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc.

• Aaron Liu, Lead Associate, Calderwood & Harkness LLP

Prompt reporting of potential violations is essential to enable Northgate and its counsel to assess the scope of any data loss, implement remedial measures, and comply with any disclosure obligations under the Federal Rules of Civil Procedure. Failure to report a known or suspected violation may itself constitute a breach of the litigation hold and may expose Northgate to additional sanctions risk.

VII. Custodian Acknowledgment Requirement

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

Signed Acknowledgment Forms must be returned within five (5) business days of receipt to:

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

Catherine Ng's office will maintain a master log of all Acknowledgment Forms received, including the date of receipt and the identity of each responding custodian. Catherine Ng's office will follow up promptly with any custodians who have not returned a signed Acknowledgment Form within the required five-business-day timeframe. If a custodian fails to return a signed Acknowledgment Form despite follow-up, the matter will be escalated to Diane Okoro and to Calderwood & Harkness LLP for further action.

VIII. Points of Contact

The following individuals are designated as points of contact for all questions and issues arising in connection with this litigation hold:

For legal questions regarding this litigation hold or the underlying Litigation:

Elaine Forsythe Responsible Partner, Antitrust & Competition Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7812

Email: eforsythe@calderwoodharkness.com

Aaron Liu Lead Associate, Antitrust & Competition Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7834

Email: aliu@calderwoodharkness.com

For internal coordination and custodian management:

Catherine Ng U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182 Telephone: (703) 555-4200

Email: catherine.ng@northgatenetworks.com

For e-discovery and collection logistics:

Kenji Takahashi Project Manager Candela discovery Solutions Inc. 200 Park Avenue South, 14th Floor New York, NY 10003 Telephone: (212) 555-6100

Email: ktakahashi@candeladiscovery.com

IX. Confidentiality

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

This memorandum should not be shared with, forwarded to, or discussed with any individual outside of Northgate's legal department without the prior written authorization of Calderwood & Harkness LLP. Distribution within Northgate should be limited to the identified custodians and to those individuals who have a legitimate need to know the contents of this memorandum for purposes of implementing and complying with the litigation hold. Under no circumstances should this memorandum, or any portion thereof, be shared with any individual outside of Northgate, including but not limited to customers, vendors, regulatory authorities, media, or opposing counsel.

Any inadvertent disclosure of this memorandum to an unauthorized recipient does not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection. If you receive this memorandum in error or become aware that it has been disclosed to an unauthorized recipient, please notify Catherine Ng and Elaine Forsythe immediately.

EXHIBIT A

CUSTODIAN ACKNOWLEDGMENT FORM

Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al. Case No. 1:22-cv-01487-CMW (E.D. Va.) Calderwood & Harkness LLP Engagement Reference No. C&H-2022-ATR-00419

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT

INSTRUCTIONS: This Acknowledgment Form must be completed, signed, and returned to Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc., 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, VA 22182, within five (5) business days of receipt.

Custodian Information:

Acknowledgment and Certification:

By signing below, I acknowledge and certify the following:

