CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
CONFIDENTIAL — ATTORNEY WORK PRODUCT SUBJECT TO LOI CONFIDENTIALITY PROVISIONS (Ref: NTP-CFN-LOI-2025-001)
DUE DILIGENCE REQUEST LIST
Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC
Date: March 3, 2025 C&H Matter No.: 1022-00006 Billing No.: 78432.001
This Due Diligence Request List and all information contained herein are strictly confidential and are subject to the confidentiality provisions set forth in the Letter of Intent dated January 22, 2025 between Northgate Telecommunications PLC and Cascadia Fiber Networks, Inc. (Reference: NTP-CFN-LOI-2025-001). This document constitutes attorney work product prepared in anticipation of the proposed Transaction and is protected by the attorney work product doctrine. Distribution of this document is limited to the addressees and their authorized representatives.
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INTRODUCTORY INSTRUCTIONS AND GENERAL GUIDELINES
This Due Diligence Request List (this "Request List") is issued by Calderwood & Harkness LLP ("C&H"), counsel to Northgate Telecommunications PLC ("Northgate" or "NTP"), in connection with the legal due diligence investigation of Cascadia Fiber Networks, Inc. ("Cascadia" or the "Company"), a Delaware corporation (DE File No. 5197843) headquartered at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, in connection with the proposed acquisition of all of the outstanding equity interests of the Company by Northgate through a forward merger under Section 251 of the Delaware General Corporation Law (the "DGCL") (the "Transaction").
The Transaction is being conducted pursuant to that certain Letter of Intent dated January 22, 2025 (Reference: NTP-CFN-LOI-2025-001) between Northgate and the Company (the "LOI"), and all documents and information produced in response to this Request List shall be subject to the confidentiality provisions set forth therein.
We respectfully request that Cascadia and its counsel, Whitmore, Kessler & Braun LLP ("WKB"), 1120 SW Quelston Street, Suite 800, Portland, OR 97205, produce all responsive documents and information by uploading them to the virtual data room (the "Data Room") established for this Transaction. Access credentials and instructions for the Data Room will be provided separately. Detailed document delivery instructions are set forth in Appendix A to this Request List.
The following general instructions apply to all categories of documents and information requested herein:
1. Time Period. Unless otherwise specified with respect to a particular request, all documents and information should cover the period from the Company's founding in 2011 through the date of production. Where a specific lookback period is identified for a particular request (e.g., "past three fiscal years" or "past five years"), that shorter period shall govern for that request item only.
2. Completeness of Production. All documents produced should include, without limitation, all amendments, supplements, restatements, modifications, waivers, side letters, exhibits, schedules, and ancillary agreements related thereto. Where a document has been amended or restated, both the original and all subsequent versions should be produced.
3. Ongoing Supplementation Obligation. The Company and WKB are requested to supplement the production on a rolling basis as new documents or information become available. This obligation to supplement shall continue through and including the date of signing of the definitive merger agreement (currently targeted for April 7, 2025) and through the anticipated closing of the Transaction (currently estimated for August 2025). If any document or information previously produced becomes materially inaccurate or incomplete, the Company should promptly notify C&H of such change and produce corrected or supplemental materials.
4. Privilege Logs. To the extent any documents responsive to this Request List are withheld on the basis of attorney-client privilege, work product protection, or any other applicable privilege or protection, we request that the Company prepare and produce a privilege log identifying each withheld document with sufficient specificity to permit assessment of the privilege claim, including: (a) the date of the document; (b) the author(s) and recipient(s); (c) the general subject matter of the document; (d) the number of pages; and (e) the specific privilege or protection asserted.
5. Index and Schedule Format. For certain categories of requests, particularly those relating to contracts, litigation, real property, and intellectual property, we request that the Company prepare and produce an index or schedule in spreadsheet format (Microsoft Excel or comparable) that identifies and summarizes each responsive item and cross-references it to the corresponding uploaded document in the Data Room. Detailed formatting instructions are set forth in Appendix A.
6. Third-Party and Subsidiary Documents. Where any request calls for documents or information relating to the Company's subsidiaries, affiliates, joint ventures, or minority interests, such documents and information should be produced to the same extent as documents and information relating to the Company itself, unless otherwise noted.
7. Definitions. Capitalized terms used throughout this Request List and not otherwise defined herein shall have the meanings ascribed to them in Appendix B (Defined Terms).
8. Contact Information. All questions regarding this Request List, including requests for clarification, should be directed to:
Andrew Fitzpatrick, Lead Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 558-4000
Email: afitzpatrick@calderwoodharkness.com
Naomi Petersen, Working Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 558-4000
Email: npetersen@calderwoodharkness.com
This Request List is not intended to be exhaustive, and the submission of this Request List does not limit in any way the scope of C&H's or Northgate's due diligence investigation. C&H reserves the right to submit additional or supplemental requests as the due diligence process proceeds and as additional information comes to light. The categories and items below are organized for convenience of reference and do not reflect any prioritization or relative importance of the requested materials.
CATEGORY I — CORPORATE ORGANIZATION AND GOOD STANDING
1.1 Certificate of incorporation (including the original certificate of incorporation and all subsequent certificates of amendment, certificates of correction, certificates of merger, restated certificates of incorporation, and certificates of designation, if any) for Cascadia Fiber Networks, Inc. (Delaware Secretary of State File No. 5197843) and for each direct and indirect subsidiary of the Company, regardless of jurisdiction of organization.
1.2 Bylaws (current effective version and all prior versions, together with all amendments thereto) for the Company and for each direct and indirect subsidiary of the Company.
1.3 Certificates of good standing (or certificates of existence, as applicable) from the Delaware Secretary of State for the Company, and certificates of good standing, qualification, or authority from the Secretary of State (or equivalent office) of each state in which the Company is qualified to do business as a foreign corporation, including but not limited to the States of Oregon, Washington, Idaho, and Nevada. To the extent the Company is qualified to do business in any additional states or jurisdictions not listed above, certificates of good standing or equivalent documentation from such jurisdictions should also be produced. All such certificates should be dated within thirty (30) days of the date of production.
