CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST
INTELLECTUAL PROPERTY
Proposed Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc. on the New York Stock Exchange
March 21, 2022
Copies to:
Jennifer Kwon — Responsible Partner, Calderwood & Harkness LLP Natasha Forbes — Working Associate, Calderwood & Harkness LLP Marcus Yoon — Chief Financial Officer, Calloway-Briggs Renewables Inc. Priya Anand — Senior Vice President, Finance & Treasurer, Calloway-Briggs Renewables Inc. Dale Renfroe — Chief Operating Officer, Calloway-Briggs Renewables Inc.
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INTRODUCTORY INSTRUCTIONS
This Due Diligence Request List — Intellectual Property (this "Request List") is issued by Calderwood & Harkness LLP ("C&H") on behalf of, and at the direction of, Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of common stock of the Company on the New York Stock Exchange (the "NYSE") at an approximate aggregate offering size of $600,000,000. This Request List forms part of the broader due diligence program being conducted during the due diligence phase running from March 21, 2022 through April 29, 2022.
Purpose. The purpose of this Request List is to obtain the production of documents and information relating to intellectual property, proprietary technology, software (including Supervisory Control and Data Acquisition ("SCADA") systems), trademarks, service marks, trade names, trade secrets, copyrights, patents, licenses, data rights, domain names, and technology agreements held, owned, used, licensed, or controlled by the Company and each of its subsidiaries (together with the Company, collectively referred to herein as the "Company" unless the context requires otherwise). The materials produced in response to this Request List will be reviewed in connection with the preparation of the Company's Registration Statement on Form S-1 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "SEC"), including, without limitation, the Business section, the Risk Factors section, the Description of Capital Stock section, the Management's Discussion and Analysis of Financial Condition and Results of Operations section, and such other portions of the Registration Statement as may be relevant. References to reports or assessments prepared by Greenridge Environmental Sciences LLC, or other consultants, are also noted to the extent such reports involve or relate to the Company's intellectual property.
Subsidiaries. For the avoidance of doubt, this Request List applies to CBR and each of the following direct and indirect subsidiaries of CBR:
1.  CBR Holdings LLC, a Delaware limited liability company
2.  Calloway-Briggs Operating Company LLC, a Texas limited liability company
3.  Solaris West Solar LLC, a Texas limited liability company
4.  Red Mesa Wind Energy LLC, an Oklahoma limited liability company
5.  Painted Rock Solar LLC, an Arizona limited liability company
6.  Pronghorn Wind LLC, a Texas limited liability company
7.  Brazos Energy Storage LLC, a Texas limited liability company
8.  Mesquite Wind Holdings LLC, a Texas limited liability company
9.  Cimarron Solar Development LLC, a New Mexico limited liability company
10.  CBR Development Co. LLC, a Texas limited liability company
If there are additional subsidiaries, joint ventures, special purpose vehicles, or affiliated entities not listed above that hold, own, use, or license any intellectual property material to the Company's business, the Company should include such entities in its response and advise C&H of their existence.
Scope — Geographic. This Request List is global in scope and encompasses all jurisdictions in which the Company conducts operations, including, without limitation, Texas, New Mexico, Arizona, California, and Oklahoma. The Request List also extends to any foreign jurisdictions in which the Company's intellectual property is registered, in which applications for registration are pending, or in which the Company claims rights.
Scope — Temporal. Unless otherwise specified, the time period covered by this Request List runs from the inception of each entity through the date of production. Special emphasis should be given to the current status of all intellectual property assets, agreements, and matters described herein.
Form of Production. The Company is requested to produce copies of all documents and information responsive to the requests set forth below. Where the original document is not available, the Company should produce the best available copy. Where no document exists that is responsive to a particular request, the Company is requested to provide a narrative description of the relevant facts and circumstances in sufficient detail to permit C&H to evaluate the matter for purposes of the Registration Statement disclosure.
Organization of Responses. The Company is requested to organize its responses by category and number them to correspond to the categories and item numbers set forth in this Request List (e.g., documents responsive to Request 1.1 should be labeled "Category I — Item 1.1"). This will facilitate the efficient review and cross-referencing of produced materials.
Deadline for Initial Production. The Company is requested to use commercially reasonable efforts to complete the initial production of responsive documents on or before April 8, 2022, based on the targeted Draft Registration Statement (DRS-1) submission date of April 11, 2022. Where the Company anticipates that certain categories of documents will require additional time to collect, the Company should notify Brendan Walsh or Natasha Forbes promptly so that a supplemental production schedule can be arranged.
Supplementation. The Company's obligation to produce responsive documents and information is a continuing obligation throughout the due diligence period and through the date of effectiveness of the Registration Statement. If, after the initial production, the Company becomes aware of additional responsive documents or information, the Company should promptly produce such materials on a supplemental basis.
Privilege. Nothing in this Request List is intended to require the production of documents or information protected by the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege or protection. If the Company withholds any document on the basis of privilege, the Company should include the document on a privilege log, as described further in the Closing Instructions below. The Company should consult with Sandra Haverford, General Counsel & Corporate Secretary, before producing any document over which a claim of privilege may exist.
Definitions. As used in this Request List, (a) "document" means any writing, record, correspondence, memorandum, agreement, contract, license, certificate, schedule, chart, report, opinion, study, analysis, plan, policy, manual, presentation, spreadsheet, database, electronic file, email, or other recorded information, in whatever form, whether paper or electronic; (b) "agreement" includes any contract, license, letter agreement, memorandum of understanding, term sheet, or binding commitment, whether written or oral; and (c) "material" means, with respect to any item, of a nature or magnitude that would be relevant to a reasonable investor in evaluating the Company's business, financial condition, or prospects, or that would require disclosure under the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.