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

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

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

CALDERWOOD & HARKNESS LLP Attorneys at Law 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
September 21, 2022
TO:
Catherine Ng, Esq. U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182
Diane Okoro U.S. President Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182
CC:
James Whitford, Esq. Group General Counsel Northgate Telecommunications PLC 14 Broadwall Lane London SE1 9PQ, United Kingdom
Patrick Salazar Chief Regulatory Officer Northgate Telecommunications PLC 14 Broadwall Lane London SE1 9PQ, United Kingdom
FROM:
Elaine Forsythe, Responsible Partner, Antitrust & Competition Aaron Liu, Lead Associate, Antitrust & Competition Calderwood & Harkness LLP
RE:
LITIGATION HOLD NOTICE — 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
LITIGATION HOLD MEMORANDUM
I. Purpose and Legal Obligation
This memorandum constitutes a formal litigation hold notice issued by Calderwood & Harkness LLP, outside counsel to Northgate Networks America Inc. ("NNA") and Northgate Telecommunications PLC ("NTP" and, together with NNA, "Northgate" or the "Company"), in connection with the complaint filed by Ridgepoint Communications Inc. ("Ridgepoint") on September 19, 2022 in the United States District Court for the Eastern District of Virginia, Alexandria Division, Case No. 1:22-cv-01487-CMW, before the Honorable Claudia M. Wentworth (the "Litigation").
In its complaint, Ridgepoint alleges a single count of monopolization under Section 2 of the Sherman Antitrust Act, 15 U.S.C. § 2, claiming that Northgate's refusal to grant interconnection and physical colocation access at fourteen (14) specified central-office and meet-me-room facilities in the Mid-Atlantic region constitutes unlawful monopolization of the alleged "last-mile enterprise fiber-optic transport services market" in the Philadelphia–Baltimore–Washington, D.C. corridor. Both Northgate Networks America Inc., a Delaware corporation, and Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (Company No. 07824561), are named as defendants in the Litigation.
Federal law, as articulated by the courts and the Federal Rules of Civil Procedure — in particular Rules 26, 34, and 37 — imposes an affirmative duty on all parties to pending or reasonably anticipated litigation to preserve all documents and electronically stored information ("ESI") that may be relevant to the claims, defenses, or subject matter of that litigation. This duty attaches at the moment litigation is filed or is reasonably anticipated, and it supersedes any pre-existing document retention or destruction policies, schedules, or automated deletion protocols that might otherwise result in the alteration or destruction of potentially relevant materials.
The consequences for failing to comply with this obligation are severe. Under Federal Rule of Civil Procedure 37(e), a court may order measures "no greater than necessary to cure the prejudice" resulting from the loss of ESI that should have been preserved, and if the court finds that a party acted with the intent to deprive another party of the information's use in the litigation, the court may presume that the lost information was unfavorable to the party, instruct the jury that it may or must presume the information was unfavorable, or dismiss the action or enter a default judgment. Additionally, courts retain inherent authority to impose monetary sanctions, attorneys' fee awards, and other penalties for spoliation of evidence.
This litigation hold is effective immediately as of the date of this memorandum. It supersedes all existing document retention and destruction policies, schedules, and auto-delete protocols maintained by NNA and NTP to the extent that those policies, schedules, or protocols would result in the destruction, alteration, or loss of any materials that fall within the scope of this hold as described in Section III below. Every individual who receives this notice, or who is identified as a custodian subject to this hold, must take immediate steps to comply with the preservation obligations outlined herein.
The importance of this obligation cannot be overstated. We ask that you treat this memorandum with the highest priority and give it your immediate attention.
II. Background of the Litigation
A. The Parties
The following summary provides relevant background information regarding the parties to the Litigation. This information is provided to assist custodians and Company personnel in understanding the context of the dispute and the scope of the preservation obligation.
Northgate Telecommunications PLC ("NTP"). NTP is a United Kingdom-headquartered public telecommunications and software-as-a-service ("SaaS") company. Its American Depositary Receipts ("ADRs") are listed on the Nasdaq Stock Market under the ticker symbol "NTP." NTP operates approximately 42,000 route-miles of fiber-optic backbone and metro-ring infrastructure across eighteen (18) U.S. states, with a concentration along the eastern seaboard. In addition to its fiber transport operations, NTP offers enterprise cloud-connectivity services and SaaS-based network management platforms under the NorthgateOS™ brand. For fiscal year 2022, NTP reported Group Revenue of approximately £4.87 billion (approximately $5.96 billion at current exchange rates) and U.S. Revenue of approximately $2.41 billion. As of September 2022, NTP's market capitalization was approximately $11.3 billion. NTP is led by its Chief Executive Officer, Sir Malcolm Prentice, KBE.
Northgate Networks America Inc. ("NNA"). NNA is the primary U.S. operating subsidiary of NTP. NNA is a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182. NNA's U.S. President is Diane Okoro. NNA's Employer Identification Number is 54-3298176. NNA manages and operates the day-to-day telecommunications operations, including facility management, wholesale access, and enterprise fiber-optic transport services, across NTP's U.S. footprint.
Ridgepoint Communications Inc. ("Ridgepoint"). Ridgepoint is a corporation organized and existing under the laws of the State of Delaware, with its headquarters located at 3500 Market Street, Suite 700, Philadelphia, Pennsylvania 19104. Ridgepoint operates as a competitive local exchange carrier ("CLEC") and enterprise broadband provider in the states of Pennsylvania, New Jersey, Delaware, Maryland, and Virginia. Ridgepoint owns or leases approximately 6,200 route-miles of fiber-optic infrastructure. For fiscal year 2022, Ridgepoint reported revenue of approximately $387 million and employed approximately 1,450 individuals. Ridgepoint's Chief Executive Officer and founder is Gregory Trent. Ridgepoint is privately held, with approximately 78% of its equity owned by Caravel Capital Partners LP ("Caravel"), a private equity firm, since a November 2018 leveraged buyout valued at approximately $510 million. The Trent family retains the remaining approximately 22% equity stake.