1.4 A complete list of all direct and indirect subsidiaries, affiliates, and entities in which the Company holds an equity interest (whether majority, minority, or otherwise), including for each such entity: (a) the legal name; (b) the jurisdiction of organization or formation; (c) the type of entity (corporation, limited liability company, limited partnership, etc.); (d) the ownership percentage held by the Company and/or its subsidiaries; (e) the names and titles of all current officers and directors (or managers, general partners, etc., as applicable); and (f) a brief description of the principal business activities of such entity.
1.5 A current organizational chart showing the complete corporate structure of the Company and all of its subsidiaries, affiliates, joint ventures, and minority interests, depicting the ownership percentages and the chain of ownership from the Company's stockholders through all subsidiaries and other entities. The organizational chart should clearly identify each entity by name and jurisdiction and should distinguish between wholly-owned subsidiaries, majority-owned subsidiaries, minority interests, and joint ventures.
1.6 Complete and executed copies of the minutes of all meetings of the board of directors of the Company (the board currently consisting of Derek Holmgren, Priya Ramachandran, Clive Atherton, Rebecca Montrose, Gerald Foss, and Diane Okamoto) and all committees of the board of directors (including, without limitation, audit committees, compensation committees, nominating and governance committees, and any special committees) for the past five (5) years, together with copies of all written consents in lieu of meetings adopted by the board of directors or any committee thereof during such period. All agenda materials, board packages, presentations, and exhibits referenced in or distributed in connection with such meetings should also be produced to the extent available.
1.7 Complete and executed copies of the minutes of all meetings of stockholders of the Company for the past five (5) years, together with copies of all written consents in lieu of meetings executed by the stockholders of the Company during such period, including all related notice materials, proxy statements (if any), and any attachments or exhibits thereto.
1.8 A current list of all officers and directors of the Company and each subsidiary, including each individual's full legal name, title or position, date of initial appointment or election to such position, and the term of service (including any expiration date, if applicable). The list should also identify any officer or director who has resigned, been removed, or otherwise ceased to serve in such capacity within the past three (3) years, together with the date and circumstances of such departure.
1.9 Copies of all certificates of authority, certificates of registration, or similar filings evidencing the Company's qualification to transact business as a foreign corporation in each state of operation, including the States of Oregon, Washington, Idaho, and Nevada, together with any renewal filings, amendments, or annual report filings made in connection therewith.
1.10 Copies of all powers of attorney, agency agreements, or similar instruments currently in effect pursuant to which any person or entity is authorized to act on behalf of the Company or any subsidiary in any capacity, whether general or limited in scope.
1.11 A schedule identifying the registered agent for service of process for the Company and each subsidiary in each jurisdiction of incorporation or qualification, including the name and address of such registered agent. We understand that the Company's registered agent in Delaware is Corporation Trust Associates, 1209 Orange Street, Wilmington, DE 19801. Please confirm this information and provide corresponding details for each other jurisdiction.
1.12 Copies of all stockholder agreements, investor rights agreements, co-sale agreements, right of first refusal agreements, voting agreements, voting trusts, irrevocable proxies, board observer rights agreements, board nomination or designation agreements, information rights agreements, or any other agreements relating to the governance, management, or ownership of the Company, whether currently in effect or terminated within the past three (3) years.
CATEGORY II — CAPITALIZATION AND EQUITY
2.1 A current capitalization table showing all outstanding shares of capital stock of the Company (including all classes and series of common stock and preferred stock), together with all outstanding options, warrants, restricted stock units ("RSUs"), stock appreciation rights, phantom equity awards, convertible instruments, and any other rights, agreements, or commitments to acquire or receive shares of capital stock or other equity interests in the Company. The capitalization table should present the Company's equity on both an issued-and-outstanding basis and a fully diluted basis. We understand the Company's current fully diluted share count to be approximately 47,500,000 shares; please confirm or correct this figure.
2.2 A complete copy of the Company's stock ledger or transfer records showing all issuances, transfers, cancellations, repurchases, and other dispositions of shares of capital stock from the date of incorporation to the present, including the dates, parties, share amounts, consideration received, and any applicable transfer restrictions or legends.
2.3 Copies of all equity incentive plans, stock option plans, employee stock purchase plans, phantom equity plans, profits interest plans, and any other equity-based compensation plans adopted by the Company or any subsidiary, together with all amendments and restatements thereof, and all forms of award agreements used thereunder (including forms of stock option agreements, RSU agreements, restricted stock agreements, and any other award agreements). We request particular attention to any provisions of such plans or agreements relating to the treatment of awards upon a change of control of the Company, including any single-trigger or double-trigger acceleration provisions, cashout mechanisms, or assumption/substitution rights.
2.4 A detailed schedule of all outstanding stock options, RSUs, warrants, and other equity-based awards, showing for each award: (a) the holder's name and title; (b) the type of award; (c) the date of grant; (d) the number of shares subject to the award; (e) the exercise price or strike price (if applicable); (f) the vesting commencement date and vesting schedule (including any cliff vesting periods); (g) the vesting status as of the most recent practicable date (vested vs. unvested); (h) the expiration date; and (i) any acceleration triggers applicable upon a change of control, termination without cause, or other specified events.
2.5 Copies of all subscription agreements, stock purchase agreements, preferred stock purchase agreements, series financing agreements, and other investment agreements pursuant to which shares of capital stock or other equity interests in the Company have been issued or sold, including all ancillary agreements, side letters, and amendments thereto.
