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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
)
SONNY ST. JOHN, Individually and )
on Behalf of All Others Similarly Situated, ) Index No. 652617/2021
)
Plaintiff, ) Part 53: Hon. Andrew Borrok
)
v. )
) STIPULATION AND [PROPOSED]
CLOOPEN GROUP HOLDING LIMITED, ) ORDER FOR THE EXCHANGE OF
CHANGXUN SUN, YIPENG LI, KUI ) ELECTRONICALLY STORED
ZHOU, QINGSHENG ZHENG, ) INFORMATION
XIAODONG LIANG, ZI YANG, MING )
LIAO, FENG ZHU, LOK YAN HUI, )
JIANHONG ZHOU, CHING CHIU, )
COGENCY GLOBAL INC., COLLEEN A. )
DEVRIES, GOLDMAN SACHS (ASIA) )
L.L.C., CITIGROUP GLOBAL MARKETS )
INC., CHINA INTERNATIONAL )
CAPITAL CORPORATION HONG KONG )
SECURITIES LIMITED, TIGER BROKERS )
(NZ) LIMITED, and FUTU, INC., )
)
Defendants. )
)
This matter having come before the Court by stipulation of Plaintiff Sonny St. John, and
Defendants Cloopen Group Holding Limited, Cogency Global Inc., Goldman Sachs (Asia) L.L.C.,
Citigroup Global Markets Inc., Tiger Brokers (NZ) Limited, and Futu, Inc. (individually, a “Party”
and collectively, the “Parties”)1 for the entry of an order regarding the exchange of electronically
stored information (“ESI”); and the Parties, by and among their respective counsel, having
stipulated and agreed to the terms set forth herein, and good cause having been shown;
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Changxun Sun, Yipeng Li, Kui Zhou, Qingsheng Zheng, Xiaodong Liang, Zi Yang, Ming
Liao, Feng Zhu, Lok Yan Hui, Jianhong Zhou, Ching Chiu, and China International Capital
Corporation Hong Kong Securities Limited have not been served with the Amended Complaint.
They are not parties to this stipulation.
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IT IS hereby ORDERED that:
1. Preservation of ESI. The Parties will take reasonable and proportionate steps to
preserve unique ESI that is within their respective possession, custody, or control and is subject to
discovery pursuant to all applicable provisions of law. By preserving or producing information
for the purposes of this litigation, the Parties are not conceding that such material is discoverable.
2. Parameters of ESI Disclosures. By dates to be agreed upon by the Parties, the
Parties shall exchange the following information:
(a) Custodians. The names of the custodians most likely to have discoverable
ESI in their possession, custody, or control. The custodians shall be identified by name, title, and
connection to the instant litigation;
(b) Non-Custodial Data Sources. A listof non-custodial data sources (e.g.,
shared drives, servers, etc.), if any, likely to contain relevant discoverable ESI;
(c) Search Terms. A producing Party shall disclose what search terms, if any,
it plans to use to narrow the collection(s) to ESI likely to contain discoverable information. If the
producing Party does not anticipate using search terms, it shall disclose the methodology used to
locate ESI likely to contain discoverable information. The Parties shall meet and confer to attempt
to reach agreement on search terms before review and production of documents.
3. Other Search Methodology. The Parties agree that nothing in this protocol
prevents the Parties from using technology-assisted review (“TAR”), including continuous active
learning, or other e-discovery tools or techniques to identify ESI likely to contain discoverable
information insofar as their use improves the efficiency of discovery and minimizes the Parties’
burden. The Parties agree to meet and confer in good faith with ample time to reach a mutually
agreeable protocol for the use of such technologies. The Parties agree not to use TAR on paper
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documents that cannot be reliably OCR’d or on structured data types. The Parties do not need to
disclose the use of TAR solely for the purposes of sorting or prioritizing documents for review.
4. Format for ESI Production. The Parties agree to the following formats for ESI
production:
(a) TIFFs. ESI will be produced in TIFF format, with a data load file, including
page break information in a load file identifying document start and end.
(b) Color. Documents containing color need not be produced in color in the
first instance. However, if good cause exists for the receiving Party to request production of certain
documents in color, the receiving Party may request production of such documents in color by
providing (1) a list of the Bates numbers of documents it requests to be produced in color format;
and (2) an explanation of the need for production in color format. The producing Party shall not
unreasonably deny such requests.
(c) Database Load Files. The Parties shall produce ESI in both image and text
file format as well as metadata load files consistent with Concordance-style delimiters and
compatible with the Relativity eDiscovery Software platform or Nuix Discover eDiscovery
Software platform.
(d) Text Files. For each document, a document-level text file should be
provided in addition to the TIFFs thereto in the load file. The text of native files, if any, should be
extracted directly from the native file. Documents for which text cannot be extracted and redacted
documents will be produced with OCR. Document-level OCR text files will be provided. Each
file will be named using the Bates number of the first page of the document (e.g., a four-page
document that starts with ABC0000001 will bear the name ABC0000001.TXT).