CATEGORY I: PATENTS AND PATENT APPLICATIONS
1.1. A comprehensive schedule of all patents (including utility patents, design patents, and plant patents) owned by, assigned to, or co-owned by the Company or any of its subsidiaries, in any jurisdiction worldwide. For each patent, the schedule should include the following information:
(a) Patent number;
(b) Title of the patent;
(c) Filing date (application date);
(d) Date of issuance;
(e) Jurisdiction of issuance (e.g., United States Patent and Trademark Office, European Patent Office, or other national or regional patent office);
(f) Names of all named inventors;
(g) Assignee or record owner (specifying which Company entity);
(h) Expiration date (including any terminal disclaimers or patent term adjustments);
(i) Current status (active, lapsed, expired, abandoned, or under reexamination); and
(j) A brief description of the technology covered by the patent.
1.2. A comprehensive schedule of all pending patent applications (both provisional and non-provisional) filed by, on behalf of, or assigned to the Company or any of its subsidiaries, in any jurisdiction worldwide. For each pending application, the schedule should include the following information:
(a) Application number (or serial number);
(b) Title of the application;
(c) Filing date;
(d) Jurisdiction in which the application is pending;
(e) Names of all named inventors;
(f) Assignee or applicant of record (specifying which Company entity);
(g) Current prosecution status (e.g., pending examination, under office action, allowed, appealed, in interference or derivation proceeding); and
(h) A brief description of the claimed technology.
1.3. Copies of all issued patents and published patent applications identified in response to Requests 1.1 and 1.2, including any foreign counterpart patents and applications. Where a patent or application has not yet been published, the Company should produce a copy of the application as filed, to the extent production does not compromise the Company's prosecution strategy.
1.4. Copies of all patent assignment agreements, including any assignments, transfers, or conveyances of patent rights from employees, independent contractors, co-developers, former affiliated entities, predecessors-in-interest, or any other third party to the Company or any of its subsidiaries. This request also encompasses any assignment agreements executed in connection with the internal restructuring or reorganization of the Company's corporate structure.
1.5. A description of the patent prosecution history for each patent and patent application identified in response to Requests 1.1 and 1.2, including:
(a) Copies of or references to all office actions received from any patent office;
(b) Copies of or references to all amendments, responses, and arguments submitted to any patent office;
(c) Copies of or references to any appeals, petitions, or requests for reexamination;
(d) Copies of or references to any inter partes review (IPR), post-grant review (PGR), or covered business method (CBM) review proceedings; and
(e) Any other material communications with any patent office regarding the prosecution of the Company's patent portfolio.
Where production of complete prosecution file histories would be impractical, the Company may instead identify the relevant patent counsel of record and provide access to such files upon request, provided that a summary of material prosecution events is produced.
1.6. Copies of all patent opinions obtained by the Company or any of its subsidiaries, including:
(a) Freedom-to-operate opinions;
(b) Validity opinions;
(c) Infringement opinions;
(d) Non-infringement opinions; and
(e) Any other patent-related legal opinions, analyses, or assessments.
The Company should identify the author and date of each such opinion. The Company should note that production of patent opinions may implicate privilege considerations; accordingly, the Company should consult with Sandra Haverford before producing any such opinions.
1.7. Identification of any patents or patent applications that have been abandoned, allowed to lapse, withdrawn, or disclaimed by the Company or any of its subsidiaries at any time, together with a description of the circumstances giving rise to such abandonment, lapse, withdrawal, or disclaimer, including the reasons for the decision and whether the underlying technology remains in use by the Company.
1.8. A description of any joint development, joint ownership, or co-ownership arrangements relating to patented or patent-pending technology, including identification of the joint owners or co-developers, a description of the subject technology, and a summary of the terms governing the ownership, licensing, enforcement, and commercialization of the jointly owned intellectual property.
1.9. Identification of any continuation applications, continuation-in-part applications, or divisional applications filed in connection with any of the Company's patent applications, including the relationship of each such application to the parent application and the current prosecution status of each.
CATEGORY II: TRADEMARKS, SERVICE MARKS, AND TRADE NAMES
2.1. A comprehensive schedule of all trademarks, service marks, trade names, and trade dress owned by, registered to, or claimed by the Company or any of its subsidiaries, in any jurisdiction worldwide. For each mark, the schedule should include the following information:
(a) Mark (word mark, design mark, or composite mark, with images where applicable);
(b) Registration number (if registered);
(c) Jurisdiction of registration (e.g., USPTO, state trademark offices, or foreign trademark offices);
(d) Filing date;
(e) Registration date;
(f) International class(es) of goods and/or services;
(g) Description of goods and/or services;
(h) Renewal date(s) and status of any required maintenance filings (e.g., Sections 8 and 15 affidavits under the Lanham Act);
(i) Current status (active, pending renewal, cancelled, abandoned);
(j) Registrant entity (specifying which Company entity); and
(k) A brief description of the mark's use in commerce.
The schedule should specifically include, but not be limited to, the "Calloway-Briggs" mark (and any stylized versions thereof), the "CBR" mark (and any stylized versions thereof), and any project-specific names or marks used by the Company, including "Solaris West," "Red Mesa," "Painted Rock," "Pronghorn," "Brazos," "Mesquite," "Cimarron," "Silverleaf," "Copper Basin," and any other project names, product names, or service names used in the Company's business.
2.2. A comprehensive schedule of all pending trademark applications filed by, on behalf of, or assigned to the Company or any of its subsidiaries, in any jurisdiction worldwide. For each pending application, the schedule should include:
(a) Application serial number;
(b) Jurisdiction in which the application is pending;
(c) Filing date;
(d) Description of the mark;
(e) International class(es) of goods and/or services;
(f) Current prosecution status (e.g., under examination, published for opposition, allowed, suspended); and
(g) Applicant entity (specifying which Company entity).
2.3. Copies of all trademark registration certificates, notices of allowance, and filed applications identified in response to Requests 2.1 and 2.2.
2.4. Copies of all trademark assignment agreements, including any assignments, transfers, or conveyances of trademark rights from any person or entity to the Company or any of its subsidiaries, and any assignments of trademark rights among Company entities (including assignments executed in connection with corporate restructurings).