2.6 Copies of all investor rights agreements, voting agreements, registration rights agreements, and stockholders' agreements to which the Company is a party or by which any of its securities are bound, including without limitation any such agreements with: (a) Timberline Growth Partners, LP (which we understand to hold approximately 42.3% of the Company's outstanding equity on a fully diluted basis); (b) Ridgecrest Venture Fund III, LP (which we understand to hold approximately 17.8%); and (c) the founders and management team (which we understand to hold collectively approximately 28.1%). Please identify the remaining equity holders and their respective ownership percentages.
2.7 Copies of all agreements, instruments, or charter provisions restricting the transfer of securities of the Company, including any rights of first refusal, rights of first offer, preemptive rights, anti-dilution protections (whether full-ratchet, broad-based weighted average, or otherwise), drag-along rights, tag-along rights, co-sale rights, or similar provisions, whether contained in the Company's certificate of incorporation, bylaws, stockholder agreements, or otherwise.
2.8 Copies of all convertible promissory notes, Simple Agreements for Future Equity ("SAFEs"), convertible equity instruments, or any other instruments that are convertible into or exchangeable for shares of capital stock or other equity interests in the Company, together with all amendments and modifications thereto. For each such instrument, please provide the principal amount (or invested amount), the conversion rate or formula, the maturity date (if applicable), the interest rate (if applicable), and the circumstances under which conversion may or shall occur.
2.9 A description of all agreements, commitments, arrangements, or understandings (whether written or oral) pursuant to which the Company is or may become obligated to issue additional shares of capital stock, options, warrants, convertible securities, or other equity-linked instruments, including any anti-dilution obligations, price protection provisions, or "pay-to-play" arrangements.
2.10 A schedule of all repurchases, redemptions, or other acquisitions by the Company of its own equity securities, including the date, holder, number of shares, price per share, aggregate consideration, and the authority under which such repurchase or redemption was effected.
2.11 Copies of all Section 83(b) election filings made with the Internal Revenue Service by founders, employees, consultants, or other service providers in connection with the issuance of restricted stock or other property subject to a substantial risk of forfeiture, together with evidence of timely filing.
CATEGORY III — FINANCIAL INFORMATION
3.1 Audited financial statements of the Company for each of the past three (3) fiscal years (FY2022, FY2023, and FY2024), including audited balance sheets, statements of income (or operations), statements of cash flows, statements of stockholders' equity (or members' equity, as applicable), and all accompanying notes to the financial statements, together with the independent auditor's report for each such year. We understand that the Company's FY2024 revenue was approximately $187.4 million and FY2024 EBITDA was approximately $61.2 million; please confirm or correct these figures. If audited financial statements for any subsidiary are prepared separately, those should also be produced.
3.2 Unaudited interim financial statements (monthly and/or quarterly) for the current fiscal year (FY2025), from the beginning of the fiscal year through the most recent month-end for which such statements are available, including balance sheets, income statements, and statements of cash flows, prepared on a basis consistent with the audited financial statements.
3.3 All management-prepared financial projections, forecasts, budgets, business plans, strategic plans, and long-range financial models for FY2025 through FY2029, including all underlying assumptions, sensitivity analyses, and supporting documentation. If multiple versions of any such projection or model have been prepared, all versions should be produced, together with an explanation of any material differences between versions.
3.4 Annual operating budgets for FY2023, FY2024, and FY2025, together with monthly or quarterly variance reports comparing actual results to budgeted amounts, including explanations of material variances.
3.5 A detailed reconciliation of GAAP net income to EBITDA and adjusted EBITDA for each of the past three (3) fiscal years (FY2022, FY2023, and FY2024), clearly identifying all addbacks, adjustments, and non-recurring items. Please provide a schedule describing each adjustment in sufficient detail to permit independent verification, including without limitation adjustments for stock-based compensation, one-time transaction costs, non-recurring legal expenses, restructuring charges, and any other items management considers appropriate for adjustment.
3.6 A comprehensive schedule of all indebtedness of the Company and its subsidiaries (current and long-term), including: (a) the identity of the lender or creditor; (b) the outstanding principal amount; (c) the interest rate and payment terms; (d) the maturity date; (e) a description of any collateral or security; (f) any financial covenants or performance covenants; and (g) any change of control or acceleration provisions. We understand that the Company's outstanding indebtedness includes a term loan with Elkhorn Capital Markets, LLC with an outstanding principal balance of approximately $82.6 million, capital lease obligations of approximately $12.3 million, and potentially other borrowings, for total estimated indebtedness of approximately $94.9 million. Please confirm or correct these figures and identify any additional indebtedness not described above.
3.7 Copies of all loan agreements, credit agreements, term loan agreements, revolving credit facility agreements, promissory notes, indentures, and related security documents (including security agreements, pledge agreements, mortgages, deeds of trust, guaranty agreements, and intercreditor agreements), including all amendments, waivers, supplements, and modifications thereto. This request specifically includes the term loan agreement with Elkhorn Capital Markets, LLC and all amendments and ancillary documents related thereto.
3.8 A comprehensive schedule of all capital leases and operating leases to which the Company or any subsidiary is a party, including for each lease: (a) the lessor; (b) a description of the leased property or equipment; (c) the lease term and renewal options; (d) the annual lease payment; (e) the classification as a capital lease or operating lease under applicable accounting standards (ASC 842); and (f) any purchase options. Copies of all material lease agreements (i.e., those with annual payments exceeding $100,000 or with a term exceeding three years) should also be produced.
3.9 A schedule of all accounts receivable of the Company as of the most recent month-end, aged by 0–30 days, 31–60 days, 61–90 days, and over 90 days, together with a corresponding schedule of all accounts payable aged on the same basis. Please also provide information regarding the Company's historical bad debt expense and any current reserves for doubtful accounts.