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(e) Embedded Objects.
i. With the exception of embedded Microsoft Excel, Microsoft Word,
Microsoft PowerPoint, or other similar application files, which are each to be extracted as
standalone documents, the Parties agree that other embedded objects and images, including, but
not limited to, logos, icons, emoticons, signature blocks, and footers need not be produced as
separate documents by a producing Party (i.e., such embedded documents will be produced within
the document itself, rather than as separate attachments).
ii. If it appears to the receiving Party that content contained in an
embedded object is not contained and/or visible within a parent document, the receiving Party may
make reasonable requests to the producing Party and identify those documents by Bates number;
the producing Party shall then undertake reasonable efforts to reproduce the identified documents
with the extracted embedded objects treated as attachments to the parent document.
iii. Files referenced in embedded hyperlinks, such as those created by
Microsoft Office’s “Share Documents Via Link” feature or by other third-party document sharing
platforms, shall be produced upon reasonable request.
(f) Native Format. The Parties have agreed that Excel files and audio/video files will
be produced in native format to the extent possible unless they require redactions or unless
production in native format would otherwise be impracticable in which case they may be produced
as a TIFF image. For spreadsheets that the Parties have agreed to produce in native form, all
redactions shall be made to the native form of the document. If the native document (including its
metadata) cannot be adequately redacted, a redacted TIFF image of the document may be produced
as provided for hereinbelow. The Parties agree to meet and confer if TIFF redaction would render
a document not reasonably usable. The native file will be accompanied by a slip sheet that includes
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the Bates number and confidentiality designation. If good cause exists for the receiving Party to
request production in native format of certain documents not produced in native format, the
receiving Party may request production of such documents in native format by providing (1) a list
of the Bates numbers of documents it requests to be produced in native format; and (2) an
explanation of the need for production in native format. The producing Party shall not
unreasonably deny such requests.
(g) Redactions. Each redaction on a document shall be endorsed with the word
“Redacted” or “Redaction” along with the basis for such redaction. With respect to documents
containing redacted text, no extracted text will be provided for the redacted portion and the
following metadata fields shall not be produced if redacted: Email Subject, Hash Value, Filename,
and Doc Title.
(h) Unique IDs. Each image should have a unique file name which will be the
Bates number of that page. The Bates number must appear on the face of the image in the lower
right corner or other location if such placement is not practical (e.g., ABC0000001.TIF).
(i) Duplication Minimization. “Duplicate ESI” means files that are exact
duplicates based on the files’ MD5 or SHA-1 hash values. The Producing Party need produce only
a single copy of responsive Duplicate ESI. With regard to ESI, the Parties may de-duplicate
globally or across more than one custodian. Duplicate e-mails or files held in different file path
locations and/or by different custodians may be excluded. If duplicates are excluded, the load file
must include the de-duplication table metadata that shows each custodian and full file path from
which a copy of the produced document was excluded. De-duplication shall not break apart
families and shall be performed at a family level. The producing Party agrees that the presence of
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a custodian’s name contained in “All Custodians” in the metadata for a particular document is
evidence that the custodian possessed that document in his/her custodial file.
(j) Email Threading. A Party is only required to produce the most inclusive
emails in an email thread, and a producing Party may, but is not required to, remove non-inclusive
emails from its production. A non-inclusive email is defined as any email whose text and
attachments are fully contained in another (inclusive) email. This analysis must be performed on
a family level, taking into account the existence of attachments or embedded items. A producing
Party shall produce specific non-inclusive emails in its possession upon reasonable request from a
receiving Party.
(k) Unitizing of Documents. Absent undue burden, a producing Party shall,
when scanning paper documents, avoid merging distinct documents into a single record, and avoid
splitting single documents into multiple records (i.e., paper documents should be logically
unitized).
(l) Databases. To the extent responding to a discovery request requires
production of ESI contained in a database, the Parties will meet and confer to determine whether
the producing Party may query the database for discoverable information and generate and produce
a report in a reasonably usable and exportable electronic format (for example, in Excel or .csv
format). The Parties shall meet and confer to finalize the appropriate data extraction and
production format for specific information contained in a database.
(m) Metadata Fields. Where available, the Parties will produce Metadata Fields
in a DAT file. No Party shall have any obligation to manually generate information to populate
any of the extracted Metadata Fields. The following Metadata Fields should be provided if
available for a document:
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Metadata Field Name Description
Begin Bates Number Identifies the Bates number of the beginning page of the document.
End Bates Number Identifies the Bates number of the last page of the document.
Begin Attach Identifies the Bates number associated with the first page of a
parent document.
End Attach Identifies the Bates number associated with the last page of the last
attachment to a parent document.