2.5. Copies of all trademark license agreements (both inbound and outbound) to which the Company or any of its subsidiaries is a party, including:
(a) Agreements under which the Company licenses the right to use a third party's trademark;
(b) Agreements under which the Company grants a third party the right to use any of the Company's trademarks;
(c) Any co-existence agreements under which the Company and a third party have agreed to the concurrent use of similar marks;
(d) Any consent-to-use agreements under which the Company has given or received consent to the registration or use of a mark; and
(e) Any settlement agreements that include trademark licensing or co-existence terms.
2.6. A description of any common-law trademark rights claimed by the Company or any of its subsidiaries in any unregistered marks, including a description of the mark, the geographic area of use, the date of first use, the goods or services in connection with which the mark is used, and any evidence of acquired distinctiveness or secondary meaning.
2.7. A description of any trademark opposition proceedings, cancellation proceedings, or infringement proceedings involving any of the Company's marks (whether as petitioner/plaintiff or respondent/defendant), including any such proceedings that are currently pending, that have been threatened but not yet commenced, or that have been concluded within the past five years. For concluded proceedings, the Company should describe the outcome, including any settlement terms.
2.8. A description of the Company's trademark policing and monitoring practices, including:
(a) Any trademark watch-service arrangements (identifying the provider, the marks being watched, and the jurisdictions covered);
(b) Internal procedures for identifying and reporting potential trademark infringement;
(c) A summary of any enforcement actions taken by the Company with respect to unauthorized use of its marks; and
(d) Any policies regarding the use of the Company's marks by employees, contractors, partners, or other third parties.
2.9. Copies of, or a schedule identifying, all internet domain name registrations associated with the Company's trademarks and trade names, including the following information for each domain:
(a) Domain name;
(b) Registrant entity (specifying which Company entity or individual);
(c) Registrar;
(d) Date of registration;
(e) Expiration date;
(f) Auto-renewal status; and
(g) Whether the domain is actively used (and, if so, the nature of its use) or defensively held.
CATEGORY III: COPYRIGHTS
3.1. A comprehensive schedule of all copyright registrations (with the U.S. Copyright Office or any foreign equivalent) owned by or registered to the Company or any of its subsidiaries. For each registration, the schedule should include:
(a) Registration number;
(b) Title of the work;
(c) Author(s) or claimant(s);
(d) Date of first publication (or date of creation, if unpublished);
(e) Date of registration;
(f) Nature of the work (e.g., literary work, computer program, compilation, audiovisual work); and
(g) Current status of the registration.
3.2. Copies of all copyright registration certificates issued by the U.S. Copyright Office or any foreign equivalent with respect to works identified in response to Request 3.1.
3.3. Copies of all copyright assignment agreements under which copyright ownership has been transferred to or from the Company or any of its subsidiaries, including assignments from employees, independent contractors, co-authors, or any third party.
3.4. Copies of all copyright license agreements (both inbound and outbound) to which the Company or any of its subsidiaries is a party, including licenses to reproduce, distribute, display, perform, or create derivative works of any copyrighted material.
3.5. Identification and description of any significant copyrightable works created by or for the Company or any of its subsidiaries that are not the subject of copyright registrations, including, without limitation:
(a) Software (source code and object code);
(b) Technical documentation and specifications;
(c) Operations and maintenance manuals;
(d) Training materials and employee handbooks;
(e) Marketing materials, brochures, white papers, and presentations;
(f) Website content and digital media;
(g) Engineering drawings, schematics, and design documents; and
(h) Research reports, feasibility studies, and analytical models.
For each such work, the Company should describe the nature of the work, the approximate date of creation, the author(s) (whether an employee or contractor), and any agreements governing ownership of the work.
3.6. A description of any copyright infringement claims or disputes (pending, threatened, or concluded) involving the Company or any of its subsidiaries, whether as claimant or defendant, including DMCA takedown notices sent or received, and the current status or resolution of each such matter.
CATEGORY IV: TRADE SECRETS AND PROPRIETARY KNOW-HOW
4.1. A description of the Company's trade secrets and proprietary know-how that are material to its business operations, including, without limitation:
(a) Proprietary project-development methodologies, including processes for identifying, evaluating, and advancing renewable energy project opportunities;
(b) Site-selection algorithms and analytical tools used to assess the viability of potential project sites based on resource quality, land availability, interconnection feasibility, permitting requirements, and economic returns;
(c) Energy-yield forecasting models, including any proprietary models for predicting solar irradiance, wind resource availability, or energy production profiles;
(d) Battery-storage optimization algorithms, including algorithms for charge/discharge cycling, degradation modeling, capacity management, and market participation strategies;
(e) Construction cost-estimation tools, including proprietary databases, benchmarking data, and modeling tools used to estimate the capital expenditure requirements of renewable energy projects;
(f) Operational performance data, including historical generation data, availability metrics, capacity factor analyses, and performance benchmarking across the Company's project portfolio;
(g) Financial models and valuation methodologies specific to renewable energy project development and asset management;
(h) Proprietary procurement processes, supplier qualification criteria, and negotiation strategies; and
(i) Any other proprietary information, processes, formulas, techniques, or compilations of data that derive independent economic value from not being generally known to or readily ascertainable by competitors.
For each category of trade secret or proprietary know-how identified, the Company should provide a general description of the information (without disclosing the substance of the trade secret itself in a manner that would compromise its confidentiality) and an indication of its relative importance to the Company's business.