3.10 A working capital analysis showing the detail of all current assets and current liabilities for the three (3) most recent month-ends, prepared on a basis consistent with the methodology to be used in calculating the Target Net Working Capital for the Transaction. We understand that the preliminary Target Net Working Capital is approximately $14.8 million, and we will need to validate this figure against historical working capital levels. Please provide supporting detail sufficient to permit such validation, including any adjustments or normalizations applied by management.
3.11 A schedule of all outstanding guarantees, letters of credit, surety bonds, performance bonds, bid bonds, payment bonds, and other contingent obligations of the Company or any subsidiary, including for each: (a) the beneficiary; (b) the amount; (c) the expiration date; (d) the underlying obligation secured; and (e) any conditions to draw or call.
3.12 Copies of all comfort letters, management representation letters, and internal audit reports (including any reports prepared by an internal audit function or by external consultants engaged to perform internal audit services) for each of the past three (3) fiscal years.
3.13 The identity of and copies of engagement letters with all external auditors, independent accountants, and accounting advisory firms retained by the Company within the past three (3) fiscal years, including the scope of services provided and the fees paid for each engagement.
3.14 A schedule of revenue by customer for each of the Company's top twenty (20) customers by revenue for each of the past three (3) fiscal years (FY2022, FY2023, and FY2024), including for each customer: (a) the customer name; (b) the annual revenue; (c) the percentage of total revenue; and (d) a brief description of the services provided.
3.15 A revenue breakdown by service type for each of the past three (3) fiscal years, including revenue attributable to: (a) lit fiber services; (b) dark fiber services; (c) wavelength provisioning; (d) data center interconnection; and (e) any other material revenue categories. Please also identify any material changes in the revenue mix over this period and the drivers of such changes.
3.16 A detailed schedule of capital expenditures for each of the past three (3) fiscal years (FY2022, FY2023, and FY2024), broken down by category (e.g., new fiber route construction, network equipment, real property improvements, IT systems, vehicles and equipment, and other), together with projected capital expenditures for FY2025 through FY2027, with supporting detail and assumptions.
3.17 A description of all intercompany transactions between the Company and any subsidiary, affiliate, or related party, including the nature and amounts of all intercompany receivables, payables, loans, management fees, cost allocations, and any transfer pricing arrangements, together with documentation supporting the arm's-length nature of such transactions.
3.18 A description of all off-balance-sheet arrangements, special-purpose entities, or variable interest entities involving the Company or any subsidiary, including the business purpose of each such arrangement, the financial impact on the Company's consolidated financial statements, and the risks associated therewith.
CATEGORY IV — TAX
4.1 Copies of all federal, state, and local income tax returns (including all schedules, attachments, and supporting workpapers) filed by the Company and each subsidiary for the past three (3) fiscal years (FY2021, FY2022, and FY2023). The Company's Employer Identification Number is 45-6128937. If consolidated, combined, or unitary returns have been filed, all such returns and related entity-level workpapers should be produced.
4.2 Copies of all tax extension requests and records of all estimated tax payments (federal, state, and local) for the past three (3) fiscal years.
4.3 A schedule of all federal, state, and local tax audits, examinations, assessments, proposed adjustments, deficiency notices, or disputes that are currently pending or that have been concluded within the past five (5) years, including for each: (a) the taxing authority; (b) the tax year(s) at issue; (c) the nature of the audit or dispute; (d) the amount in controversy; (e) the current status; and (f) copies of all correspondence, notices, and closing documents related thereto.
4.4 Copies of all closing agreements, private letter rulings, technical advice memoranda, determination letters, and similar rulings or guidance received from the Internal Revenue Service or any state or local taxing authority.
4.5 Copies of all tax sharing agreements, tax allocation agreements, tax indemnification agreements, and tax distribution agreements to which the Company or any subsidiary is a party.
4.6 A schedule of all net operating losses ("NOLs"), tax credits (including research and development credits, investment tax credits, and any state or local credits), and other material tax attributes of the Company and each subsidiary, including for each: (a) the type of attribute; (b) the amount; (c) the year generated; (d) the expiration date; and (e) any limitations on utilization (including limitations under Section 382, Section 383, or Section 384 of the Internal Revenue Code, or corresponding state law provisions).
4.7 Any analysis prepared by or on behalf of the Company regarding whether a Section 382 ownership change has occurred or may occur as a result of prior transactions or as a result of the proposed Transaction, including any analysis of the impact of such ownership change on the Company's ability to utilize its NOLs and other tax attributes.
4.8 Sales and use tax compliance records, including all sales and use tax returns filed for the past three (3) years, all sales tax exemption certificates received from customers, and any audit correspondence or assessments related to sales and use taxes.
4.9 Property tax records and assessments for all owned and leased real property, including current assessed values, tax rates, and copies of all property tax bills and payment records for the past three (3) years, together with documentation of any pending property tax appeals or abatement requests.
4.10 A schedule of all unclaimed property and escheat filings and compliance efforts in the States of Oregon, Washington, Idaho, Nevada, and any other relevant jurisdictions, including copies of all annual reports filed with state unclaimed property administrators and any correspondence related to unclaimed property audits or voluntary disclosure agreements.
4.11 A description of any pending or threatened tax disputes, controversies, or claims not otherwise covered in Request 4.3 above, including any informal inquiries or information requests from taxing authorities.
4.12 Documentation regarding the Company's status under the Foreign Investment in Real Property Tax Act ("FIRPTA"), including any analysis of whether the Company is or has been a "United States real property holding corporation" within the meaning of IRC Section 897, and copies of any elections or certifications made under IRC Section 897 or the regulations thereunder.
CATEGORY V — INTELLECTUAL PROPERTY
5.1 A schedule of all patents and patent applications (both United States and foreign) owned by or exclusively licensed to the Company or any subsidiary, including for each: (a) the patent number or application number; (b) the title; (c) the filing date; (d) the issue date (if issued); (e) the expiration date; (f) the named inventor(s); (g) the current assignee of record; (h) the jurisdiction; (i) the prosecution status (for pending applications); and (j) a brief description of the technology covered. Copies of all patent assignment agreements should also be produced.
