`Rule 45. Subpoena.
`(c) Protection of persons subject to subpoenas.
`(1) A party or an attorney responsible for the issuance and service of a
`subpoena shall take reasonable steps to avoid imposing undue burden or expense
`on a person subject to that subpoena. The court on behalf of which the subpoena
`was issued shall enforce this duty and may impose upon the party or attorney in
`breach of this duty an appropriate sanction, which may include, but is not limited
`to, lost earnings and a reasonable attorney’s fee.
`(2)(A) A person commanded to produce and permit inspection and copying
`of designated books, papers, documents or tangible things or inspection of
`premises need not appear in person at the place of production or inspection unless
`commanded to appear for deposition, hearing or trial. (B) Subject to paragraph
`(d)(2) of this rule, a person commanded to produce and permit inspection and
`copying may, within 14 days after service of the subpoena or before the time
`specified for compliance if such time is less than 14 days after service, serve
`upon the party or attorney designated in the subpoena written objection to
`inspection or copying of any or all of the designated materials or of the premises.
`If objection is made, the party serving the subpoena shall not be entitled to
`inspect and copy the materials or inspect the premises except pursuant to an
`order of the court by which the subpoena was issued. I f objection has been made,
`the party serving the subpoena may, upon notice to the person commanded to
`produce, move at any time for an order to compel production. Such an order to
`compel production shall protect any person who is not a party or an officer of a
`party from significant expense resulting from the inspect ion and copying
`commanded.
`(3)(A) On a timely motion, the court by which a subpoena was issued
`shall quash or modify the subpoena if it
`(i) Fails to allow reasonable time for compliance;
`(ii) Requires disclosure of privileged or other protected matter and no
`exception or waiver applies; or
`(iii) Subjects a person to undue burden.
`(B) If a subpoena
`(i) Requires disclosure of a trade secret or other confidential research,
`development, or commercial information, or
`(ii) Requires disclosure of a retained expert’s opinion or information not
`describing specific events or occurrences in dispute and resulting from the
`expert’s study made not at the request of any party, the Court may, to protect a
`person subject to or affected by the subpoena, quash or modify the subpoena or, if
`the party in whose behalf the subpoena is issued shows a substantial need for the
`testimony or material that cannot be otherwise be obtained without undue
`hardship and assures that the person to whom the subpoena is addressed will be
`
`
`
`EFiled: Feb 27 2024 06:19PM EST
`Transaction ID 72167169
`Case No. 2023-0396-SG
`
`

`

`
`reasonably compensated, the Court may order appearance or production only
`upon specified conditions.
`(d) Duty in responding to subpoena.
`(1) If a subpoena does not specify a form for producing documents or
`electronically stored information, the person responding shall produce it in a form
`or forms in which ordinarily maintained, or in which it is reasonably usable.
`Absent a showing of good cause, the person responding need not produce the
`same documents or electronically stored information in more than one form. The
`person responding need not proceed discovery of documents or electronically
`stored information from sources that the person identifies as not reasonably
`accessible because of undue burden or cost. If the showing is made, the Court
`nevertheless may order discovery from such other sources if the requesting party
`shows good cause. The Court may specify the conditions for the discovery.
`(2) When information subject to a subpoena is withheld on a claim that is
`privileged or subject to protection in trial preparation materials, the claim shall be
`made expressly and shall be supported by a description of the nature of the
`documents, communications, or things not produced that is sufficient to enable the
`demanding party to contest the claim.
`
`2
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`