4.2. A description of the Company's policies and procedures for identifying, protecting, and maintaining the confidentiality of trade secrets, including:
(a) Physical security measures (e.g., restricted-access areas, locked storage, visitor controls);
(b) Electronic access controls (e.g., password protection, multi-factor authentication, role-based access, encryption);
(c) Information-classification systems (e.g., "Confidential," "Highly Confidential," "Restricted," or similar designations);
(d) Employee training programs relating to trade secret protection and confidentiality;
(e) Exit-interview and offboarding procedures for departing employees and contractors to ensure return of confidential materials and acknowledgment of continuing obligations;
(f) Document-marking and handling protocols; and
(g) Any other administrative, technical, or organizational measures implemented to protect the Company's trade secrets.
4.3. Copies of the Company's current standard-form confidentiality and non-disclosure agreement ("NDA") templates, including separate templates (if applicable) for:
(a) Employees;
(b) Independent contractors and consultants;
(c) Vendors and suppliers;
(d) Business partners and counterparties in commercial negotiations;
(e) Potential acquirers or investors; and
(f) Any other categories of NDA used by the Company.
4.4. A schedule of all executed confidentiality and non-disclosure agreements that relate to the Company's proprietary technology or trade secrets, identifying the counterparty, the date of execution, the general subject matter of the agreement, and any key terms (including term, scope of use restrictions, and any exceptions or carve-outs from confidentiality obligations).
4.5. A description of any known or suspected misappropriation of the Company's trade secrets, including:
(a) Any claims or lawsuits filed by the Company alleging misappropriation of its trade secrets;
(b) Any internal investigations conducted by the Company relating to suspected misappropriation;
(c) Any instances of unauthorized disclosure, theft, or copying of the Company's confidential or proprietary information by employees, contractors, or third parties; and
(d) The current status or resolution of each such matter.
4.6. A description of any trade secrets or proprietary know-how received by the Company from third parties under confidentiality obligations, including a general description of the nature of the information, the identity of the third party, and the terms under which the information was received. This request is intended to identify potential third-party trade secret exposure, including any obligations that may restrict the Company's use of such information.
CATEGORY V: SOFTWARE — PROPRIETARY
5.1. A description of all proprietary software developed by or for the Company or any of its subsidiaries, including the following information for each software application or system:
(a) Name of the software;
(b) Functional description (i.e., what the software does and how it is used in the Company's business);
(c) Current version number;
(d) Date of initial development or deployment;
(e) Date of the current version;
(f) Developer (whether developed internally by Company personnel, or developed externally by a third-party contractor, and if externally, the identity of the developer);
(g) Primary programming language(s) and technology stack;
(h) Whether the software is used solely for internal purposes or is also commercially distributed, licensed, or made available to third parties; and
(i) The business function(s) served by the software (e.g., SCADA, energy management, project development, financial modeling, asset management, reporting, data analytics).
This request specifically encompasses all SCADA systems and related software used to monitor, control, and manage the Company's solar, wind, and battery-storage assets, as well as any proprietary tools used for energy-yield forecasting, resource assessment, performance optimization, dispatch optimization, grid-interconnection modeling, or construction management.
5.2. Copies of all agreements relating to the development of proprietary software, including:
(a) Internal development team documentation (e.g., project charters, specifications, architecture documents);
(b) Work-for-hire agreements with third-party developers;
(c) Software development agreements and statements of work;
(d) Contractor or consultant agreements under which software was developed for the Company; and
(e) Any agreements with universities, research institutions, or government agencies relating to software development.
5.3. A description of the Company's source-code management practices, including:
(a) Version control systems used (e.g., Git, SVN, Mercurial);
(b) Repository hosting (e.g., internal servers, cloud-based services such as Aldermere Data Systems, Aldermere Software, or Strathmore Solutions);
(c) Access restrictions and permissions governing access to source code;
(d) Backup and disaster-recovery procedures for source code;
(e) Any source-code escrow arrangements (covered in more detail in Request 5.5 below); and
(f) Change-management and release-management procedures.
5.4. Identification of any open-source software components incorporated into or used in connection with the Company's proprietary software. For each open-source component, the Company should identify:
(a) The name and version of the open-source component;
(b) The applicable open-source license (e.g., GNU General Public License (GPL), GNU Lesser General Public License (LGPL), MIT License, Apache License 2.0, BSD License, Mozilla Public License, or other);
(c) How the open-source component is used (e.g., linked, compiled, distributed, modified, or incorporated);
(d) Whether the open-source license imposes copyleft or reciprocal licensing obligations that may affect the Company's proprietary code;
(e) Compliance measures taken by the Company to satisfy the terms of the applicable open-source license (e.g., attribution, source-code availability, license notices); and
(f) Any open-source governance policies or procedures maintained by the Company.
5.5. A description of any source-code escrow agreements to which the Company is a party (whether as depositor or beneficiary), including the identity of the escrow agent, the software deposited, the release conditions, and the current status of each escrow arrangement.
5.6. Documentation of any software audits (internal or external) conducted within the past three years, including audits of open-source license compliance, code-quality reviews, security audits, and any audits conducted by or on behalf of third-party licensors.
5.7. A description of any proprietary software that is licensed, sold, or distributed to third parties, including the identity of the licensees or customers, the terms of the license (e.g., subscription, perpetual, per-project), the revenue generated therefrom (in each of the past three fiscal years and year-to-date), and the relative importance of such revenue to the Company's overall business.
CATEGORY VI: SOFTWARE — THIRD-PARTY LICENSES (INBOUND)
6.1. A comprehensive schedule of all third-party software licenses held by the Company or any of its subsidiaries. For each license, the schedule should include:
(a) Licensor name;
(b) Software name and description;
(c) License type (e.g., perpetual, term, subscription, Software-as-a-Service (SaaS), site license, per-seat/per-user, enterprise);
(d) Effective date of the license agreement;
(e) Expiration date and renewal terms (including auto-renewal provisions);
(f) Annual license fees or subscription fees;
(g) Permitted uses and any use restrictions;
(h) Number of authorized users or seats (if applicable); and
(i) The Company entity that is the licensee.