5.2 A schedule of all registered trademarks and service marks, pending trademark applications, and common-law marks owned or used by the Company or any subsidiary, including for each: (a) the mark; (b) the registration number or application serial number; (c) the jurisdiction of registration; (d) the international class(es) of goods and/or services; (e) the date of first use; (f) the filing date; (g) the registration date; (h) the renewal date; and (i) the current status. This schedule should include, without limitation, the "Cascadia Fiber Networks" brand and any product-specific marks, logos, taglines, or trade dress used in connection with the Company's services. Copies of all trademark assignment agreements and any trademark license agreements should also be produced.
5.3 A schedule of all registered copyrights and pending copyright applications owned by the Company or any subsidiary, including for each: (a) the title of the work; (b) the registration number; (c) the date of registration; (d) the author(s); and (e) the nature of the work.
5.4 A schedule of all domain name registrations owned or controlled by the Company or any subsidiary, including for each: (a) the domain name; (b) the registrar; (c) the registration date; (d) the expiration date; (e) the registered owner; and (f) a description of the use of the domain (e.g., corporate website, customer portal, internal use, parked/defensive registration).
5.5 A detailed description of all proprietary software developed by or on behalf of the Company, including without limitation all network management software, provisioning systems, customer portal software, billing systems, and any other software developed in-house or through commissioned development, together with a description of all material trade secrets and proprietary know-how. We request particular attention to any software that may overlap with, integrate with, or be functionally comparable to Northgate's NetOrchestra SaaS platform, including any APIs, data formats, or interoperability features that may be relevant to post-closing integration planning.
5.6 Copies of all intellectual property licensing agreements (both inbound and outbound) to which the Company or any subsidiary is a party, including all software license agreements, technology license agreements, patent license agreements, trademark license agreements, and any agreements pursuant to which the Company grants or receives rights to use intellectual property. This request includes all open-source software licenses used in or incorporated into the Company's proprietary products and services.
5.7 A complete inventory of all open-source software used in the Company's proprietary products, services, and internal systems, including for each component: (a) the name and version of the open-source software; (b) the applicable open-source license (e.g., GPL, LGPL, MIT, Apache, BSD); (c) the manner in which the open-source software is used (incorporated, linked, standalone, etc.); and (d) any compliance documentation, including copies of attribution notices, license texts distributed with the Company's products, and any internal policies or procedures governing the use of open-source software.
5.8 Copies of all intellectual property assignment agreements from founders, employees, contractors, and consultants, including all invention assignment agreements, proprietary information and inventions agreements, work-for-hire agreements, and similar agreements pursuant to which intellectual property rights have been assigned or are required to be assigned to the Company.
5.9 Copies of all non-disclosure agreements ("NDAs") and confidentiality agreements relating to the Company's proprietary technology, trade secrets, or confidential business information, including NDAs with employees, contractors, customers, vendors, and business partners. For volume purposes, representative forms of standard NDAs may be produced, together with a schedule identifying each counterparty and the date of execution.
5.10 Documentation of any intellectual property infringement claims, misappropriation claims, or IP-related disputes asserted by or against the Company or any subsidiary within the past five (5) years, including all cease-and-desist letters (sent or received), demand letters, complaint filings, settlement agreements, and related correspondence.
5.11 A description of the Company's information security and cybersecurity policies, procedures, and programs, including without limitation: (a) written information security policies and standards; (b) incident response plans; (c) a history of all data breaches, security incidents, or unauthorized access events (whether or not reportable); (d) a description of data privacy compliance programs, including compliance with applicable federal, state, and industry-specific requirements; and (e) any third-party certifications, attestations, or audit reports relating to information security (e.g., SOC 2 reports, ISO 27001 certifications).
5.12 An overview of the Company's IT systems architecture, including descriptions of all material hardware systems, software platforms, cloud services, network infrastructure, and third-party technology dependencies, together with information regarding system redundancy, disaster recovery capabilities, and any known vulnerabilities or end-of-life systems.
CATEGORY VI — REGULATORY, FCC LICENSES, AND GOVERNMENT MATTERS
6.1 Copies of all licenses, authorizations, and permits issued by the Federal Communications Commission ("FCC") to the Company or any subsidiary, including without limitation: (a) all international Section 214 authorizations; (b) all domestic Section 214 authorizations; (c) any experimental licenses; and (d) any other FCC authorizations required for the Company's operations. For each such authorization, please identify the authorization number, the date of grant, the term (if limited), and any material conditions or obligations imposed.
6.2 Copies of all certifications, authorizations, registrations, and permits issued by state public utility commissions ("PUCs") or equivalent regulatory bodies in each state in which the Company operates, including: (a) the Oregon Public Utility Commission; (b) the Washington Utilities and Transportation Commission ("Washington UTC"); (c) the Idaho Public Utilities Commission; and (d) the Public Utilities Commission of Nevada. For each such authorization, please identify the certificate or registration number, the scope of authorized services, the date of issuance, and any material conditions or limitations.
6.3 A schedule of all other federal, state, and local governmental licenses, permits, and authorizations required for the Company's operations (other than those covered in Requests 6.1 and 6.2), including building permits, construction permits, environmental permits, franchise agreements, right-of-way permits, encroachment permits, and any other governmental approvals. For each, please indicate the issuing authority, the permit or license number, the date of issuance, the expiration date (if applicable), and any conditions or restrictions.
6.4 Copies of all material correspondence (sent or received) between the Company and the FCC, state PUCs, or any other regulatory body within the past three (3) years, including any inquiries, information requests, notices of apparent liability, show-cause orders, or other regulatory communications.