ParentID Identifies the Parent email of a parent / child relationship.
AttachmentIDs Identifies the Attachment(s) of a parent / child relationship.
Numpages / Pgcount Identifies the total number of pages of the TIFF images of a
document.
Custodians Identifies the custodian of the collected document.
All Custodians Identifies custodians of documents removed from production via
global deduplication.
Text / Link Contains the path to the extracted text/OCR for the file (doc level).
File Size Identifies the file size of the file.
From Identifies the sender of an email (“From”).
To Identifies all recipients of an email (“To”).
CC Identifies all individuals copied on an email
BCC Identifies all individuals blind copied on an email (“BCC” or
“Blind Copied”).
Email Subject Identifies the subject line of an email.
Date Sent Identifies the date an email was sent.
Date Modified Identifies the date the file was last modified.
Filename The file name of the document.
File Extension Identifies the extension of the file.
Native Path Relative path to native file if provided in production.
Hash Value Hash value (either MD5 or SHA1) for all electronic files produced
in native form.
Attachment Count Identifies the number of attachments to an email.
Attachment Names / Identifies the file names of all attachments to an email.
Titles
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Metadata Field Name Description
Confidentiality If document assigned confidentiality by Counsel.
Designation
Doc Title The extracted title of the document.
(n) Non-Convertible Files. Certain types of files such as system, program,
video, and sound files may not be amenable to conversion into anything meaningful in TIFF
format. Responsive, non-convertible files will be produced in the same format as other Native
Files, as addressed herein, accompanied by a slip-sheet placeholder TIFF image.
(o) Inaccessible ESI. Contingent upon each Party’s compliance with the
obligations set forth in this document, the Parties agree that the circumstances of this case do not
warrant the preservation, review, or production of ESI that is not reasonably accessible because it
is unlikely that significant relevant information would be located in those sources that is not
otherwise available in reasonably accessible sources. Moreover, that remote possibility is
substantially outweighed by the burden and cost of preservation and/or review and production of
ESI from these sources. The Parties agree that the following ESI is not reasonably accessible:
backup tapes; legacy data from systems no longer in use that are not readable by any system
currently in use; residual, fragmented, damaged, permanently deleted, slack, and unallocated data,
or other data only accessible by forensics; random access memory (RAM), temporary files, or
other ephemeral data that are difficult to preserve without disabling the operating system; on-line
access data such as temporary internet files, history, cache, cookies, and the like; data in metadata
fields that are frequently updated automatically, such as last-opened dates; server, system, or
network logs; voicemails (other than those included as attachments to parent emails or otherwise
preserved within a custodian’s files); and call logs.
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(p) Parent-Child Relationships. Parent-child relationships (the association
between an attachment and its parent document) must be preserved, excepting (i) junk files and
non-user-created content routinely excluded during processing; and (ii) embedded objects, as
described above in § 4(e).
(q) Costs. Each Party shall bear its own costs of preservation, collection,
review, and production of ESI. The Parties, however, reserve their right to seek burden-shifting
or reimbursement for such costs by motion.
5. Privilege Logs. The Parties agree that each shall produce a privilege log in
compliance with CPLR 3122(b), and that the Parties shall meet and confer in accordance with
Commercial Division Rule 11-b regarding the format of such log(s). Privilege logs shall be
provided in searchable Adobe PDF format and native Excel format. The following categories of
documents may be excluded from identification in the privilege log: (a) work product created by
trial counsel, or by an agent of such counsel, concerning this action; (b) communications between
any Defendants and their counsel on or after April 19, 2019, concerning this litigation or
representation in this litigation; (c) internal communications within a law firm; and (d)
communications solely between in-house counsel.
6. Cross-Border Data Protection. Defendants maintain that a significant portion of
the discovery that may be relevant to this action is located in the People’s Republic of China
(including in the Hong Kong SAR) and that such discovery may implicate foreign data and privacy
laws that restrict the cross-border production of information, including but not limited to the Data
Security Law of the People’s Republic of China, the Personal Information Protection Law of the
People’s Republic of China, the Securities Law of the People’s Republic of China, and any
analogues under Hong Kong law. To the extent that such concerns can be adequately ameliorated
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through redactions, Defendants shall produce such documents with redactions. Defendants also
agree to provide an affidavit from foreign counsel regarding the information withheld under
foreign law. The Parties agree to meet and confer about the information to be contained in the
affidavit.
7. Claw back Mechanisms for ESI Privileged or Protected Disclosure. The Parties
agree that disclosure of privileged or protected documents/information will not constitute a waiver
of any such privilege or protection and will apply the following procedures:
(a) Notice. Within ten business days from the date on which a disclosing Party
discovers a disclosure of privileged/protected ESI, it will notify the receiving Party by written
Notice (conveyed via email) identifying the disclosure(s) and directing the receiving Party to
promptly return, destroy, and/or make inaccessible the disclosed information/documents and all
copies thereof.