This request specifically includes, but is not limited to, licenses for the following categories of software:
•  SCADA platforms and supervisory control systems;
•  Energy management systems (EMS);
•  Generation forecasting tools;
•  Asset performance management (APM) software;
•  Grid-interconnection modeling and power-systems analysis tools;
•  Enterprise resource planning (ERP) systems;
•  Customer relationship management (CRM) systems;
•  Financial planning and accounting software;
•  Human resources information systems (HRIS);
•  Geographic information systems (GIS);
•  Document management and collaboration platforms; and
•  Cybersecurity and network-monitoring tools.
6.2. Copies of all material third-party software license agreements identified in response to Request 6.1. For purposes of this request, a software license agreement is "material" if (a) the annual license fees exceed $50,000, (b) the software is critical to the Company's operations (as described in Request 6.5), (c) the agreement contains change-of-control or assignment provisions (as described in Request 6.3), or (d) the agreement is otherwise significant to the Company's business.
6.3. Identification of any third-party software licenses that contain change-of-control provisions, assignment restrictions, or consent requirements that may be triggered by the IPO or by a subsequent change of ownership of the Company. For each such license, the Company should describe:
(a) The relevant provision (with a reference to the applicable section of the agreement);
(b) The specific triggering event (e.g., IPO, change of majority ownership, change of control, assignment by operation of law);
(c) Whether consent is required and, if so, from whom;
(d) The consequences of a triggering event (e.g., termination right, renegotiation right, fee adjustment); and
(e) Whether the Company has obtained or is in the process of obtaining any required consents or waivers.
6.4. A description of any current or past disputes with third-party software licensors, including:
(a) Claims of breach of license terms by either party;
(b) Audit demands by licensors and the results of any such audits;
(c) License-fee disputes or pricing disagreements;
(d) Service-level disputes; and
(e) The current status or resolution of each such dispute.
6.5. Identification of any third-party software that is critical to the Company's operations, for which no reasonable substitute is available on commercially reasonable terms or within a reasonable timeframe. For each such application, the Company should describe the function it serves, the business impact if the license were terminated or not renewed, and any contingency plans the Company has in place.
CATEGORY VII: SCADA SYSTEMS AND OPERATIONAL TECHNOLOGY
7.1. A detailed description of all SCADA systems and operational technology (OT) platforms deployed across the Company's project portfolio. For each system or platform, the Company should provide:
(a) Vendor or developer name;
(b) System or platform name and version;
(c) Date of initial deployment;
(d) Date of most recent upgrade or update;
(e) The specific projects or facilities served by the system; and
(f) A functional description of the system's capabilities (e.g., real-time monitoring, remote control, alarm management, data acquisition, performance analytics, predictive maintenance).
This request covers all SCADA and OT systems deployed at the following operating assets and projects under construction:
7.2. A description of the Company's ownership interest in and rights to SCADA data, performance data, meteorological data, and other operational data generated by its projects, including:
(a) Whether the Company owns such data outright or shares ownership or access rights with third parties (e.g., SCADA vendors, off-takers, grid operators, joint-venture partners);
(b) Any contractual provisions that grant third parties rights to access, use, copy, or commercialize such data;
(c) Any restrictions on the Company's ability to use, transfer, or monetize such data; and
(d) Any regulatory requirements affecting the ownership or sharing of operational data (e.g., requirements of ERCOT, SPP, WECC, or other regional transmission organizations or independent system operators).
7.3. Copies of all SCADA vendor agreements, including:
(a) Master purchase agreements and license agreements;
(b) Maintenance and support contracts (including service-level agreements);
(c) Software-update and upgrade agreements;
(d) Hardware supply and warranty agreements;
(e) Professional services agreements (e.g., for implementation, commissioning, customization, or training); and
(f) Any amendments, change orders, or supplements to the foregoing.
7.4. A description of any customization, modification, or enhancement of third-party SCADA systems performed by or for the Company, including:
(a) The nature and scope of the customization;
(b) Whether the customization was performed by Company personnel or by a third-party contractor;
(c) Any intellectual property rights arising from the customization (including ownership of any custom code, configurations, algorithms, or integrations); and
(d) Any contractual provisions governing the ownership and use of such customizations.
7.5. A description of cybersecurity measures applicable to the Company's SCADA and OT systems, including:
(a) Network architecture and segmentation (e.g., separation of OT networks from IT networks);
(b) Access controls and authentication mechanisms;
(c) Intrusion detection and prevention systems;
(d) Patch management and vulnerability management practices;
(e) Incident response plans specific to OT environments;
(f) Compliance with NERC Critical Infrastructure Protection (CIP) standards, to the extent applicable to the Company's facilities, including identification of which facilities are subject to NERC CIP requirements and the Company's current compliance status; and
(g) Any third-party cybersecurity assessments or penetration testing conducted with respect to the Company's SCADA and OT systems within the past three years.
7.6. A description of any SCADA system failures, cybersecurity incidents, or data breaches affecting the Company's operational technology within the past five years, including:
(a) The nature and duration of the failure or incident;
(b) The affected project(s) or facility(ies);
(c) The impact on operations, generation, or revenues;
(d) The root cause (to the extent determined);
(e) Remedial actions taken;
(f) Any regulatory notifications made or required; and
(g) Any resulting claims, losses, or regulatory actions.
CATEGORY VIII: TECHNOLOGY AGREEMENTS AND JOINT DEVELOPMENT
8.1. Copies of all technology development agreements, joint development agreements, collaborative research agreements, and co-development agreements to which the Company or any of its subsidiaries is a party. This request encompasses agreements relating to the development of software, hardware, processes, systems, or any other technology, regardless of whether the counterparty is a commercial entity, a university or research institution, a governmental entity, or another renewable energy developer or operator.
8.2. Copies of all technology transfer agreements (both inbound and outbound) to which the Company or any of its subsidiaries is a party, including agreements for the transfer of patented technology, unpatented technology, manufacturing know-how, technical data, or other proprietary technical information.