Ridgepoint is represented in the Litigation by Hargrove, Winslow & Burke LLP, with offices in Washington, D.C. and Philadelphia. The lead partner on the matter is Victoria Hargrove, and the senior associate is Daniel Stoyanov.
B. The Allegations
In its complaint, Ridgepoint alleges the following:
Interconnection and Colocation Denials. Ridgepoint alleges that between March 2021 and August 2022, it submitted interconnection and physical colocation requests for fourteen (14) Northgate facilities located in the Philadelphia–Baltimore–Washington, D.C. corridor (the "Disputed Facilities"), and that Northgate refused each and every request. The specific facilities are identified in Section III.A.3 of this memorandum.
Relevant Market — Product Market. Ridgepoint defines the relevant product market as the "last-mile enterprise fiber-optic transport services market," encompassing lit and dark fiber services at speeds of 1 Gbps and above, provided to enterprise and government customers.
Relevant Market — Geographic Market. Ridgepoint defines the relevant geographic market as the Philadelphia–Baltimore–Washington, D.C. corridor.
Market Share. Ridgepoint alleges that Northgate holds a 68% share of the alleged relevant market. This market share calculation is attributed to Ridgepoint's economic expert, Dr. Leonard Kuo, Professor of Economics at Cavendish University.
Anticompetitive Conduct. Ridgepoint alleges that Northgate's refusal to grant interconnection and colocation access at the Disputed Facilities constitutes monopolization of the alleged relevant market in violation of Section 2 of the Sherman Act, 15 U.S.C. § 2.
Damages. Ridgepoint claims approximately $127 million in lost profits over a five-year projected period (2022–2027), which it seeks to have trebled to approximately $381 million pursuant to Section 4 of the Clayton Act, 15 U.S.C. § 15. Ridgepoint also seeks permanent injunctive relief requiring Northgate to provide interconnection and colocation access at the Disputed Facilities on reasonable, nondiscriminatory terms.
Northgate's Position. While this memorandum is not intended to constitute a comprehensive legal analysis of the merits of Ridgepoint's claims, we note the following regarding Northgate's preliminary position for context. Northgate maintains that its Wholesale Access Policy ("WAP"), adopted in January 2020 following a comprehensive review of its wholesale operations, is a legitimate business decision that restricts third-party physical colocation access to existing wholesale partners meeting a minimum annual revenue commitment of $5 million. Ridgepoint's fiscal year 2021 annual spend with Northgate was approximately $1.8 million — well below the WAP threshold. Additionally, the fourteen (14) Disputed Facilities were at or above 85% capacity utilization at the time of Ridgepoint's requests, which independently justified the denials on grounds of physical space constraints. Northgate intends to vigorously defend against Ridgepoint's claims.
C. Prior Course of Dealing
The relationship between Northgate and Ridgepoint predates the current dispute. On June 15, 2015, Northgate and Ridgepoint entered into a Master Interconnection Agreement ("MIA") pursuant to which Ridgepoint was granted colocation access at three (3) Northgate facilities located in northern Virginia. Under the MIA, Ridgepoint paid a monthly colocation fee of $12,000 per facility for each of the three facilities.
The MIA had a five-year term and expired by its terms on June 14, 2020. Northgate declined to renew the MIA, citing the requirements of the newly adopted Wholesale Access Policy, which had taken effect in January 2020. Ridgepoint did not meet the WAP's $5 million minimum annual revenue commitment threshold, and accordingly, Northgate communicated that a renewal of the MIA on its prior terms was not available.
Notwithstanding the expiration of the MIA, Ridgepoint continues to physically occupy the three (3) existing colocation spaces at the northern Virginia facilities under a month-to-month holdover arrangement. Pursuant to the holdover provisions of the expired MIA, the holdover rate is 120% of the prior contractual rate, resulting in a monthly charge of $14,400 per facility (reflecting a holdover premium of $2,400 per month per facility). The aggregate monthly holdover premium across all three facilities is $7,200, or approximately $86,400 per year. The status of these holdover arrangements is directly relevant to the Litigation and is within the scope of this hold.
III. Scope of the Litigation Hold
A. Subject Matter Categories
This litigation hold covers all documents and ESI — in any format, medium, or location — relating to any of the following subject matter categories. This list is intended to be broadly inclusive, and custodians should err on the side of preservation in cases of doubt. If there is any question regarding whether particular materials fall within the scope of this hold, custodians should contact Catherine Ng or Calderwood & Harkness LLP before taking any action that could result in the destruction or alteration of such materials.
1. Ridgepoint Communications Inc. All communications with, about, or referencing Ridgepoint Communications Inc., its officers (including, without limitation, Gregory Trent, CEO/Founder; Samira Hashemi; and Theodore Braun), directors, employees, agents, affiliates, subsidiaries, and its majority owner, Caravel Capital Partners LP (including, without limitation, Richard Cavanaugh). This category includes all internal Northgate discussions, analyses, and assessments relating to Ridgepoint in any capacity — as a customer, as a competitor, as a prospective interconnection partner, or otherwise.
2. Interconnection and Colocation Requests. All records of interconnection, colocation, and physical access requests received from Ridgepoint or from any other competitive carrier, Internet service provider, content delivery network, enterprise customer, or third party at any Northgate facility, from January 1, 2015 to the present. This category includes, without limitation, the requests themselves, acknowledgments of receipt, internal evaluations, capacity assessments, engineering analyses, feasibility studies, cost estimates, approval or denial memoranda, correspondence communicating decisions, and any follow-up communications. Materials relating to requests at the fourteen (14) Disputed Facilities are of particular importance, but materials relating to requests at other Northgate facilities are also within scope to the extent they bear on Northgate's general policies and practices regarding interconnection and colocation access.