`

`
`
`SCHEDULE A
`
`TO PLAINTIFFS’ SUBPOENA DUCES TECUM
`DIRECTED TO FENWICK & WEST LLP
`
`The below Document Requests are to be responded to in accordance with
`
`the following Definitions and Instructions.
`
`DEFINITIONS
`
`1.
`
`“2021-2024 Retention Plan” means Playtika’s 2021-2024 employee
`
`retention plan.
`
`2.
`
`“Abrahams” means Craig Abrahams, Playtika’s President and Chief
`
`Financial Officer.
`
`3.
`
`4.
`
`“Action” means the above-captioned action.
`
`“Advisor” or “Advisors” means any and All investment banks, bankers,
`
`law firms, lawyers, financial advisors, consulting firms, consultants, accounting
`
`firms, accountants, public relations Person, agents, or other parties engaged,
`
`retained, employed, or consulted by Playtika, Giant/Alpha, the Board, the Special
`
`Committee, the Individual Defendants, or Joffre concerning (i) the Amended Charter
`
`or Filed Charter; (ii) the Form 10-K, Prospectus, or Registration Statements; (iii) the
`
`Company Strategic Review Process; (iv) the Liquidity Crisis; (v) the Self-Tender;
`
`(vi) the Joffre SPA; or (vii) any Alternative Transaction, including RLF, Sidley,
`
`Dechert, Latham, Fenwick, Kilometre, Houlihan, and Raine.
`
`5.
`
`“All” means any and all.
`
`
`
`1
`
`

`

`
`
`6.
`
`“Alternative Transaction” means
`
`any
`
`acquisition, merger,
`
`consolidation, asset sale, divestiture, share exchange, business combination, tender
`
`offer, recapitalization, restructuring, refinancing, share repurchase, or other option
`
`concerning Playtika that was considered, discussed by, or presented to the Board,
`
`Playtika management, the Special Committee, Giant/Alpha, You or any other
`
`Advisor to any of the foregoing as an alternative to the Self-Tender, whether in
`
`whole or in part.
`
`7.
`
`“Amended Charter” means Playtika’s amended and restated certificate
`
`of incorporation described in the Registration Statements, Prospectus, and Form 10-
`
`K as providing that “the Court of Chancery of the State of Delaware will be the sole
`
`and exclusive forum for substantially all disputes between [Playtika] and our
`
`stockholders,” and further specifying that: “unless [Playtika] consents in writing to
`
`the selection of an alternative forum, the Court of Chancery of the State of Delaware
`
`(or, if such court does not have jurisdiction, the federal district court for the District
`
`of Delaware or other state courts of the State of Delaware) shall, to the fullest extent
`
`permitted by law, be the sole and exclusive forum for ... (ii) any action, suit, or
`
`proceeding asserting a claim of breach of a fiduciary duty owed by any of our
`
`directors, officers, or stockholders to [Playtika] or [Playtika’s] stockholders.” For
`
`the avoidance of doubt, the quotations in the foregoing sentences are descriptions of
`
`
`
`2
`
`

`

`
`
`the substance of the Amended Charter and do not purport to be direct quotations
`
`from the Amended Charter itself.
`
`8.
`
`“Antokol” means Robert Antokol, Playtika’s Chief Executive Officer,
`
`director, and Chairman of the Board.
`
`9.
`
`“Board” means the Board of Directors of Playtika, including any
`
`committee or subcommittee thereof, and each current or former Board member,
`
`collectively or individually, as the context requires for the broadest possible
`
`interpretation.
`
`10.
`
`“Communication” and “Communications” means any exchange of any
`
`Document or information by any means of transmission, whether formal or informal,
`
`at any place or under any circumstance, including paper documents, email, text
`
`messages,
`
`iMessages, application-based messages,
`
`instant messages, direct
`
`messages, social media or message board posts, online messages in any form, phone
`
`calls, facsimiles, or a Person seeing or hearing any information by any means
`
`including video, telephonic, or in-person; and including drafts, revisions, or copies
`
`if the draft, revision, or copy is in any way different from the original.
`
`11.
`
`“Company Strategic Review Process” means the sale and strategic
`
`review process overseen by the Special Committee.
`
`12.
`
`“Complaint” means the Verified Class Action Complaint filed in this
`
`Action on April 4, 2023.
`
`
`
`3
`
`