8.3. Copies of all technology services agreements under which the Company provides or receives technology-related services (other than standard IT infrastructure support and maintenance), including agreements for custom software development, systems integration, technology consulting, engineering services, and technical advisory services.
8.4. A description of any strategic technology partnerships or alliances to which the Company is a party, including partnerships or alliances with:
(a) Solar panel manufacturers (e.g., for panel testing, performance optimization, or next-generation technology development);
(b) Wind turbine manufacturers (e.g., for turbine performance optimization, blade design, or predictive maintenance);
(c) Battery storage system manufacturers and integrators (e.g., for battery management system optimization, degradation modeling, or thermal management);
(d) Grid operators, transmission companies, or utilities (e.g., for grid-integration technology, virtual power plant platforms, or demand-response systems);
(e) Research institutions or national laboratories (e.g., for collaborative research on renewable energy technologies, energy storage, or grid modernization); and
(f) Any other technology partners whose relationship involves the development, sharing, or commercialization of technology or intellectual property.
For each such partnership or alliance, the Company should describe the scope and objectives of the arrangement, the respective contributions of the parties, and any IP-related terms (including ownership, licensing, and commercialization rights).
8.5. Identification of any intellectual property rights created under joint development or collaborative research arrangements, and a description of how ownership of such IP rights is allocated between the parties. Where IP ownership is shared or divided, the Company should identify any restrictions on each party's right to use, license, or enforce the jointly developed IP.
CATEGORY IX: INBOUND LICENSES — NON-SOFTWARE
9.1. A comprehensive schedule of all non-software technology license agreements under which the Company or any of its subsidiaries is a licensee, including licenses for patented technology, proprietary processes, proprietary formulas, or proprietary databases. For each such license, the Company should identify the licensor, a description of the licensed technology, the license terms (including exclusivity, territory, field of use, term, and fees), and the Company entity that is the licensee. Copies of all such agreements should be produced.
9.2. A comprehensive schedule of all data-license agreements under which the Company or any of its subsidiaries is a licensee, including, without limitation, licenses for:
(a) Meteorological data (e.g., historical weather data, real-time weather feeds);
(b) Solar irradiance data (e.g., global horizontal irradiance (GHI), direct normal irradiance (DNI), diffuse horizontal irradiance (DHI));
(c) Wind-resource data (e.g., mast data, lidar data, mesoscale model outputs);
(d) Geospatial data (e.g., satellite imagery, topographic data, land-use data, parcel data);
(e) Grid and market data (e.g., locational marginal prices, congestion data, curtailment data); and
(f) Any other third-party data used by the Company for project development, resource assessment, financial modeling, or operations.
For each data-license agreement, the Company should provide the licensor, a description of the data licensed, the license terms, and the annual fees. Copies of all such agreements should be produced.
9.3. Identification of any non-software inbound licenses (whether for technology or data) that contain change-of-control provisions, assignment restrictions, or consent requirements that may be triggered by the IPO or by a subsequent change of ownership of the Company. The Company should provide the same information as described in Request 6.3 above with respect to each such provision.
CATEGORY X: OUTBOUND LICENSES
10.1. A comprehensive schedule of all agreements under which the Company or any of its subsidiaries has licensed, sublicensed, or otherwise granted rights in its intellectual property (including patents, trademarks, copyrights, trade secrets, software, or data) to third parties. Copies of all such agreements should be produced. For each agreement, the Company should identify:
(a) The licensee;
(b) The IP rights granted;
(c) The type of license (exclusive, non-exclusive, sole);
(d) The territory and field of use;
(e) The term and termination provisions;
(f) The fee structure (royalty, lump sum, subscription, or otherwise); and
(g) Any sublicensing rights granted.
10.2. Identification of any exclusivity provisions, territorial restrictions, or field-of-use limitations contained in the Company's outbound license agreements, and a description of how such provisions may affect the Company's ability to use, license, or commercialize its own IP in the future.
10.3. A description of any royalty or licensing revenue received by the Company from outbound IP licenses, including the aggregate amount of such revenue in each of the past three fiscal years and year-to-date, broken down by license agreement (to the extent practicable).
CATEGORY XI: IP ASSIGNMENTS — EMPLOYEE AND CONTRACTOR
11.1. Copies of the Company's current standard form of employee invention-assignment and IP-assignment agreement. If the Company has used different forms at different times or for different categories of employees, copies of all such forms should be produced, together with an indication of the time period and employee population to which each form applies.
11.2. Copies of the Company's current standard form of contractor or consultant IP-assignment agreement (including any work-for-hire clause, assignment clause, or similar provision). If the Company has used different forms for different categories of contractors or consultants, copies of all such forms should be produced.
11.3. A schedule of all current employees and contractors who are involved in software development, technology development, research and development, engineering, or other activities that may result in the creation of intellectual property, indicating for each individual:
(a) Name and title/role;
(b) Company entity by which the individual is employed or engaged;
(c) Whether the individual has executed the Company's standard invention-assignment agreement;
(d) The date of execution of the invention-assignment agreement; and
(e) Whether the individual has any pre-existing IP obligations to a former employer or other third party that may affect the Company's rights.
11.4. Identification of any employees or contractors who have refused to sign the Company's invention-assignment agreement, or who are subject to exceptions, carve-outs, limitations, or reservations from the Company's standard invention-assignment provisions. For each such individual, the Company should describe the nature and scope of the exception or carve-out and its potential impact on the Company's IP ownership.
11.5. Copies of any agreements under which the Company has acquired intellectual property from former employers, former affiliates, or other entities associated with its employees, including any agreements to resolve potential ownership disputes or to obtain releases of prior-employer claims.