6.5 Copies of all reports, filings, and submissions made by the Company to the FCC and state PUCs within the past three (3) years, including without limitation: (a) annual reports; (b) FCC Form 477 (Broadband Deployment Data); (c) universal service fund filings and contributions; (d) CPNI certifications; (e) numbering resource utilization/forecast reports; and (f) any other periodic or ad hoc filings required by applicable regulations.
6.6 A description of the Company's compliance programs relating to FCC regulations, including without limitation: (a) Customer Proprietary Network Information ("CPNI") rules and compliance procedures; (b) telecommunications privacy and data protection requirements; (c) truth-in-billing and consumer protection requirements; (d) disability access requirements; and (e) any other material FCC or state regulatory compliance obligations. Copies of all written compliance policies, procedures, and training materials should be produced.
6.7 A description of any pending or threatened regulatory proceedings, investigations, enforcement actions, show-cause proceedings, or compliance inquiries involving the Company or any subsidiary, before the FCC, any state PUC, or any other governmental body, together with copies of all related filings, correspondence, and orders.
6.8 Copies of all contracts with federal, state, or local government entities, including contracts with federal agencies, the Department of Defense, state agencies, county or municipal entities, public school districts, and public libraries, together with any applicable task orders, delivery orders, and modifications. Please identify any contracts that involve classified or sensitive government communications, controlled unclassified information ("CUI"), or that impose security clearance requirements on the Company's personnel or facilities.
6.9 Copies of all lobbying registrations (federal and state), lobbying activity reports, and records of political contributions made by the Company, its subsidiaries, or any political action committee affiliated with the Company within the past three (3) years.
6.10 Copies of any filings, notices, or correspondence related to the Committee on Foreign Investment in the United States ("CFIUS") in connection with any prior transactions involving the Company or its equity holders, and any analysis of whether the proposed Transaction may be subject to CFIUS review.
6.11 A description of any pending or anticipated changes to regulatory requirements that may materially affect the Company's operations, competitive position, or compliance obligations, including any pending rulemakings, legislative proposals, or regulatory guidance of which the Company is aware.
6.12 Documentation of any government grants, subsidies, loan guarantees, or other incentives received by the Company or any subsidiary, including without limitation: (a) rural broadband grants; (b) USDA ReConnect Program grants or loans; (c) Broadband Equity, Access, and Deployment ("BEAD") Program allocations or sub-awards; (d) E-Rate program funding; (e) state broadband development grants; and (f) any other governmental financial assistance. For each, please provide the granting authority, the amount, the terms and conditions (including any clawback or repayment provisions), and the current compliance status.
CATEGORY VII — ENVIRONMENTAL
7.1 Copies of all Phase I Environmental Site Assessments and Phase II Environmental Site Assessments (including any updates or supplemental assessments) prepared for any real property owned, leased, or operated by the Company or any subsidiary.
7.2 Copies of all environmental permits, licenses, registrations, and authorizations held by the Company or any subsidiary, including any air quality permits, water discharge permits (NPDES), hazardous waste generator registrations, and underground storage tank registrations.
7.3 A schedule of all underground storage tanks ("USTs") and above-ground storage tanks ("ASTs") located on property owned, leased, or operated by the Company or any subsidiary, including for each: (a) the location; (b) the contents; (c) the capacity; (d) the installation date; (e) the registration status; and (f) any leak detection or monitoring records.
7.4 Copies of all correspondence (sent or received) between the Company and any federal, state, or local environmental agency (including the U.S. Environmental Protection Agency, Oregon Department of Environmental Quality, Washington Department of Ecology, Idaho Department of Environmental Quality, and Nevada Division of Environmental Protection) within the past five (5) years.
7.5 Documentation of any known or suspected soil, groundwater, or surface water contamination on or emanating from any property owned, leased, or operated by the Company, including any remediation plans, cleanup activities, monitoring reports, no-further-action letters, or environmental covenants or deed restrictions.
7.6 A description of any pending or threatened environmental claims, enforcement actions, citizen suits, or administrative proceedings involving the Company or any of its properties, together with copies of all related correspondence, notices, and filings.
7.7 Hazardous materials handling, storage, transportation, and disposal records, including manifests, bills of lading, and disposal certificates, with particular attention to materials used in connection with fiber-optic cable installation (including cleaning solvents, cable-pulling lubricants, and other chemicals), diesel fuel storage for backup generators, and battery systems (including lead-acid and lithium-ion battery systems) at equipment shelters and data center facilities.
7.8 Copies of all environmental compliance policies, procedures, environmental management system documentation, and environmental health and safety ("EHS") training records maintained by the Company.
7.9 Copies of all environmental indemnification agreements, environmental liability assumption agreements, environmental insurance policies (including pollution legal liability policies), and any agreements pursuant to which the Company has assumed or may be liable for environmental conditions at properties formerly owned, leased, or operated by the Company or by third parties.
CATEGORY VIII — EMPLOYMENT AND BENEFITS
8.1 A list of all current employees of the Company and its subsidiaries (we understand the total headcount to be approximately 620 employees), including for each employee: (a) full legal name; (b) title or position; (c) department; (d) primary work location; (e) hire date; (f) base salary or hourly wage; (g) target bonus or commission structure (if applicable); (h) employment status (full-time or part-time); (i) overtime exemption classification (exempt or non-exempt under the Fair Labor Standards Act and applicable state law); and (j) whether the employee is subject to an employment agreement, non-competition agreement, or other restrictive covenant.
8.2 Copies of all employment agreements, offer letters, compensation arrangements, and any other written agreements governing the terms of employment for all C-suite officers and key employees of the Company, including without limitation the following individuals:
(a) Derek Holmgren, Chief Executive Officer and Co-Founder;
(b) Priya Ramachandran, Chief Technology Officer and Co-Founder;
(c) Tobias Engel, Chief Financial Officer;
(d) Sandra Whitfield, General Counsel and Corporate Secretary; and
(e) Any other officer, vice president, or key employee identified by the Company as material to the business.