3. The 14 Disputed Facilities. All documents relating to the following fourteen (14) facilities in the Philadelphia–Baltimore–Washington, D.C. corridor (the "Disputed Facilities"):
(a) 401 N. Broad Street, Philadelphia, PA 19108
(b) 1500 Spring Garden Street, Philadelphia, PA 19130
(c) 100 Delancey Place, Cherry Hill, NJ 08034
(d) 220 S. Warren Street, Trenton, NJ 08608
(e) 700 E. Pratt Street, Baltimore, MD 21202
(f) 1 W. Fayette Street, Baltimore, MD 21201
(g) 33 S. Gay Street, Baltimore, MD 21202
(h) 9221 Corporate Boulevard, Rockville, MD 20850
(i) 1200 New Hampshire Avenue NW, Washington, D.C. 20036
(j) 600 New Jersey Avenue NW, Washington, D.C. 20001
(k) 44755 Prentice Drive, Ashburn, VA 20147
(l) 21571 Beaumeade Circle, Ashburn, VA 20147
(m) 1807 Michael Faraday Court, Reston, VA 20190
(n) 8100 Boone Boulevard, Tysons Corner, VA 22182
This category encompasses, without limitation, capacity data, utilization reports, space allocation records, floor plans, engineering specifications, power and cooling analyses, tenant and colocation agreements with third parties at each facility, rack and cage inventories, revenue data generated by each facility, capital expenditure records, maintenance records, and any internal or external communications regarding the management, operation, expansion, or access policies applicable to these facilities.
4. The 3 Northern Virginia Holdover Facilities. All records relating to the three (3) Northgate facilities in northern Virginia where Ridgepoint currently occupies colocation space under the month-to-month holdover arrangement described in Section II.C above. This includes, without limitation, the original Master Interconnection Agreement dated June 15, 2015, all amendments and supplements thereto, all invoices issued to Ridgepoint, holdover notices, communications regarding the non-renewal of the MIA, communications regarding the holdover arrangement and its terms, and any internal analyses or discussions concerning Ridgepoint's continued occupancy of those spaces.
5. Wholesale Access Policy (WAP). All documents relating to the development, adoption (January 2020), implementation, modification, enforcement, and internal discussion of the Wholesale Access Policy, including, without limitation: board of directors minutes and resolutions; committee materials (including any materials of a wholesale access, pricing, or network strategy committee); policy drafts, redlines, and final versions; internal memoranda analyzing or recommending the $5 million minimum annual revenue commitment threshold; financial models or analyses supporting the threshold; any exceptions or waivers granted to any party, including the identity of any party receiving an exception or waiver and the basis therefor; any analyses of the competitive impact of the WAP; any communications with outside counsel regarding the WAP; and any communications with regulatory bodies regarding the WAP.
6. Market Competition and Market Share. All documents analyzing competition in the enterprise fiber-optic transport market in the Mid-Atlantic region, including, without limitation: market share estimates and analyses prepared by or for Northgate; competitive intelligence reports; pricing studies and competitive pricing analyses; customer win/loss analyses; assessments of Ridgepoint's competitive position or market impact; strategic planning documents discussing the competitive landscape; and any reports or analyses prepared by third-party consultants, market research firms, or economic advisors regarding Northgate's competitive position in the relevant market.
7. Enterprise Fiber-Optic Transport Services. All documents relating to Northgate's last-mile enterprise fiber-optic transport services — including both lit and dark fiber offerings at speeds of 1 Gbps and above — in the Philadelphia–Baltimore–Washington, D.C. corridor, including, without limitation: service offering descriptions and specifications; customer contracts and service level agreements; pricing schedules, rate cards, and discount structures; revenue reports; customer lists and account data; strategic plans and business development initiatives; and marketing materials.
8. Regulatory Filings and Compliance. All filings with the Federal Communications Commission ("FCC"), state public utility commissions in Pennsylvania, New Jersey, Maryland, Virginia, and the District of Columbia, and any other federal, state, or local regulatory bodies, to the extent such filings relate to interconnection obligations, compliance with Sections 251 and 252 of the Communications Act of 1934 (as amended by the Telecommunications Act of 1996), tariffs, access charges, and access policies applicable to Northgate facilities in the relevant geographic area. This category also includes any correspondence with regulatory staff, responses to regulatory inquiries, and filings in any administrative proceedings.
9. Communications Act Interconnection Obligations. All internal analyses, legal memoranda, policy documents, outside counsel opinions, and strategic assessments regarding Northgate's obligations under Sections 251 and 252 of the Communications Act as they relate to the Disputed Facilities and the Wholesale Access Policy. This includes any analyses of whether the WAP is consistent with Northgate's statutory interconnection obligations and any assessments of the legal risk associated with denying interconnection or colocation requests.
10. NorthgateOS™ and SaaS Platforms. To the extent that any documentation regarding Northgate's cloud-connectivity services or NorthgateOS™ SaaS-based network management platform references, discusses, or is otherwise relevant to interconnection access, colocation, the Disputed Facilities, the WAP, or Northgate's relationship with Ridgepoint, such documentation falls within the scope of this hold. This includes, without limitation, platform access logs, system architecture documents referencing facility interconnection, and customer-facing materials discussing colocation integration with NorthgateOS™.
11. Financial and Revenue Data. Revenue, cost, and margin data for each of the fourteen (14) Disputed Facilities and for Northgate's enterprise fiber-optic transport business in the Philadelphia–Baltimore–Washington, D.C. corridor, including, without limitation: facility-level profit and loss statements; segment or service-line revenue reports; capital expenditure budgets and actuals; and any revenue or financial data involving Ridgepoint as a customer, including all invoices, payment records, account statements, and revenue tracking data.