CATEGORY XII: IP-RELATED DISPUTES, CLAIMS, AND PROCEEDINGS
12.1. A description of all pending, threatened, or concluded IP-related litigation, arbitration, mediation, administrative proceedings, or other dispute-resolution proceedings involving the Company or any of its subsidiaries (whether as plaintiff, defendant, complainant, respondent, or third party), including, without limitation:
(a) Patent infringement claims;
(b) Trademark infringement, dilution, or unfair-competition claims;
(c) Copyright infringement claims;
(d) Trade-secret misappropriation claims;
(e) Software licensing disputes;
(f) Technology-agreement disputes;
(g) Domain-name disputes;
(h) Open-source license compliance disputes; and
(i) Any other proceeding involving the Company's IP rights or the IP rights of third parties asserted against the Company.
For each such matter, the Company should provide the caption (if a legal proceeding has been filed), the forum, the parties, a brief description of the claims and the relief sought, the current status, and (for concluded matters) the outcome, including any settlement terms.
12.2. Copies of all demand letters, cease-and-desist letters, notices of infringement, and similar correspondence sent by or received by the Company or any of its subsidiaries within the past five years that relate to any intellectual property matter.
12.3. A description of any indemnification obligations of the Company or any of its subsidiaries arising from IP-related claims, including indemnification obligations under:
(a) License agreements (both inbound and outbound);
(b) Engineering, procurement, and construction (EPC) contracts;
(c) Vendor and supply agreements;
(d) Technology services agreements;
(e) Joint development agreements; and
(f) Any other agreements under which the Company has agreed to indemnify a third party against IP-related claims.
12.4. A description of any indemnification rights held by the Company or any of its subsidiaries against third parties for IP-related claims, including indemnification rights under the categories of agreements described in Request 12.3 above.
12.5. A description of any IP-related insurance coverage maintained by the Company or any of its subsidiaries, including IP-infringement defense insurance, IP-infringement liability insurance, or any other insurance coverage that provides protection against IP-related claims. For each such policy, the Company should identify the insurer, the policy number, the coverage limits, the deductible or retention, the premium, and the term of the policy.
CATEGORY XIII: DOMAIN NAMES AND INTERNET ASSETS
13.1. A comprehensive schedule of all internet domain names registered to or on behalf of the Company or any of its subsidiaries. For each domain name, the schedule should include:
(a) Domain name;
(b) Registrant entity (specifying which Company entity or individual);
(c) Registrar;
(d) Date of registration;
(e) Expiration date;
(f) Auto-renewal status (i.e., whether the domain is set to auto-renew);
(g) Whether the domain is actively used (and, if so, the URL to which it resolves or redirects); and
(h) Whether the domain is held for defensive or protective purposes.
13.2. A description of any domain-name disputes involving the Company or any of its subsidiaries, including:
(a) Uniform Domain-Name Dispute-Resolution Policy (UDRP) proceedings;
(b) Cybersquatting claims under the Anticybersquatting Consumer Protection Act (ACPA) or equivalent foreign statutes;
(c) Any other administrative or judicial proceedings relating to domain names; and
(d) The current status or resolution of each such dispute.
13.3. A description of the Company's social media accounts and handles across all major platforms (e.g., Westmark Health IT, Ashford Systems, Kestrel Services Inc., Northpoint Services Inc., Crowne Albany Partners LLC, and any others), including:
(a) The account name and handle;
(b) The platform;
(c) The entity or individual that owns or administers the account;
(d) The date the account was created;
(e) Access controls (i.e., which individuals have administrative access); and
(f) Any disputes or incidents relating to social media accounts (e.g., unauthorized access, impersonation, takedown requests).
CATEGORY XIV: GOVERNMENT GRANTS, INCENTIVES, AND IP ENCUMBRANCES
14.1. A description of any government grants, subsidies, tax incentives, or other government-funded programs received by the Company or any of its subsidiaries that impose obligations or restrictions relating to intellectual property, including, without limitation:
(a) March-in rights or other government-use rights;
(b) Government-purpose license rights;
(c) Reporting and disclosure obligations relating to inventions or technical data;
(d) Restrictions on the foreign licensing or transfer of government-funded technology;
(e) Requirements for domestic manufacture or performance;
(f) Requirements to share research results or technical data with government agencies; and
(g) Any conditions imposed under the Bayh-Dole Act, the Federal Acquisition Regulation (FAR), or equivalent state or local provisions.
14.2. A description of any encumbrances on the Company's IP assets, including any liens, security interests, pledges, mortgages, or other encumbrances granted by the Company or any of its subsidiaries in their intellectual property. This request specifically encompasses any IP encumbrances granted to lenders under the Company's existing financing arrangements, including, without limitation:
(a) The Veltrano National Bank credit facilities, consisting of:
(i) The $400,000,000 senior secured revolving credit facility (the "Revolver"); and
(ii) The $650,000,000 senior secured term loan B (the "Term Loan B");
(b) The Prairie Commercial Bank construction financing facilities, consisting of:
(i) The $165,000,000 construction loan for the Mesquite Wind project; and
(ii) The $143,000,000 construction loan for the Cimarron Solar project; and
(c) Any other financing arrangements under which the Company has granted security interests or other encumbrances in its IP assets.
For each encumbrance, the Company should identify the secured party, the agreement under which the encumbrance was granted (with specific section references), the IP assets subject to the encumbrance, and any UCC financing statements or other public filings.
14.3. A description of any IP-related covenants or restrictive provisions contained in the Company's financing agreements, including, without limitation:
(a) Restrictions on the transfer, sale, or assignment of IP assets;
(b) Restrictions on the licensing, sublicensing, or encumbrance of IP assets;
(c) Restrictions on the abandonment or failure to maintain IP assets;
(d) Requirements to maintain the validity, enforceability, or registration of IP assets;
(e) Notification requirements relating to IP matters (e.g., notice of threatened or actual infringement claims); and
(f) Any other IP-related negative covenants or affirmative covenants.