`

`
`
`13.
`
`14.
`
`“Court” means the Delaware Court of Chancery.
`
`“Dechert” means Dechert LLP, as well as (a) any of its partners,
`
`predecessors, divisions, branches, subsidiaries, affiliates, parent companies, and any
`
`of their or Dechert LLP’s past or present directors, boards of directors, committees,
`
`officers, agents, employees, representatives, associates, or attorneys; and (b) any
`
`other Person purporting to act on behalf of or for the benefit of any Person set forth
`
`in subsection (a) of this definition.
`
`15.
`
`“Defendant” or “Defendants” means Giant/Alpha or the Individual
`
`Defendants, whether collectively or individually, as the context requires for the
`
`broadest possible interpretation.
`
`16.
`
`“Document” or “Documents” is to be interpreted in the broadest
`
`possible sense and includes All Communications and All recorded, renderable,
`
`stored, or retrievable writing, text, images, information, or data (including any
`
`producible metadata), on or in any print or electronic media or storage format, at any
`
`Location, including: email; Microsoft Office or other spreadsheet, word processing,
`
`or presentation software files; Adobe or other PDF software files; materials edited
`
`on collaborative document-sharing platforms like Google Drive; text messages,
`
`SMS messages, instant messages, Bloomberg messages, iMessages, Blackberry
`
`messages, Signal messages, Skype messages, Reuters messages, Slack messages,
`
`tweets, LinkedIn messages, Snapchats, Instagram posts or messages, Facebook
`
`
`
`4
`
`

`

`
`
`status updates or messages, Vines, Vlogs, voice messages, telephone logs or records,
`
`Tumblrs, WhatsApp messages, Viber messages, Foursquare check-ins, or any other
`
`social media message or post; any web portals used for dissemination of, for
`
`example, board materials (e.g., Director’s Desk, Diligent Boards, OnBoard,
`
`BoardVantage, etc.); electronic databases and any of their contents (e.g., Microsoft
`
`Access databases), including data stored in tabular, structured, or unstructured
`
`format; the contents of any compact discs, CD-ROMs, DVD-ROMs, portable or
`
`external hard drives, magnetic tape, film, recordings, videotape, magnetic or optical
`
`disks, floppy disks, or other widely-used electronic or optical data repository; any
`
`other form of structured or unstructured electronically stored information; video or
`
`audio recordings of meetings or calls, including via Zoom, and any notes or minutes
`
`of the same; materials created, stored, or maintained in hard copy format, including:
`
`computer, facsimile, or telecopier printouts or transmissions, handwritten notes,
`
`typed documents, presentations, pitch books, or photographs; legal filings, including
`
`complaints and other pleadings, affidavits, interrogatories or
`
`interrogatory
`
`responses, requests for admission or request for admission responses, legal briefs,
`
`legal motions, depositions, and judgments; any other producible document including
`
`memoranda, books, records, accounts, ledgers, vouchers, invoices, drafts, bills,
`
`charge slips, letters, telegrams, mailgrams, correspondence, resolutions, work
`
`papers, reports, projects,
`
`tabulations, studies, surveys, designs, drawings,
`
`
`
`5
`
`