B. Types of Materials Covered
The litigation hold applies to all documents and ESI regardless of format or medium, including but not limited to:
• Emails and electronic communications of any kind, including all attachments thereto
• Text messages, short message service (SMS) messages, and multimedia messaging service (MMS) messages
• Instant messages, including messages sent or received through enterprise messaging platforms such as Northgate Data Systems, Meridian Solutions, or any other platform used by Northgate
• Voicemail messages and recorded telephone calls, if any exist or are created
• Physical documents, including printed memoranda, correspondence, handwritten notes, and hard-copy contracts or agreements
• Electronic documents, including word processing files, PDF files, and any other document formats
• Board of directors minutes, presentations, and materials; committee minutes and materials
• Spreadsheets, databases, financial models, and any other structured data files
• Engineering reports, capacity analyses, network diagrams, and technical assessments
• Presentations and slide decks (Northgate Services Inc. or equivalent)
• Calendar and scheduling entries, including meeting invitations and agenda items
• Notes, whether handwritten or electronic, including notes taken during meetings, calls, or conferences
• Drafts, working papers, and interim versions of any document, regardless of whether a final version was subsequently produced
• Social media content posted on corporate accounts maintained by Northgate or any Northgate subsidiary
• Metadata associated with any of the foregoing, including file creation dates, modification dates, author information, and access logs
C. Locations. The litigation hold applies to materials stored in or accessible from the following locations, systems, and repositories:
• All NNA offices, including the Tysons Corner, Virginia headquarters and all regional offices throughout the United States
• NTP offices in London and at any other location worldwide, to the extent such offices contain documents or ESI relevant to NNA's U.S. operations, the Disputed Facilities, the WAP, or any other subject within the scope of this hold
• Home offices, personal residences, personal devices (including personal laptops, tablets, and smartphones), and bring-your-own-device ("BYOD") devices of all identified custodians, to the extent such locations or devices contain work-related documents or communications within scope
• Shared network drives, file servers, document management systems (including any DMS maintained by NNA or NTP), and cloud-based storage solutions, including without limitation Sundial Systems, Cobalt Ridge Systems, Hollowell Health IT, Larkspur Technologies, and any other cloud storage service used by Northgate personnel
• Email servers and email archives, including Strathmore Data Systems servers, Ashgrove Software cloud email, journaling archives, and backup tapes to the extent such tapes are accessible and contain data of identified custodians
• Enterprise messaging platforms, including Northgate Data Systems, Meridian Solutions, and any other messaging platform deployed within Northgate
• Engineering and network management systems, including any systems used to track facility capacity, utilization, space allocation, or interconnection activity
• Customer relationship management ("CRM") systems and billing systems containing customer records, including all account data associated with Ridgepoint Communications Inc.
• Any third-party storage providers, offsite records management facilities, or cloud-based archival services used by Northgate to store physical or electronic records
IV. Identified Custodians
Twenty-three (23) custodians have been identified across Northgate Networks America Inc. and Northgate Telecommunications PLC as individuals whose files, communications, and data are subject to this litigation hold. The custodian list has been developed by Calderwood & Harkness LLP based on an initial assessment of individuals who are likely to possess documents and ESI falling within the scope of this hold, including individuals who were involved in the events at issue, who had communications with Ridgepoint or its representatives, who participated in the development or implementation of the WAP, who managed or operated the Disputed Facilities, or who were otherwise involved in matters relevant to the Litigation.
A complete, named custodian schedule identifying all 23 individuals will be distributed separately and directly to Catherine Ng and Diane Okoro under separate cover. The custodian schedule is being provided under separate cover to maintain strict confidentiality regarding the identity of all custodians. The categories of personnel represented on the custodian list are as follows:
A. Senior Leadership (NNA)
• Diane Okoro, U.S. President, Northgate Networks America Inc.
• Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc.
These individuals are included because of their senior leadership roles within NNA and their involvement in, or oversight of, the business decisions and policies at issue in the Litigation, including the WAP and Northgate's response to Ridgepoint's interconnection and colocation requests.
B. Senior Leadership (NTP Group)
• Sir Malcolm Prentice, KBE, Chief Executive Officer, Northgate Telecommunications PLC
• James Whitford, Group General Counsel, Northgate Telecommunications PLC
• Patrick Salazar, Chief Regulatory Officer, Northgate Telecommunications PLC
These individuals are included because NTP is a named defendant in the Litigation and because the WAP and certain strategic decisions relating to wholesale access, facility management, and interconnection policy may have been discussed, reviewed, or approved at the NTP Group level.
C. Network Engineering and Operations
Individuals in this category include those responsible for capacity management, facility planning, infrastructure buildout, and engineering assessments at the fourteen (14) Disputed Facilities and the three (3) northern Virginia holdover facilities. These individuals are likely to possess capacity utilization data, engineering analyses, space allocation records, and other technical documentation relevant to Northgate's decisions regarding colocation access.
D. Wholesale and Interconnection