CATEGORY XV: DATA PRIVACY AND DATA OWNERSHIP
15.1. A description of the Company's data-collection practices relating to operational data, customer data, employee data, and third-party data, to the extent such data constitutes or relates to the Company's intellectual property. This description should address:
(a) The categories of data collected;
(b) The sources of the data;
(c) The purposes for which the data is collected and used;
(d) The systems and platforms used to collect, store, and process the data;
(e) The retention period for each category of data; and
(f) Any applicable regulatory requirements (e.g., under the California Consumer Privacy Act (CCPA), the Texas Identity Theft Enforcement and Protection Act, or other state or federal data-protection laws).
15.2. Copies of the Company's data-privacy policy, data-security policy, data-retention policy, and any related policies or procedures governing the handling of data that constitutes or relates to the Company's intellectual property, including any employee-facing policies and externally published privacy notices.
15.3. A description of any data-sharing agreements to which the Company or any of its subsidiaries is a party with utilities, grid operators (e.g., ERCOT, SPP, CAISO, WECC), off-takers, governmental entities, or other third parties, to the extent such agreements may affect the Company's IP rights in operational data, performance data, or other proprietary data. For each such agreement, the Company should describe the data being shared, the recipient, the permitted uses, and any restrictions on the Company's ownership or use of the data.
15.4. A description of any data breaches, unauthorized access incidents, ransomware attacks, or other data-security incidents within the past five years that involved or may have involved the Company's proprietary data, intellectual property, trade secrets, or other confidential information. For each such incident, the Company should describe:
(a) The nature and scope of the incident;
(b) The data or systems affected;
(c) The date of discovery and the duration of the incident;
(d) The root cause (to the extent determined);
(e) Remedial and corrective actions taken;
(f) Any regulatory notifications made or required;
(g) Any notifications made to affected individuals or third parties; and
(h) Any resulting claims, losses, regulatory actions, or proceedings.
CATEGORY XVI: IP DUE DILIGENCE — MISCELLANEOUS
16.1. A description of any IP-related due diligence conducted by the Company or any of its subsidiaries in connection with past acquisitions, investments, asset purchases, or project purchases, including a summary of the scope and findings of such diligence. Copies of any IP due-diligence reports, memoranda, or summaries prepared in connection with such transactions should be produced, subject to applicable privilege considerations.
16.2. A description of any pending or contemplated changes to the Company's IP portfolio, including:
(a) Planned patent filings or trademark filings;
(b) Planned abandonments or non-renewals of existing IP registrations;
(c) Pending assignments or transfers of IP rights;
(d) Planned development of new proprietary technology or software; and
(e) Any other anticipated changes to the Company's IP position that may be material to the Offering.
16.3. An organizational chart or schedule identifying the entity within the Company's corporate structure that owns each category of intellectual property (broken down by subsidiary). This schedule should clearly identify which entity holds title to each patent, trademark registration, copyright registration, domain name, software, and trade secret, and should identify any planned transfers of IP ownership in connection with the IPO or the Company's ongoing corporate restructuring.
16.4. Identification of the key personnel responsible for IP management and strategy within the Company, including:
(a) The individual(s) with overall responsibility for IP strategy and portfolio management;
(b) The individual(s) responsible for trade-secret protection and information security;
(c) The individual(s) responsible for software development and technology management;
(d) The individual(s) responsible for SCADA and operational-technology management;
(e) Outside patent counsel and trademark counsel (if any); and
(f) The reporting structure for IP-related matters within the Company's management hierarchy.
16.5. A description of any IP-related insurance policies maintained by the Company or any of its subsidiaries, beyond standard directors' and officers' (D&O) liability insurance and comprehensive general liability insurance, including:
(a) IP-infringement defense insurance;
(b) IP-infringement liability insurance;
(c) IP-asset-value insurance (covering diminution in value of the Company's IP portfolio);
(d) Cyber-liability insurance (to the extent it covers IP-related losses); and
(e) Any other specialty insurance covering IP risks.
For each such policy, the Company should identify the insurer, the policy number, the coverage limits, the deductible or retention, the annual premium, and the term of the policy.
16.6. Any other documents, agreements, records, information, or materials that may be material to an understanding of the Company's intellectual property position, strategy, risks, or obligations that are not covered by the foregoing categories. The Company is encouraged to produce any additional materials that, in its judgment, would be relevant to a prospective investor's evaluation of the Company's IP assets and IP-related risks.
CLOSING INSTRUCTIONS AND SUBMISSION LOGISTICS
Virtual Data Room. All documents produced in response to this Request List should be uploaded to the virtual data room (the "VDR") established for this engagement. Access credentials for the VDR have been provided separately to Sandra Haverford and the designated members of the Company's deal team. If additional access credentials are required for Company personnel who will be assisting with the production, please contact Brendan Walsh.
Organization of Documents. Documents should be organized within the VDR by category number corresponding to this Request List. A folder structure corresponding to Categories I through XVI has been established in the VDR. Within each category folder, documents should be labeled with the applicable item number (e.g., "1.1 — Patent Schedule," "2.3 — Trademark Registration Certificates"). Where a single document is responsive to more than one request, the document should be placed in the most relevant category folder, with a cross-reference noted in the other applicable category folder(s).
Privileged Materials. To the extent that documents responsive to this Request List are protected by the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege or protection, such documents should not be produced without the prior approval of Sandra Haverford, General Counsel & Corporate Secretary. Any documents withheld on the basis of privilege should be identified on a privilege log that includes (a) the date of the document, (b) the author and recipient(s), (c) a general description of the subject matter (without disclosing privileged content), and (d) the privilege(s) asserted. The privilege log should be produced to C&H concurrently with the initial document production.
Narrative Descriptions. Where a narrative description is requested (or is provided in lieu of a document), the Company should provide such description in a memorandum uploaded to the applicable category folder in the VDR, labeled with the applicable item number.
Follow-Up Requests. C&H reserves the right to issue supplemental or follow-up requests based on its initial review of the materials produced in response to this Request List. The Company should expect that additional requests may be issued as the due diligence review progresses and as the drafting of the Registration Statement advances.
Questions.