`

`
`
`schematics, maps, manuals, models, notebooks, contracts, agreements, diaries,
`
`telephone records, desk calendars, appointment books, circulars, charts, transcripts,
`
`news releases, trade releases, advertisements, press books, teletype messages,
`
`licenses, financial statements, stenographers’ notebooks, punch cards, letters of
`
`credit, stock certificates, and securities. The term “Document” also includes drafts,
`
`revisions, or copies of any Document if the draft, revision, or copy is in any way
`
`different from the original.
`
`17.
`
`“Fairness Opinion” means any opinion, written or oral (including any
`
`drafts and revisions thereof), rendered by any Advisor concerning the Company
`
`Strategic Review Process, the Self-Tender, the Joffre SPA, or any Alternative
`
`Transaction.
`
`18.
`
`“Fenwick” means Fenwick & West LLP, as well as (a) any of its
`
`partners, predecessors, divisions, branches, subsidiaries, affiliates, parent
`
`companies, and any of their or Fenwick & West LLP’s past or present directors,
`
`boards of directors, committees, officers, agents, employees, representatives,
`
`associates, or attorneys; and (b) any other Person purporting to act on behalf of or
`
`for the benefit of any Person set forth in subsection (a) of this definition.
`
`19.
`
`“Filed Charter” means the amended and restated certificate of
`
`incorporation filed by Playtika with the Secretary of State of the State of Delaware
`
`on or about February 1, 2021.
`
`
`
`6
`
`

`

`
`
`20.
`
`“Form 10-K” means the Annual Report filed on Form 10-K on February
`
`26, 2021 with the United States Securities and Exchange Commission including All
`
`drafts, supplements, amendments, and exhibits thereto.
`
`21.
`
`“Giant/Alpha” means Playtika Holding UK II Limited, as that term is
`
`used in the Complaint, as well as (a) any of its partners, parents, predecessors,
`
`divisions, branches, subsidiaries, affiliates, parent companies, investors (Alpha
`
`Frontier Limited, Shanghai Cibi Business Information Consultancy Co., Ltd.,
`
`Shanghai Jukun Network Technology Co., Ltd., Giant Network Group Co., Ltd.,
`
`Giant Investment Co., Ltd., Yuzhu Shi, Hazlet Global Limited, Equal Sino Limited,
`
`and Jing Shi), and any of their or Playtika Holding UK II Limited’s past or present
`
`directors, boards of directors, committees, officers, agents, employees,
`
`representatives, associates, or attorneys; and (b) any other Person purporting to act
`
`on behalf of or for the benefit of any Person set forth in subsection (a) of this
`
`definition.
`
`22.
`
`“Giant/Alpha Board” means the Board of Directors of Giant/Alpha,
`
`including any committee or subcommittee thereof, and each current or former
`
`member of the Board of Directors of Giant/Alpha, collectively or individually, as
`
`the context requires for the broadest possible interpretation.
`
`23.
`
`“Giant/Alpha-Led Strategic Review” means the Giant/Alpha-led
`
`process to explore an Alternative Transaction or a potential sale run parallel to the
`
`
`
`7
`
`

`

`
`
`Company Strategic Review Process.
`
`24.
`
`“Guidelines” means the draft process guidelines discussed between the
`
`Special Committee and its Advisors at the March 18 and March 22, 2022 meetings
`
`of the Special Committee, including All drafts, supplements, amendments, and
`
`exhibits thereto.
`
`25.
`
`“Houlihan” means Houlihan Lokey, Inc., as well as (a) any of its
`
`partners, predecessors, divisions, branches, subsidiaries, affiliates, parent
`
`companies, and any of their or Houlihan Lokey, Inc.’s past or present directors,
`
`boards of directors, committees, officers, agents, employees, representatives,
`
`associates, or attorneys; and (b) any other Person purporting to act on behalf of or
`
`for the benefit of any Person set forth in subsection (a) of this definition.
`
`26.
`
`“Individual Defendants” means Abrahams and Antokol, together or
`
`individually, as the context requires.
`
`27.
`
`“Joffre” means Joffre Capital Limited, as well as (a) any of its partners,
`
`parents, predecessors, divisions, branches, subsidiaries, affiliates, parent companies,
`
`and any of their or Joffre Capital Limited’s past or present directors, boards of
`
`directors, committees, officers, agents, employees, representatives, associates, or
`
`attorneys; and (b) any other Person purporting to act on behalf of or for the benefit
`
`of any Person set forth in subsection (a) of this definition.
`
`28.
`
`“Joffre SPA” means
`
`the Stock Purchase Agreement between
`
`
`
`8
`
`