(b) Parties’ Obligations. Within five days of receipt of the Notice, the receiving
Party will inform the disclosing Party that compliance will be effectuated or challenge the Notice
in a formal responsive writing. If the Notice is not challenged, the receiving Party will endeavor
in good faith to destroy, return, and/or disable all access to the specified documents/information
within 14 days or as agreed by the Parties.
i. Where the disclosure is in the form of a disc or access to a password-
protected server, the producing Party must provide, upon receipt of intent to comply with the
Notice, a replacement of the production containing all documents/information but for those
identified in the Notice.
ii. The receiving Party will endeavor in good faith to retrieve any
copies of the identified documents/information to return, destroy, or otherwise dispose of the
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materials, and take all reasonable steps necessary to prevent further sharing of those materials.
Any use of the identified disclosures prior to receipt of the Notice is not a violation of this ESI
Stipulation, but may be subject to the provisions of the Parties’ Stipulation and Order for the
Production and Exchange of Confidentiality Stipulation (“Confidentiality Stipulation”).
iii. If the receiving Party challenges the Notice, it will return, destroy,
or disable all copies of the documents/information, but may retain one copy for the purpose of
challenging the designation of privilege/protection of the disclosure.
iv. The Parties will meet and confer within three days to resolve the
dispute if the Notice is challenged, and, if not resolved, the Parties will request an immediate
discovery conference pursuant to this Court’s Part 53 Practices and Procedures.
v. Under all circumstances, the disclosing Party must preserve all
documents/information subject to the Notice until any dispute has been resolved by the Parties’
agreement or court order.
(c) Receiving Party’s Affirmative Obligation. A receiving Party that discovers
privileged or protected documents/information will inform the disclosing Party in writing within
seven days regardless of whether a challenge to such privilege or protection is anticipated.
8. Right to Request Additional Information. The agreements set forth herein are
without prejudice to the right of a requesting Party to request additional information about specific
ESI if that Party reasonably believes that material, relevant, and responsive information that is not
otherwise cumulative or duplicative of information already produced can only be found through
such additional efforts. The Parties will negotiate in good faith with regard to whether such
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additional efforts are reasonably required and, if so, who should bear the cost, with the Court to
resolve such disputes if agreement cannot be reached.
9. Corrections to ESI Productions. Each producing Party will make reasonable and
prompt efforts to correct or supplement any technical issues with respect to an ESI document
production that have been identified by the other Party, and to notify the other Party of any
technical issues as to a document production in a timely manner once known by the producing
Party.
10. Confidentiality Designations and ESI from Other Individuals/Entities. The
Parties will designate documents as confidential, highly confidential, or otherwise according to the
terms of the Confidentiality Stipulation. This ESI Stipulation may be re-executed and/or modified
by agreement of the Parties; for instance, to allow non-signatory Parties to this action or nonparties
producing ESI to join this agreement.
11. This Stipulation may be changed by further order of this Court, and is without
prejudice to the rights of a Party to move for relief from any of its provisions, or to seek or agree
to different or additional provisions related to the production of ESI.
12. This Stipulation may be signed in counterparts, which, when fully executed, shall
constitute a single original, and electronic signatures shall be deemed original signatures.
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SCOTT+SCOTT ATTORNEYS AT LAW LLP WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
s/ Zachary M. Vaughan s/ Sheryl Shapiro Bassin
Thomas L. Laughlin, IV Sheryl Shapiro Bassin
Max R. Schwartz 1301 Avenue of the Americas, 40th Floor
Zachary M. Vaughan New York, New York 10019
Emilie B. Kokmanian Telephone: (212) 999-5800
The Helmsley Building Facsimile: (212) 999-5899
230 Park Avenue, 17th Floor Email: sbassin@wsgr.com
New York, New York 10169
Telephone: (212) 223-6444 Ignacio E. Salceda (admitted pro hac vice)
Facsimile: (212) 223-6334 650 Page Mill Road
Email: tlaughlin@scott-scott.com Palo Alto, California 94304
Email: mschwartz@scott-scott.com Telephone: (650) 493-9300
Email: zvaughan@scott-scott.com Facsimile: (650) 493-9301
Email: ekokmanian@scott-scott.com Email: ISalceda@wsgr.com
Counsel for Plaintiff Sonny St. John Counsel for Defendant Cloopen Group
Holding Limited
WILLKIE FARR & GALLAGHER LLP
s/ Charles D. Cording
Todd G. Cosenza
Charles D. Cording
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Email: ccording@willkie.com
Email: tcosenza@willkie.com
Counsel for Defendants Goldman Sachs (Asia)
L.L.C., Citigroup Global Markets Inc., Tiger
Brokers (NZ) Limited, and Futu Inc.