Individuals in this category include those responsible for processing interconnection and colocation requests from Ridgepoint and other carriers, managing wholesale customer relationships, implementing and enforcing the WAP, and communicating directly with Ridgepoint personnel regarding access requests. These individuals are likely to possess the interconnection request records, internal evaluation memoranda, and customer correspondence at the core of the Litigation.
E. Sales and Marketing
Individuals in this category include those responsible for enterprise fiber-optic transport sales in the Philadelphia–Baltimore–Washington, D.C. corridor. These individuals may possess competitive intelligence reports, pricing analyses, customer win/loss data, and strategic sales plans relevant to the market definition and market share issues raised in Ridgepoint's complaint.
F. Regulatory Affairs
Individuals in this category include those involved in FCC compliance, Section 251/252 interconnection obligations, filings with state public utility commissions, and regulatory submissions related to interconnection access at Northgate facilities in the relevant geographic area.
G. Finance and Revenue Management
Individuals in this category include those involved in financial reporting, revenue analysis, pricing decisions, and cost allocation for the relevant services and facilities. These individuals may possess facility-level financial data, service-line revenue reports, and customer account records relevant to the damages and market share issues in the Litigation.
H. Strategy and Business Development
Individuals in this category include those involved in competitive strategy, market analysis, and business planning for the Mid-Atlantic region. These individuals may possess strategic plans, competitive assessments, and market studies bearing on the relevant market definition and Northgate's competitive position.
Important Note Regarding Custodian Updates. The custodian list is a living document and will be updated as additional potentially relevant individuals are identified through the course of the Litigation. If any Northgate personnel become aware of individuals who may possess relevant documents or ESI but are not currently on the custodian list, they should promptly notify Catherine Ng.
Custodian Acknowledgment. Each identified custodian will receive a personal copy of this litigation hold memorandum together with an Acknowledgment Form, attached hereto as Exhibit A. The Acknowledgment Form must be signed and returned to Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc., within five (5) business days of receipt. Failure to timely return a signed Acknowledgment Form will result in follow-up from Catherine Ng's office and may result in further escalation.
V. Preservation Obligations and Required Actions
A. Immediate Suspension of Document Destruction
All routine document retention and destruction policies, auto-delete rules, and scheduled purges maintained by NNA and NTP are hereby suspended as they apply to any materials falling within the scope of this litigation hold as described in Section III above. This suspension is effective immediately and applies to all 23 identified custodians and to all systems, repositories, and locations described in Section III.C.
Specifically and without limitation:
• NNA IT must immediately disable all auto-delete settings on the email accounts and enterprise messaging platform accounts (including Northgate Data Systems, Meridian Solutions, and any other messaging applications) of all 23 identified custodians. No emails, messages, or attachments belonging to identified custodians may be automatically deleted, purged, or archived in a manner that renders them inaccessible.
• Backup tape rotation schedules must be suspended for all systems containing data of identified custodians until Calderwood & Harkness LLP provides further written instructions. No backup tapes containing data of identified custodians may be overwritten, degaussed, or destroyed.
• Any scheduled records destruction or document shredding events must be halted to the extent they would affect physical records within the scope of this hold.
These suspensions remain in effect until Calderwood & Harkness LLP issues a written release of the litigation hold.
B. Affirmative Preservation Steps
Each custodian subject to this hold is required to take the following affirmative steps:
1. Identify and segregate all potentially relevant materials currently in the custodian's possession, custody, or control. This includes materials located on the custodian's work computer, work email account, enterprise messaging accounts, personal devices, home computer, personal email accounts, shared drives, cloud storage, and in any physical files or storage areas maintained by the custodian.
2. Do not delete, discard, alter, overwrite, or destroy any materials falling within the scope categories described in Section III of this memorandum. This prohibition applies to all formats and media, including electronic files, emails, text messages, instant messages, voicemails, and physical documents.
3. Preserve materials on personal devices, home computers, and personal email accounts to the extent they contain work-related communications or documents within the scope of this hold. Custodians should not delete any work-related materials from personal devices, even if those materials were created or received outside of normal business hours or outside of Northgate's official IT infrastructure.
4. Secure hard-copy documents in their current location. Paper files, notebooks, handwritten notes, and any other physical documents within scope must not be disposed of, recycled, or relocated without prior authorization from Catherine Ng or Calderwood & Harkness LLP.
5. When in doubt, preserve. If a custodian is uncertain whether particular materials fall within the scope of this hold, the custodian must err on the side of preservation and contact Catherine Ng or Aaron Liu at Calderwood & Harkness LLP for guidance before taking any action that could result in the loss of those materials.
C. IT Department Coordination
The NNA Information Technology department, and the NTP Group IT function to the extent it manages or has access to systems containing relevant U.S. operational data, must take the following immediate actions:
1. Preserve all email and messaging data for the 23 identified custodians, including implementing litigation hold tags, journal rules, or other technical measures to ensure that no email or messaging data is deleted or altered.
2. Preserve relevant shared drives, file servers, and cloud repositories, including any shared workspaces, team sites, Aldermere Systems libraries, or Cobalt Ridge Systems folders that contain materials within the scope of this hold.