`

`
`
`Giant/Alpha and Joffre on or around June 27, 2022, and All amendments and
`
`exhibits thereto.
`
`29.
`
`“Kilometre” means Kilometre Capital Management Limited, as well as
`
`(a) any of its partners, parents, predecessors, divisions, branches, subsidiaries,
`
`affiliates, parent companies, and any of their or Kilometre Capital Management
`
`Limited’s past or present directors, boards of directors, committees, officers, agents,
`
`employees, representatives, associates, or attorneys; and (b) any other Person
`
`purporting to act on behalf of or for the benefit of any Person set forth in subsection
`
`(a) of this definition.
`
`30.
`
`“Latham” means Latham & Watkins LLP, as well as (a) any of its
`
`partners, predecessors, divisions, branches, subsidiaries, affiliates, parent
`
`companies, and any of their or Latham & Watkins LLP’s past or present directors,
`
`boards of directors, committees, officers, agents, employees, representatives,
`
`associates, or attorneys; and (b) any other Person purporting to act on behalf of or
`
`for the benefit of any Person set forth in subsection (a) of this definition.
`
`31.
`
`“Liquidity Crisis” means Giant/Alpha’s liquidity needs throughout
`
`2022, which, as set forth in the Complaint, were among Giant/Alpha’s stated reasons
`
`for selling a portion of its Playtika shares.
`
`32.
`
`“Location” means any place where Documents are stored. Locations
`
`can be physical (e.g., file cabinets); discrete electronic data stores (e.g., hard drives,
`
`
`
`9
`
`

`

`
`
`thumb drives, or mobile devices); server-based (e.g., certain email configurations,
`
`certain instant messaging configurations, shared drives, networked drives, data
`
`rooms, and the contents of any intranet site); or cloud-based (e.g., Google Drive,
`
`Dropbox, certain email configurations, certain instant messaging configurations like
`
`Bloomberg chat, text, or social media messaging applications like Facebook
`
`messaging, portals for board of directors materials like Director’s Desk, and
`
`collaborative chat platforms like Slack).
`
`33.
`
`“Person” or “Persons” means any natural person, corporation,
`
`association, firm, partnership, government agency, organization, or other entity
`
`recognized by law, and the boards of directors, committees, directors, officers,
`
`partners, agents, representatives, or employees of the foregoing.
`
`34.
`
`35.
`
`“Plaintiffs” means Scott G. Kormos and Jordan Klein.
`
`“Playtika” means Playtika Holding Corp., as well as (a) any of its
`
`partners, parents, predecessors, divisions, branches, subsidiaries, affiliates, parent
`
`companies, and any of their or Playtika Holding Corp.’s past or present directors,
`
`boards of directors, committees, officers, agents, employees, representatives,
`
`associates, or attorneys; and (b) any other Person purporting to act on behalf of or
`
`for the benefit of any Person set forth in subsection (a) of this definition.
`
`36.
`
`“Potential Counterparty” means any Person that was identified, self-
`
`identified, contemplated, considered, or contacted as a potential counterparty in a
`
`
`
`10
`
`