8.3 Copies of all severance agreements, severance plans, retention bonus agreements, change of control agreements, transaction bonus plans, and golden parachute arrangements to which the Company or any subsidiary is a party or by which any employee or former employee may be entitled to receive payments or benefits. We request particular attention to any arrangements that provide for acceleration of vesting, enhanced severance, retention bonuses, or other payments or benefits triggered by the proposed merger or by a change of control of the Company, including any payments or benefits that could constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code.
8.4 Copies of all non-competition agreements, non-solicitation agreements, non-disclosure agreements, confidentiality agreements, and other restrictive covenant agreements with current and former employees, officers, directors, and independent contractors. For volume purposes, representative forms may be produced together with a schedule identifying each individual who is subject to such an agreement.
8.5 A copy of the current employee handbook and all personnel policies, including without limitation policies relating to: (a) anti-harassment and anti-discrimination; (b) code of conduct and ethics; (c) attendance and leave; (d) remote work and telecommuting; (e) drug and alcohol testing; (f) social media and electronic communications; (g) whistleblower protections; and (h) any other material employment policies. Please also provide copies of any updates, revisions, or supplements to the employee handbook issued within the past three (3) years.
8.6 Copies of all benefit plan documents for each employee benefit plan maintained, sponsored, or contributed to by the Company or any subsidiary, including without limitation: (a) group health insurance plans (medical, dental, and vision); (b) life insurance and disability insurance plans; (c) 401(k) or other defined contribution retirement plans; (d) defined benefit pension plans (if any); (e) non-qualified deferred compensation plans; (f) health savings accounts, flexible spending accounts, and dependent care accounts; (g) employee assistance programs; and (h) any other welfare or fringe benefit plans. For each such plan, please also produce: (i) the plan document and all amendments; (ii) the summary plan description and any summaries of material modifications; (iii) the most recent Form 5500 annual report filing (with all schedules and attachments); (iv) the most recent actuarial valuation (for defined benefit plans); (v) the most recent nondiscrimination testing results (for qualified plans); and (vi) any IRS determination letters, advisory letters, or opinion letters.
8.7 Copies of the equity incentive plan and all forms of equity award agreements, to the extent not already produced under Category II, with particular attention to the treatment of outstanding equity awards upon the proposed change of control, including any provisions for: (a) single-trigger acceleration of vesting; (b) double-trigger acceleration of vesting; (c) cashout or cancellation of awards; (d) assumption or substitution of awards by the acquirer; and (e) any other change-of-control-related provisions.
8.8 A detailed schedule of all outstanding equity awards (options, RSUs, warrants, and any other equity-based awards) by individual holder, showing for each award the information described in Request 2.4, together with an analysis of the treatment of each such award upon consummation of the proposed merger (including which awards will accelerate, which will be cashed out, which will be assumed, and the aggregate cost of each treatment).
8.9 Copies of all collective bargaining agreements, labor contracts, and any other agreements with labor unions or employee representative bodies, together with a description of the Company's labor relations history. If the Company's workforce is not unionized, please confirm in writing.
8.10 A history of any labor disputes, strikes, work stoppages, picketing, unfair labor practice charges, or proceedings before the National Labor Relations Board ("NLRB") or any state labor relations board within the past five (5) years, together with copies of all related filings, decisions, and orders.
8.11 A schedule of all charges filed with the Equal Employment Opportunity Commission ("EEOC") or any state or local fair employment practices agency, and all claims of discrimination, harassment, retaliation, wrongful termination, or other employment-related claims, whether pending or resolved within the past five (5) years, including for each: (a) the claimant; (b) the nature of the claim; (c) the filing date; (d) the current status; (e) the resolution (if resolved); and (f) any amounts paid in settlement or judgment.
8.12 Copies of all OSHA citations, notices of violations, penalty assessments, and settlement agreements within the past three (3) years, together with copies of the Company's OSHA 300 Logs (Log of Work-Related Injuries and Illnesses) for the same period. Please also provide a summary of the Company's workers' compensation claims history for the past three (3) years, including the number of claims, the types of injuries, and the total cost of claims.
8.13 A description of all material independent contractor relationships, including the nature of the services provided, the term of engagement, and the annual cost. Copies of all material independent contractor agreements, consulting agreements, and staffing agency agreements should be produced. Please also provide any analysis or documentation relating to the proper classification of workers as independent contractors (as opposed to employees) under applicable federal and state laws, including any IRS or state audit history relating to worker classification.
8.14 A description of the Company's I-9 compliance program, including the status of I-9 forms on file for current employees, any history of I-9 audits or inspections by U.S. Immigration and Customs Enforcement ("ICE"), and any immigration-related issues affecting the Company's workforce (including any employees on work visas such as H-1B, L-1, or TN visas).
8.15 An organizational chart by department showing the reporting structure of the Company and its subsidiaries, identifying each department head and the number of employees in each department.
8.16 A summary of employee turnover data for each of the past three (3) years, including voluntary and involuntary separations, broken down by department and, to the extent available, by reason for separation.
8.17 A description of any pending or contemplated reductions in force, layoffs, furloughs, facility closures, or other workforce restructuring actions, including any actions that may trigger notice obligations under the Worker Adjustment and Retraining Notification Act ("WARN Act") or any analogous state law.
CATEGORY IX — LITIGATION AND DISPUTES
9.1 A schedule of all pending litigation, arbitration, mediation, administrative proceedings, or governmental investigations to which the Company or any subsidiary is a party (whether as plaintiff, defendant, petitioner, respondent, intervenor, or otherwise), including for each: (a) the case name and case number; (b) the forum or tribunal; (c) the parties; (d) a summary of the claims and defenses; (e) the current status; (f) the amount in controversy or potential exposure; (g) the date filed; and (h) the identity of outside counsel retained in connection with the matter.