3. Preserve CRM, billing, and engineering system data relating to Ridgepoint Communications Inc. (as a customer), the 14 Disputed Facilities, and the Wholesale Access Policy, including any records in Pinnacle Health IT, Ridgeline Industries, Hollowell & Co., or other enterprise systems used by Northgate.
4. Ensure that no system migrations, upgrades, or decommissioning activities result in the loss, corruption, or inaccessibility of relevant data. If any system migration, upgrade, or decommissioning is planned or underway that could affect systems containing data within the scope of this hold, NNA IT must immediately notify Catherine Ng and Calderwood & Harkness LLP before proceeding.
5. Maintain chain-of-custody documentation for all preserved data, including records of what data was preserved, when it was preserved, by whom, from which systems, and any technical measures implemented to ensure its integrity.
D. Ongoing Collection
Calderwood & Harkness LLP has retained Candela discovery Solutions Inc. ("Candela") as the e-discovery vendor for this matter. Candela's contact information is as follows:
Candela discovery Solutions Inc. 200 Park Avenue South, 14th Floor New York, NY 10003 Project Manager: Kenji Takahashi
Candela will coordinate directly with the NNA IT department regarding the forensic collection and processing of ESI from custodian sources. All forensic collection activities will be conducted by Candela personnel using industry-standard forensic collection tools and methodologies to ensure the defensibility and integrity of the collected data.
Based on an initial assessment of the volume of potentially relevant data, the initial collection from all 23 custodians is expected to yield approximately 1.2 million documents for processing and review. Candela will host the document review on its Concordia Review™ platform, a cloud-based review platform that provides advanced search, analytics, and predictive coding capabilities.
Detailed collection protocols, including specific instructions regarding the sequencing and prioritization of custodian collections, search term methodologies, date range parameters, and data processing specifications, will be provided in a separate E-discovery Protocol Memorandum to be issued by Calderwood & Harkness LLP in the coming weeks. In the interim, the preservation obligations described in this memorandum apply in full, and custodians must take all necessary steps to ensure that no relevant data is lost or altered pending collection.
VI. Duration and Compliance
A. Duration of the Hold
This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written release. The hold will remain in place for the entire duration of the Litigation, including through discovery, trial, post-trial motions, and any appeals. The hold will also remain in effect during any parallel regulatory proceedings, including without limitation any proceeding that may be filed before the Federal Communications Commission or any state public utility commission relating to the subject matter of the Litigation.
Do not assume that this hold has been lifted based on informal communications, the passage of time, the resolution of particular discovery disputes, or the dismissal of individual claims. Only a formal, written release from Calderwood & Harkness LLP will terminate this hold.
B. Custodian Departures and Role Changes
If any identified custodian departs Northgate's employment (whether through resignation, termination, retirement, or otherwise), changes roles within the organization, or transfers to a different department, division, or subsidiary, Catherine Ng or her designee must notify Calderwood & Harkness LLP immediately — and in no event later than twenty-four (24) hours after learning of the departure or change — so that the departing or transitioning custodian's data can be secured, preserved, and collected before any departure-related data purges, account deactivations, or equipment reconfigurations occur.
Under no circumstances should a departing custodian's email account be deactivated, their network access revoked, or their devices reimaged or reassigned until Calderwood & Harkness LLP has confirmed that all relevant data has been collected and preserved. Replacement custodians may need to be added to the hold to account for individuals who assume the responsibilities of departing custodians.
C. Periodic Compliance Audits
Calderwood & Harkness LLP will conduct periodic compliance audits, no less frequently than semi-annually, to verify ongoing adherence to this litigation hold. These audits may include interviews with identified custodians, reviews of IT preservation measures, and inspections of physical document storage areas. Custodians may be asked to re-certify their compliance with the hold at regular intervals by signing updated acknowledgment forms.
The first compliance audit is anticipated to occur within approximately ninety (90) days of the date of this memorandum.
D. Reporting Violations
Any actual or suspected violation of this litigation hold — including, without limitation, the inadvertent deletion of relevant documents, system errors resulting in data loss, failure to preserve personal device data, or any other circumstance that may have resulted in the destruction, alteration, or loss of potentially relevant materials — must be reported immediately to both of the following:
• Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc.
• Aaron Liu, Lead Associate, Calderwood & Harkness LLP
Prompt reporting of potential violations is essential to enable Northgate and its counsel to assess the scope of any data loss, implement remedial measures, and comply with any disclosure obligations under the Federal Rules of Civil Procedure. Failure to report a known or suspected violation may itself constitute a breach of the litigation hold and may expose Northgate to additional sanctions risk.
VII. Custodian Acknowledgment Requirement
Each of the 23 identified custodians must sign and return the Acknowledgment Form attached hereto as Exhibit A. By signing the Acknowledgment Form, each custodian confirms that he or she has received and read this litigation hold memorandum, understands the preservation obligations it imposes, agrees to comply fully with all such obligations, and will contact Catherine Ng or Calderwood & Harkness LLP with any questions regarding the scope or application of the hold.
Signed Acknowledgment Forms must be returned within five (5) business days of receipt to:
Catherine Ng, Esq. U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182