`

`
`
`transaction with Playtika, including any potential acquisition, merger, consolidation,
`
`asset sale, divestiture, share exchange, business combination, tender offer,
`
`recapitalization, restructuring, refinancing, share repurchase, or other transactional
`
`option.
`
`37.
`
`“Prospectus” means the Prospectus filed pursuant to Rule 424(b)(4) on
`
`January 15, 2021 with the United States Securities and Exchange Commission
`
`Concerning the initial public offering of Playtika’s common stock, including All
`
`drafts, supplements, amendments, and exhibits thereto.
`
`38.
`
`“Raine” means The Raine Group, LLC, as well as (a) any of its partners,
`
`predecessors, divisions, branches, subsidiaries (including Raine Securities LLC),
`
`affiliates, parent companies, and any of their or The Raine Group LLC’s past or
`
`present directors, boards of directors, committees, officers, agents, employees,
`
`representatives, associates, or attorneys; and (b) any other Person purporting to act
`
`on behalf of or for the benefit of any Person set forth in subsection (a) of this
`
`definition.
`
`39.
`
`“Registration Statement” means the Registration Statement filed on
`
`Form S-1 on October 16, 2020, November 20, 2020, and December 18, 2020 with
`
`the United States Securities and Exchange Commission Concerning the initial public
`
`offering of Playtika’s common stock,
`
`including All drafts, supplements,
`
`amendments, and exhibits thereto.
`
`
`
`11
`
`

`

`
`
`40.
`
`“Request(s)” means each of the specific document requests set forth
`
`below, along with the Definitions and Instructions, individually or collectively as
`
`the context requires.
`
`41.
`
`“RLF” means Richards, Layton, & Finger, P.A., as well as (a) any of
`
`its partners, predecessors, divisions, branches, subsidiaries, affiliates, parent
`
`companies, and any of their or Richards, Layton & Finger, P.A.’s past or present
`
`directors, boards of directors, committees, officers, agents, employees,
`
`representatives, associates, or attorneys; and (b) any other Person purporting to act
`
`on behalf of or for the benefit of any Person set forth in subsection (a) of this
`
`definition.
`
`42.
`
`“Safety Valve” means Section 2.1(b) of the Tender Agreement, which
`
`provides Giant/Alpha the right to withdraw from the Self-Tender the number of
`
`shares required to maintain their majority ownership on a fully diluted basis based
`
`on public participation.
`
`43.
`
`“Self-Tender” means Playtika’s up-to-$600 million self-tender at a
`
`share price of $11.58 per share, approved by the Board on August 24, 2022,
`
`memorialized in the Tender Agreement dated August 26, 2022, and closed on
`
`October 3, 2022.
`
`44.
`
`“Sidley” means Sidley Austin LLP, as well as (a) any of its partners,
`
`predecessors, divisions, branches, subsidiaries, affiliates, parent companies, and any
`
`
`
`12
`
`

`

`
`
`of their or Sidley Austin LLP’s past or present directors, boards of directors,
`
`committees, officers, agents, employees, representatives, associates, or attorneys;
`
`and (b) any other Person purporting to act on behalf of or for the benefit of any
`
`Person set forth in subsection (a) of this definition.
`
`45.
`
`“Special Committee” means the special committee of the Board formed
`
`on or around March 4, 2022, pursuant to Board resolutions, as described in the
`
`Complaint.
`
`46.
`
`“Tender Agreement” means
`
`the Tender Agreement between
`
`Giant/Alpha and Playtika, dated August 26, 2022, and All amendments and exhibits
`
`thereto.
`
`47.
`
`“Tender Offer Statement” means the Tender Offer Statement filed on
`
`Schedule TO on August 29, 2022, with the United States Securities and Exchange
`
`Commission concerning the Self-Tender, including All drafts, supplements,
`
`amendments, and exhibits thereto.
`
`48.
`
`“You” or “Your” means Fenwick.
`
`INSTRUCTIONS
`
`1.
`
`The Requests require the production of All responsive Documents that
`
`are in Your possession, custody, or control, wherever the Location.
`
`2.
`
`The terms “and” and “or” are to be read both conjunctively and
`
`disjunctively and shall serve as a Request for Documents that would be responsive
`
`
`
`13
`
`