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K&L GATES LLP
s/ Joanna A. Diakos
Joanna A. Diakos
Priya Chadha
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 536-3900
Facsimile: (212) 536-3901
Email: joanna.diakos@klgates.com
Email: priya.chadha@klgates.cm
Counsel for Defendant Cogency Global Inc.
SO ORDERED:
Hon. Andrew Borrok, J.S.C.
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Preview
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ) SONNY ST. JOHN, Individually and ) on Behalf of All Others Similarly Situated, ) Index No. 652617/2021 ) Plaintiff, ) Part 53: Hon. Andrew Borrok ) v. ) ) STIPULATION AND [PROPOSED] CLOOPEN GROUP HOLDING LIMITED, ) ORDER FOR THE EXCHANGE OF CHANGXUN SUN, YIPENG LI, KUI ) ELECTRONICALLY STORED ZHOU, QINGSHENG ZHENG, ) INFORMATION XIAODONG LIANG, ZI YANG, MING ) LIAO, FENG ZHU, LOK YAN HUI, ) JIANHONG ZHOU, CHING CHIU, ) COGENCY GLOBAL INC., COLLEEN A. ) DEVRIES, GOLDMAN SACHS (ASIA) ) L.L.C., CITIGROUP GLOBAL MARKETS ) INC., CHINA INTERNATIONAL ) CAPITAL CORPORATION HONG KONG ) SECURITIES LIMITED, TIGER BROKERS ) (NZ) LIMITED, and FUTU, INC., ) ) Defendants. ) ) This matter having come before the Court by stipulation of Plaintiff Sonny St. John, and Defendants Cloopen Group Holding Limited, Cogency Global Inc., Goldman Sachs (Asia) L.L.C., Citigroup Global Markets Inc., Tiger Brokers (NZ) Limited, and Futu, Inc. (individually, a “Party” and collectively, the “Parties”)1 for the entry of an order regarding the exchange of electronically stored information (“ESI”); and the Parties, by and among their respective counsel, having stipulated and agreed to the terms set forth herein, and good cause having been shown; 1 Changxun Sun, Yipeng Li, Kui Zhou, Qingsheng Zheng, Xiaodong Liang, Zi Yang, Ming Liao, Feng Zhu, Lok Yan Hui, Jianhong Zhou, Ching Chiu, and China International Capital Corporation Hong Kong Securities Limited have not been served with the Amended Complaint. They are not parties to this stipulation. 1 IT IS hereby ORDERED that: 1. Preservation of ESI. The Parties will take reasonable and proportionate steps to preserve unique ESI that is within their respective possession, custody, or control and is subject to discovery pursuant to all applicable provisions of law. By preserving or producing information for the purposes of this litigation, the Parties are not conceding that such material is discoverable. 2. Parameters of ESI Disclosures. By dates to be agreed upon by the Parties, the Parties shall exchange the following information: (a) Custodians. The names of the custodians most likely to have discoverable ESI in their possession, custody, or control. The custodians shall be identified by name, title, and connection to the instant litigation; (b) Non-Custodial Data Sources. A listof non-custodial data sources (e.g., shared drives, servers, etc.), if any, likely to contain relevant discoverable ESI; (c) Search Terms. A producing Party shall disclose what search terms, if any, it plans to use to narrow the collection(s) to ESI likely to contain discoverable information. If the producing Party does not anticipate using search terms, it shall disclose the methodology used to locate ESI likely to contain discoverable information. The Parties shall meet and confer to attempt to reach agreement on search terms before review and production of documents. 3. Other Search Methodology. The Parties agree that nothing in this protocol prevents the Parties from using technology-assisted review (“TAR”), including continuous active learning, or other e-discovery tools or techniques to identify ESI likely to contain discoverable information insofar as their use improves the efficiency of discovery and minimizes the Parties’ burden. The Parties agree to meet and confer in good faith with ample time to reach a mutually agreeable protocol for the use of such technologies. The Parties agree not to use TAR on paper 2 documents that cannot be reliably OCR’d or on structured data types. The Parties do not need to disclose the use of TAR solely for the purposes of sorting or prioritizing documents for review. 4. Format for ESI Production. The Parties agree to the following formats for ESI production: (a) TIFFs. ESI will be produced in TIFF format, with a data load file, including page break information in a load file identifying document start and end. (b) Color. Documents containing color need not be produced in color in the first instance. However, if good cause exists for the receiving Party to request production of certain documents in color, the receiving Party may request production of such documents in color by providing (1) a list of the Bates numbers of documents it requests to be produced in color format; and (2) an explanation of the need for production in color format. The producing Party shall not unreasonably deny such requests. (c) Database Load Files. The Parties shall produce ESI in both image and text file format as well as metadata load files consistent with Concordance-style delimiters and compatible with the Relativity eDiscovery Software platform or Nuix Discover eDiscovery Software platform. (d) Text Files. For each document, a document-level text file should be provided in addition to the TIFFs thereto in the load file. The text of native files, if any, should be extracted directly from the native file. Documents for which text cannot be extracted and redacted documents will be produced with OCR. Document-level OCR text files will be provided. Each file will be named using the Bates number of the first page of the document (e.g., a four-page document that starts with ABC0000001 will bear the name ABC0000001.TXT). 