9.2 A schedule of all litigation, arbitration, mediation, administrative proceedings, and governmental investigations that have been concluded within the past five (5) years, including for each: (a) the case name and case number; (b) the forum or tribunal; (c) the parties; (d) a summary of the claims; (e) the resolution (judgment, settlement, dismissal, etc.); (f) the date of resolution; and (g) any amounts paid or received by the Company in connection with the resolution.
9.3 A schedule of all threatened claims or disputes of which the Company or its management is aware, including demand letters, pre-litigation correspondence, unfiled claims, potential regulatory actions, and any other matters that counsel for the Company or management reasonably believes could result in litigation, arbitration, or other formal proceedings.
9.4 Copies of all material pleadings (including complaints, answers, counterclaims, cross-claims, motions for summary judgment, and appellate briefs), court or tribunal orders, judgments, awards, and settlement agreements for all pending and recently resolved matters identified in Requests 9.1 and 9.2. For matters involving settlement agreements, please identify any ongoing obligations of the Company under such agreements (e.g., confidentiality obligations, non-disparagement provisions, injunctive terms).
9.5 A schedule of all outstanding judgments, consent decrees, injunctions, or other court or administrative orders currently binding on the Company or any subsidiary, including the terms and conditions of each and the current compliance status.
9.6 A description of any potential claims that may arise from or in connection with the proposed Transaction, including without limitation: (a) stockholder appraisal proceedings under Section 262 of the DGCL; (b) breach of fiduciary duty claims relating to the approval of the Transaction; (c) claims by counterparties under contracts containing change of control provisions; and (d) any other transaction-related claims or disputes of which the Company or its counsel is aware or can reasonably foresee.
9.7 Copies of all insurance coverage correspondence, reservation of rights letters, coverage opinions, and claims reserve analyses relating to pending or threatened claims, together with a description of the extent to which pending or threatened claims are covered (or potentially covered) by the Company's insurance policies.
9.8 A description of any internal investigations (including compliance investigations, fraud investigations, and whistleblower complaint investigations) conducted by or on behalf of the Company within the past three (3) years, including the nature of the allegations investigated, the scope and methodology of the investigation, the findings, and any corrective or remedial actions taken.
CATEGORY X — REAL PROPERTY, EASEMENTS, AND RIGHTS-OF-WAY
10.1 A schedule of all real property owned (in fee simple or otherwise) by the Company or any subsidiary, including for each parcel: (a) the address; (b) the legal description; (c) the county and state; (d) the approximate acreage or square footage; (e) the current use; (f) the date of acquisition; (g) the acquisition cost; (h) the current appraised or assessed value; and (i) any encumbrances, liens, easements, or restrictions of record.
10.2 Copies of all deeds (including warranty deeds, quitclaim deeds, and special warranty deeds), title insurance policies, and title commitments for all owned real property. To the extent any title exceptions were identified in connection with the acquisition of owned property, copies of the exception documents should also be produced.
10.3 A schedule of all real property leased by the Company or any subsidiary (as tenant or subtenant), including without limitation office space, equipment shelters, colocation spaces, data center space, warehouse space, and any other leased premises, showing for each lease: (a) the landlord; (b) the address of the leased premises; (c) the approximate square footage; (d) the current use; (e) the lease commencement date; (f) the lease expiration date; (g) any renewal options and the terms thereof; (h) the current annual base rent; (i) any rent escalation provisions; (j) any options to purchase; and (k) any assignment, subletting, or change of control restrictions or consent requirements.
10.4 Copies of all real property leases and all amendments, modifications, supplements, and side letters thereto.
10.5 A schedule and copies of all easements, rights-of-way, licenses, permits, and similar agreements pursuant to which the Company or any subsidiary has the right to install, operate, maintain, repair, and replace fiber-optic cable and related infrastructure on or across property owned by third parties. We understand that the Company's fiber-optic network comprises approximately 4,800 route miles across the States of Oregon, Washington, Idaho, and northern Nevada. This schedule should include for each easement or right-of-way: (a) the grantor; (b) the date of grant; (c) the term (including any renewal provisions); (d) the geographic scope; (e) the consideration (if any); (f) any assignment, transfer, or change of control provisions; and (g) the recording information (book, page, instrument number, county).
10.6 Copies of all railroad crossing agreements, highway and road crossing permits, bridge attachment agreements, and any other agreements or permits authorizing the Company's fiber-optic cable or conduit to cross or be attached to railroad property, public roads and highways, bridges, or other transportation infrastructure.
10.7 Copies of all pole attachment agreements with electric utilities, telephone companies, and other pole owners authorizing the Company to attach its fiber-optic cable and related equipment to utility poles.
10.8 Copies of all conduit lease agreements, duct license agreements, and innerduct agreements pursuant to which the Company leases or licenses conduit or duct space from third parties for the installation of fiber-optic cable.
10.9 Copies of all joint-use agreements, joint-build agreements, shared infrastructure agreements, and any other arrangements pursuant to which the Company shares fiber-optic cable, conduit, duct, or other infrastructure with third parties.
10.10 Copies of all title reports, surveys (including ALTA surveys), zoning compliance letters, and zoning approvals for key properties, including the Company's principal offices, data center facilities, and major network nodes.
10.11 A description of any pending or threatened condemnation, eminent domain, or encroachment proceedings affecting any property owned, leased, or used by the Company, together with copies of all related notices, correspondence, and filings.
10.12 A description of any pending or planned fiber route construction or expansion projects, including the projected route miles, geographic scope, estimated capital expenditure, anticipated timeline, and the status of any necessary permits, easements, or rights-of-way.
10.13 Copies of all co-location agreements, interconnection agreements, and meet-me-room agreements at third-party facilities (including third-par