`

`
`
`under a conjunctive reading in addition to All Documents that would be responsive
`
`under a disjunctive reading.
`
`3.
`
`The terms “concern” or “concerning” shall include commenting on,
`
`comprising, constituting, containing, describing, effecting, embodying, evidencing,
`
`identifying, including, incorporating, involving, mentioning, referring to, reflecting,
`
`regarding, responding to, stating, or otherwise pertaining or relating to, either
`
`directly or indirectly, or being in any way logically or factually connected with the
`
`subject matter of the Action or the Requests. Requests for “documents concerning”
`
`any subject matter include Documents concerning Communications regarding that
`
`subject matter.
`
`4.
`
`The singular form of any word shall be deemed to include the plural
`
`and vice versa.
`
`5.
`
`The use of a verb in any tense shall be construed as the use of the verb
`
`in All other tenses.
`
`6.
`
`Gendered and nongendered pronouns are used interchangeably and
`
`without limitation.
`
`7.
`
`8.
`
`“Any” and “All” shall include “each” and “every.”
`
`“Herein” and words of similar import shall refer to the Requests as a
`
`whole and not to any particular portion of the Requests.
`
`9.
`
`“Including” means “including, but not limited to” and “including,
`
`
`
`14
`
`

`

`
`
`without limitation.”
`
`10. Your obligations pursuant to the Requests are not limited or affected by
`
`the availability of any Document through any other source. The fact that another
`
`Person produces a Document does not relieve You of Your obligation to produce
`
`that Document, even if identical in All respects.
`
`11.
`
`If any portion of any Document is responsive to any Request, the entire
`
`Document, including any attachments or disclosures, must be produced.
`
`12. No attached Documents should be separated from each other.
`
`13. For any responsive Document(s) stored in electronic format, including
`
`email, You will produce those Documents in searchable electronic format
`
`(i.e., single-page .tiff format with corresponding OCR or full-text files) through a
`
`file transfer protocol website, on CD-ROMs, DVD- ROMs, or portable or
`
`external hard drives, or through some other widely used electronic or optical
`
`storage media. All Microsoft Excel Documents, PowerPoint Documents, video,
`
`audio, and database-type files (e.g., Microsoft Access) will be produced in native
`
`format, and Plaintiffs reserve the right to seek production of additional
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`Documents or categories of Documents in native format. Each native file should
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`be named according to the Bates number assigned and should be linked directly
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`to its corresponding record in the load file using the NATIVELINK field. All
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`responsive electronically stored Documents shall be produced with a delimited
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`database load file that contains All available metadata fields. An .opt image cross-
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`reference file will also be provided for All .tiff images. Your production of
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`electronically stored Documents must
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`include, at a minimum, sufficient
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`metadata
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`to convey where items begin and end (including attachments), the
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`original file name and Location, and the original timestamps and attributes, and
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`must include the metadata fields set forth in the attached Table 1. Metadata
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`containing time shall be in UTC and include the custodian’s time offset. Any
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`Document production shall also include metadata setting forth the time offset for e-
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`discovery processing. In the event it is agreed that search terms may be used to collect
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`any portion of the Documents, You must, before collecting from any Location
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`containing Documents with renderable text that may not be text-searchable (e.g.,
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`non-OCR’ed PDF files), run an OCR protocol on that Location.
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`14. When converting electronically stored Documents from their native
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`format into a production format: (i) All tracked changes shall be retained in the
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`manner in which they existed when the file was collected; (ii) OLE Embedded files
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`shall not be extracted as separate Documents; (iii) author comments shall be retained
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`in the manner in which they existed when the file was collected; (iv) hidden columns
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`and rows shall be retained in the manner in which they existed when the file was
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`collected; (v) presenter notes shall be retained in the manner in which they existed
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`when the file was collected; and (vi) auto-populated fields shall be replaced with
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`descriptive text for the item.
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`15. To the extent Documents in a foreign language are produced, the
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`processing of such Documents shall be Unicode-compliant.
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`16.
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` All Documents should be produced as they are maintained in the
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`ordinary course of business, including in the sequence in which they are ordinarily