3 (e) Embedded Objects. i. With the exception of embedded Microsoft Excel, Microsoft Word, Microsoft PowerPoint, or other similar application files, which are each to be extracted as standalone documents, the Parties agree that other embedded objects and images, including, but not limited to, logos, icons, emoticons, signature blocks, and footers need not be produced as separate documents by a producing Party (i.e., such embedded documents will be produced within the document itself, rather than as separate attachments). ii. If it appears to the receiving Party that content contained in an embedded object is not contained and/or visible within a parent document, the receiving Party may make reasonable requests to the producing Party and identify those documents by Bates number; the producing Party shall then undertake reasonable efforts to reproduce the identified documents with the extracted embedded objects treated as attachments to the parent document. iii. Files referenced in embedded hyperlinks, such as those created by Microsoft Office’s “Share Documents Via Link” feature or by other third-party document sharing platforms, shall be produced upon reasonable request. (f) Native Format. The Parties have agreed that Excel files and audio/video files will be produced in native format to the extent possible unless they require redactions or unless production in native format would otherwise be impracticable in which case they may be produced as a TIFF image. For spreadsheets that the Parties have agreed to produce in native form, all redactions shall be made to the native form of the document. If the native document (including its metadata) cannot be adequately redacted, a redacted TIFF image of the document may be produced as provided for hereinbelow. The Parties agree to meet and confer if TIFF redaction would render a document not reasonably usable. The native file will be accompanied by a slip sheet that includes 4 the Bates number and confidentiality designation. If good cause exists for the receiving Party to request production in native format of certain documents not produced in native format, the receiving Party may request production of such documents in native format by providing (1) a list of the Bates numbers of documents it requests to be produced in native format; and (2) an explanation of the need for production in native format. The producing Party shall not unreasonably deny such requests. (g) Redactions. Each redaction on a document shall be endorsed with the word “Redacted” or “Redaction” along with the basis for such redaction. With respect to documents containing redacted text, no extracted text will be provided for the redacted portion and the following metadata fields shall not be produced if redacted: Email Subject, Hash Value, Filename, and Doc Title. (h) Unique IDs. Each image should have a unique file name which will be the Bates number of that page. The Bates number must appear on the face of the image in the lower right corner or other location if such placement is not practical (e.g., ABC0000001.TIF). (i) Duplication Minimization. “Duplicate ESI” means files that are exact duplicates based on the files’ MD5 or SHA-1 hash values. The Producing Party need produce only a single copy of responsive Duplicate ESI. With regard to ESI, the Parties may de-duplicate globally or across more than one custodian. Duplicate e-mails or files held in different file path locations and/or by different custodians may be excluded. If duplicates are excluded, the load file must include the de-duplication table metadata that shows each custodian and full file path from which a copy of the produced document was excluded. De-duplication shall not break apart families and shall be performed at a family level. The producing Party agrees that the presence of 5 a custodian’s name contained in “All Custodians” in the metadata for a particular document is evidence that the custodian possessed that document in his/her custodial file. (j) Email Threading. A Party is only required to produce the most inclusive emails in an email thread, and a producing Party may, but is not required to, remove non-inclusive emails from its production. A non-inclusive email is defined as any email whose text and attachments are fully contained in another (inclusive) email. This analysis must be performed on a family level, taking into account the existence of attachments or embedded items. A producing Party shall produce specific non-inclusive emails in its possession upon reasonable request from a receiving Party. (k) Unitizing of Documents. Absent undue burden, a producing Party shall, when scanning paper documents, avoid merging distinct documents into a single record, and avoid splitting single documents into multiple records (i.e., paper documents should be logically unitized). (l) Databases. To the extent responding to a discovery request requires production of ESI contained in a database, the Parties will meet and confer to determine whether the producing Party may query the database for discoverable information and generate and produce a report in a reasonably usable and exportable electronic format (for example, in Excel or .csv format). The Parties shall meet and confer to finalize the appropriate data extraction and production format for specific information contained in a database. (m) Metadata Fields. Where available, the Parties will produce Metadata Fields in a DAT file. No Party shall have any obligation to manually generate information to populate any of the extracted Metadata Fields. The following Metadata Fields should be provided if available for a document: 6 Metadata Field Name Description Begin Bates Number Identifies the Bates number of the beginning page of the document. End Bates Number Identifies the Bates number of the last page of the document. Begin Attach Identifies the Bates number associated with the first page of a parent document. End Attach Identifies the Bates number associated