Catherine Ng's office will maintain a master log of all Acknowledgment Forms received, including the date of receipt and the identity of each responding custodian. Catherine Ng's office will follow up promptly with any custodians who have not returned a signed Acknowledgment Form within the required five-business-day timeframe. If a custodian fails to return a signed Acknowledgment Form despite follow-up, the matter will be escalated to Diane Okoro and to Calderwood & Harkness LLP for further action.
VIII. Points of Contact
The following individuals are designated as points of contact for all questions and issues arising in connection with this litigation hold:
For legal questions regarding this litigation hold or the underlying Litigation:
Elaine Forsythe Responsible Partner, Antitrust & Competition Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7812
Email: eforsythe@calderwoodharkness.com
Aaron Liu Lead Associate, Antitrust & Competition Calderwood & Harkness LLP 1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7834
Email: aliu@calderwoodharkness.com
For internal coordination and custodian management:
Catherine Ng U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182 Telephone: (703) 555-4200
Email: catherine.ng@northgatenetworks.com
For e-discovery and collection logistics:
Kenji Takahashi Project Manager Candela discovery Solutions Inc. 200 Park Avenue South, 14th Floor New York, NY 10003 Telephone: (212) 555-6100
Email: ktakahashi@candeladiscovery.com
IX. Confidentiality
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared by Calderwood & Harkness LLP in anticipation of and in connection with pending litigation. It is protected from disclosure by the attorney-client privilege, the work product doctrine, and any other applicable privileges or protections under federal and state law.
This memorandum should not be shared with, forwarded to, or discussed with any individual outside of Northgate's legal department without the prior written authorization of Calderwood & Harkness LLP. Distribution within Northgate should be limited to the identified custodians and to those individuals who have a legitimate need to know the contents of this memorandum for purposes of implementing and complying with the litigation hold. Under no circumstances should this memorandum, or any portion thereof, be shared with any individual outside of Northgate, including but not limited to customers, vendors, regulatory authorities, media, or opposing counsel.
Any inadvertent disclosure of this memorandum to an unauthorized recipient does not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection. If you receive this memorandum in error or become aware that it has been disclosed to an unauthorized recipient, please notify Catherine Ng and Elaine Forsythe immediately.
EXHIBIT A
CUSTODIAN ACKNOWLEDGMENT FORM
Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al. Case No. 1:22-cv-01487-CMW (E.D. Va.) Calderwood & Harkness LLP Engagement Reference No. C&H-2022-ATR-00419
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
INSTRUCTIONS: This Acknowledgment Form must be completed, signed, and returned to Catherine Ng, U.S. Deputy General Counsel, Northgate Networks America Inc., 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, VA 22182, within five (5) business days of receipt.
Custodian Information:
Acknowledgment and Certification:
By signing below, I acknowledge and certify the following:
1. I have received and carefully read the Litigation Hold Memorandum dated September 21, 2022, issued by Calderwood & Harkness LLP in connection with Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.).
2. I understand the preservation obligations described in the Litigation Hold Memorandum, including the obligation to preserve all documents and electronically stored information ("ESI") within the scope of the hold as described in Section III of the memorandum.
3. I understand that the litigation hold supersedes all existing document retention and destruction policies, auto-delete rules, and scheduled purges to the extent they would result in the destruction or alteration of potentially relevant materials.
4. I agree to comply fully with all preservation obligations set forth in the Litigation Hold Memorandum, including the obligation to identify and segregate relevant materials, to refrain from deleting or destroying any materials within scope, to preserve materials on personal devices and personal email accounts to the extent they contain work-related materials within scope, and to secure hard-copy documents in their current location.
5. I understand that if I have any questions about whether particular materials fall within the scope of the litigation hold, I will contact Catherine Ng, U.S. Deputy General Counsel, or Calderwood & Harkness LLP before taking any action that could result in the loss of those materials.
6. I understand that failure to comply with this litigation hold may result in court-imposed sanctions against Northgate, including adverse inference instructions, monetary penalties, or dismissal of defenses, and may also result in individual disciplinary action up to and including termination of employment.
7. I will promptly report any actual or suspected violations of this litigation hold to Catherine Ng and Aaron Liu at Calderwood & Harkness LLP.
________________________________________
Custodian Signature
________________________________________
Custodian Printed Name
________________________________________
Date
Return this completed form to:
Catherine Ng, Esq. U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182
Email: catherine.ng@northgatenetworks.com
FOR INTERNAL USE ONLY — LEGAL DEPARTMENT
Date Received: ____ Logged by: ____ Follow-up Required: Yes / No
We appreciate your prompt attention to this matter. The preservation of documents and ESI is a critical legal obligation, and compliance with this litigation hold is essential to Northgate's defense in the Litigation. If you have any questions regarding the scope or application of this hold, please do not hesitate to contact the undersigned or Catherine Ng.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Elaine Forsythe
Title: Partner, Antitrust & Competition
1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7812
Email: eforsythe@calderwoodharkness.com
By: ________
Name: Aaron Liu
Title: Associate, Antitrust & Competition
1200 K Street NW, Suite 900 Washington, D.C. 20005 Telephone: (202) 555-7834
Email: aliu@calderwoodharkness.com
Enclosure: Exhibit A — Custodian Acknowledgment Form (23 copies)
Field | Response
Full Name: | __________
Title: | __________
Department: | __________
Office Location: | __________
Date of Receipt of Litigation Hold Notice: | __________

LITIGATION HOLD MEMORANDUM

EXHIBIT A

CUSTODIAN ACKNOWLEDGMENT FORM

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