`
`maintained, or shall be organized and labeled to correspond to the specific Request(s)
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`to which they are responsive. All Documents shall be produced in their entirety,
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`including with any attachments or enclosures. All electronically stored Documents
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`shall be produced pursuant to Instructions 11-13 above, and You should otherwise
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`ensure that all personal data associated with those Documents—including metadata,
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`sequence, original file Location, and attached or embedded objects—are preserved
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`and produced. All hard copy Documents shall be produced in the original file
`
`folders, boxes, or other containers or binders in which such items are found,
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`including the title, labels, or other description of each such folder, box, or other
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`container, or attach a copy of the Documents to copies of the file folders from which
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`they came. The integrity and internal sequence of the requested Documents within
`
`each folder shall not be disturbed or commingled with the contents of another folder.
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`17.
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`If a Document is responsive to more than one Request, You are not
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`required to duplicate production.
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`18. Plaintiffs reserve the right to view the original of any copy of any
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`Documents produced in response to these Requests.
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`19. You shall produce all Documents that cannot be legibly copied in their
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`original form.
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`20.
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`If any objection is made to any of these Requests, the response shall
`
`state with specificity the grounds for the objection, whether any Document is being
`
`withheld from inspection and production on the basis of such objection, or whether
`
`inspection or production of the responsive items will occur notwithstanding such
`
`objection. If You object to any Request on grounds of overbreadth or similar bases,
`
`You are instructed to respond to the Request as narrowed. For the avoidance of
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`doubt, You must make clear the extent to which You have narrowed Your response
`
`to any Request and inform Plaintiff as to whether any requested Documents are being
`
`withheld because of that narrowing. Plaintiff does not consent to any such narrowing
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`and will meet and confer so You can articulate Your position if necessary.
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`21.
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`If You claim any form of privilege, immunity, or any other objection,
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`whether based on statute, common law, or otherwise, as a ground for not producing
`
`any requested Documents, furnish a log at the time that the Documents are produced
`
`identifying each Document for which the privilege, immunity, or other objection is
`
`claimed, together with the following information: ( i ) a description of the type of
`
`Document (e.g., email, letter, agreement, memorandum, etc.); (ii) date; sender;
`
`recipient(s); (iii) Person(s) to whom the Document (or copies thereof) was provided
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`(including their job title and professional affiliation); (iv) author(s), including each
`
`Person who prepared or participated in the preparation of the Document (including
`
`their job title and professional affiliation); (v) file name or email subject line for each
`
`such Document; (vi) whether the email Document is a “parent” or attachment;
`
`(vii) subject matter; (viii) basis upon which a privilege, immunity, or other objection
`
`is claimed (including, as applicable, the identity of the lawyer(s) or law firm(s)
`
`purportedly providing or being asked to provide legal advice); (ix) who requested
`
`the legal advice and who is providing such advice; and (x) the Request(s) to which
`
`such Document is responsive. You should identify any attorney on each Document
`
`by providing an asterisk (*) next to his or her name. You should also provide a key
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`players list identifying each individual’s job title and professional affiliation.
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`22.
`
`If You claim privilege, immunity, or any other objection regarding only
`
`part of a Document, produce the part to which there is no claim of privilege,
`
`immunity, or objection and furnish a log identifying each item that is partially
`
`withheld together with the information listed in Instruction 21.
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`23.
`
`If You cannot satisfy any Request, either in whole or in part, You shall
`
`produce Documents to the extent possible, specifying the reason for Your inability
`
`to produce further Documents.
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`24.
`
`If there are no Documents responsive to any particular Request or
`
`subpart thereof, You shall state so in writing.
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`
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`19
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`25.
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`If any Document requested herein was lost, discarded, destroyed,
`
`deleted, or otherwise is no longer in Your possession, custody, or control, state and
`
`specify in detail for each such Document: (i) a description of the type of Document
`
`(e.g., email, letter, agreement, memorandum, etc.); (ii) date; sender; recipient; (iii)
`
`Person to whom the Document (or copies there