with the last page of the last attachment to a parent document. ParentID Identifies the Parent email of a parent / child relationship. AttachmentIDs Identifies the Attachment(s) of a parent / child relationship. Numpages / Pgcount Identifies the total number of pages of the TIFF images of a document. Custodians Identifies the custodian of the collected document. All Custodians Identifies custodians of documents removed from production via global deduplication. Text / Link Contains the path to the extracted text/OCR for the file (doc level). File Size Identifies the file size of the file. From Identifies the sender of an email (“From”). To Identifies all recipients of an email (“To”). CC Identifies all individuals copied on an email BCC Identifies all individuals blind copied on an email (“BCC” or “Blind Copied”). Email Subject Identifies the subject line of an email. Date Sent Identifies the date an email was sent. Date Modified Identifies the date the file was last modified. Filename The file name of the document. File Extension Identifies the extension of the file. Native Path Relative path to native file if provided in production. Hash Value Hash value (either MD5 or SHA1) for all electronic files produced in native form. Attachment Count Identifies the number of attachments to an email. Attachment Names / Identifies the file names of all attachments to an email. Titles 7 Metadata Field Name Description Confidentiality If document assigned confidentiality by Counsel. Designation Doc Title The extracted title of the document. (n) Non-Convertible Files. Certain types of files such as system, program, video, and sound files may not be amenable to conversion into anything meaningful in TIFF format. Responsive, non-convertible files will be produced in the same format as other Native Files, as addressed herein, accompanied by a slip-sheet placeholder TIFF image. (o) Inaccessible ESI. Contingent upon each Party’s compliance with the obligations set forth in this document, the Parties agree that the circumstances of this case do not warrant the preservation, review, or production of ESI that is not reasonably accessible because it is unlikely that significant relevant information would be located in those sources that is not otherwise available in reasonably accessible sources. Moreover, that remote possibility is substantially outweighed by the burden and cost of preservation and/or review and production of ESI from these sources. The Parties agree that the following ESI is not reasonably accessible: backup tapes; legacy data from systems no longer in use that are not readable by any system currently in use; residual, fragmented, damaged, permanently deleted, slack, and unallocated data, or other data only accessible by forensics; random access memory (RAM), temporary files, or other ephemeral data that are difficult to preserve without disabling the operating system; on-line access data such as temporary internet files, history, cache, cookies, and the like; data in metadata fields that are frequently updated automatically, such as last-opened dates; server, system, or network logs; voicemails (other than those included as attachments to parent emails or otherwise preserved within a custodian’s files); and call logs. 8 (p) Parent-Child Relationships. Parent-child relationships (the association between an attachment and its parent document) must be preserved, excepting (i) junk files and non-user-created content routinely excluded during processing; and (ii) embedded objects, as described above in § 4(e). (q) Costs. Each Party shall bear its own costs of preservation, collection, review, and production of ESI. The Parties, however, reserve their right to seek burden-shifting or reimbursement for such costs by motion. 5. Privilege Logs. The Parties agree that each shall produce a privilege log in compliance with CPLR 3122(b), and that the Parties shall meet and confer in accordance with Commercial Division Rule 11-b regarding the format of such log(s). Privilege logs shall be provided in searchable Adobe PDF format and native Excel format. The following categories of documents may be excluded from identification in the privilege log: (a) work product created by trial counsel, or by an agent of such counsel, concerning this action; (b) communications between any Defendants and their counsel on or after April 19, 2019, concerning this litigation or representation in this litigation; (c) internal communications within a law firm; and (d) communications solely between in-house counsel. 6. Cross-Border Data Protection. Defendants maintain that a significant portion of the discovery that may be relevant to this action is located in the People’s Republic of China (including in the Hong Kong SAR) and that such discovery may implicate foreign data and privacy laws that restrict the cross-border production of information, including but not limited to the Data Security Law of the People’s Republic of China, the Personal Information Protection Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, and any analogues under Hong Kong law. To the extent that such concerns can be adequately ameliorated 9 through redactions, Defendants shall produce such documents with redactions. Defendants also agree to provide an affidavit from foreign counsel regarding the information withheld under foreign law. The Parties agree to meet and confer about the information to be contained in the affidavit. 7. Claw back Mechanisms for ESI Privileged or Protected Disclosure. The Parties agree that disclosure of privileged or protected documents/information will not constitute a waiver of any such privilege or protection and will apply the following procedures: (a) Notice. Within ten business days from the date on which a disclosing Party discovers a disclosure of privileged/protected ESI, it will notify the receiving Party by written Notice (conveyed via email) identifying the disclosure(s) and directing the receiving Party to promptly return, destroy, and/or make inaccessible the disclosed information/documents and all copies thereof. (b) Parties’ Obligations. Within five days of receipt of the Notice, the receiving Party will inform the disclosing Party that compliance will be effectuated or challenge the Notice in a formal responsive writing. If the Notice is not challenged, the receiving Party will endeavor in good faith to destroy, return, and/or disable all access to the specified documents/information within 14 days or as agreed by the Parties. i. Where the disclosure is in the form of a disc or access to a password- protected server, the producing Party must provide, upon receipt of intent to comply with the Notice, a replacement of the production containing all documents/information but for those identified in the Notice. ii. The receiving Party will endeavor in good faith to retrieve any copies of the identified documents/information to return, destroy, or otherwise dispose of the 10 materials, and take all reasonable steps necessary to prevent further sharing of those materials. Any use of the identified disclosures prior to receipt of the Notice is not a violation of this ESI Stipulation, but may be subject to the provisions of the Parties’ Stipulation and Order for the Production and Exchange of Confidentiality Stipulation (“Confidentiality Stipulation”). iii. If the receiving Party challenges the Notice, it will return, destroy, or disable all copies of the documents/information, but may retain one copy for the purpose of challenging the designation of privilege/protection of the disclosure. iv. The Parties will meet and confer within three days to resolve the dispute if the Notice is challenged, and, if not resolved, the Parties will request an immediate discovery conference pursuant to this Court’s Part 53 Practices and Procedures. v. Under all circumstances, the disclosing Party must preserve all documents/information subject to the Notice until any dispute has been resolved by the Parties’ agreement or court order. (c) Receiving Party’s Affirmative Obligation. A receiving Party that discovers privileged or protected documents/information will inform the disclosing Party in writing within seven days regardless of whether a challenge to such privilege or protection is anticipated. 8. Right to Request Additional Information. The agreements set forth herein are without prejudice to the right of a requesting Party to request additional information about specific ESI if that Party reasonably believes that material, relevant, and responsive information that is not otherwise cumulative or duplicative of information already produced can only be found through such additional efforts. The Parties will negotiate in good faith with regard to whether such 11 additional efforts are reasonably required and, if so, who should bear the cost, with the Court to resolve such disputes if agreement cannot be reached. 9. Corrections to ESI Productions. Each producing Party will make reasonable and prompt efforts to correct or supplement any technical issues with respect to an ESI document production that have been identified by the other Party, and to notify the other Party of any technical issues as to a document production in a timely manner once known by the producing Party. 10. Confidentiality Designations and ESI from Other Individuals/Entities. The Parties will designate documents as confidential, highly confidential, or otherwise according to the terms of the Confidentiality Stipulation. This ESI Stipulation may be re-executed and/or modified by agreement of the Parties; for instance, to allow non-signatory Parties to this action or nonparties producing ESI to join this agreement. 11. This Stipulation may be changed by further order of this Court, and is without prejudice to the rights of a Party to move for relief from any of its provisions, or to seek or agree to different or additional provisions related to the production of ESI. 12. This Stipulation may be signed in counterparts, which, when fully executed, shall constitute a single original, and electronic signatures shall be deemed original signatures. 12 SCOTT+SCOTT ATTORNEYS AT LAW LLP WILSON SONSINI GOODRICH & ROSATI Professional Corporation s/ Zachary M. Vaughan s/ Sheryl Shapiro Bassin Thomas L. Laughlin, IV Sheryl Shapiro Bassin Max R. Schwartz 1301 Avenue of the Americas, 40th Floor Zachary M. Vaughan New York, New York 10019 Emilie B. Kokmanian Telephone: (212) 999-5800 The Helmsley Building Facsimile: (212) 999-5899 230 Park Avenue, 17th Floor Email: sbassin@wsgr.com New York, New York 10169 Telephone: (212) 223-6444 Ignacio E. Salceda (admitted pro hac vice) Facsimile: (212) 223-6334 650 Page Mill Road Email: tlaughlin@scott-scott.com Palo Alto, California 94304 Email: mschwartz@scott-scott.com Telephone: (650) 493-9300 Email: zvaughan@scott-scott.com Facsimile: (650) 493-9301 Email: ekokmanian@scott-scott.com Email: ISalceda@wsgr.com Counsel for Plaintiff Sonny St. John Counsel for Defendant Cloopen Group Holding Limited WILLKIE FARR & GALLAGHER LLP s/ Charles D. Cording Todd G. Cosenza Charles D. Cording 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: ccording@willkie.com Email: tcosenza@willkie.com Counsel for Defendants Goldman Sachs (Asia) L.L.C., Citigroup Global Markets Inc., Tiger Brokers (NZ) Limited, and Futu Inc. 13 K&L GATES LLP s/ Joanna A. Diakos Joanna A. Diakos Priya Chadha 599 Lexington Avenue New York, New York 10022 Telephone: (212) 536-3900 Facsimile: (212) 536-3901 Email: joanna.diakos@klgates.com Email: priya.chadha@klgates.cm Counsel for Defendant Cogency Global Inc. SO ORDERED: Hon. Andrew Borrok, J.S.C. 14