---

**MEMORANDUM TO GENERAL COUNSEL — READ BEFORE SIGNATURE**

**From:** Outside Counsel, Whitlock & Reyes LLP
**Re:** Response strategy for FTSO Subpoena No. FTSO-2026-0114 (Osprey battery-thermal investigation)
**Date:** February 24, 2026

You have asked that we object to all six requests and produce nothing pending narrowing. We cannot do that, and doing it would forfeit the objections that matter most.

1. **Withholding everything is independently unlawful.** Governing Rule 3 requires production of reasonably available, responsive, nonprivileged material even while other portions of the same request are contested. A "produce nothing" posture converts six partly meritorious objections into one indefensible refusal and invites a summary enforcement action in which the Office, not Oriole, defines scope.
2. **Blanket objections preserve nothing.** Rule 2 voids exactly the "overbroad, burdensome, vague, privileged" formulation. Objections survive only if tied to a specific request, a precise ground, and a stated alternative.
3. **We hold strong ground where we are specific.** Request 1 (four vehicle lines, four pre-launch years), Request 2 (18 million messages, no custodian or date limit), and Request 3 (a facial demand for privileged advice) are genuinely defective. Request 5 is collectible in eight days and Request 6 splits cleanly between ordinary-course Emberline validation reports (producible) and counsel's separate post-event engagement (protected). Producing the strong-ground material immediately is what makes our objections to Requests 1–3 credible.
4. **Do not overclaim privilege.** Photographs, test data, incident facts, board minutes, final business decisions, and documents merely copied to counsel are not privileged, and the 2020–2024 Emberline validation reports are not work product merely because litigation later arose. The clawback agreement does not license a shortcut review or deliberate overproduction of advice (Rule 8).
5. **Do not say the reseller tickets are outside our control.** The contract review and reseller canvass are incomplete. Rule 7 requires reasonable inquiry first. The response below states the inquiry, gives a date, and asserts nothing about control.

The attached response is drafted accordingly, and preserves every objection worth preserving.

---

---

# BEFORE THE FEDERAL TRANSPORT SAFETY OFFICE

**In re:** Battery-Thermal Event Investigation — Oriole Osprey Electric Delivery Van
**Subpoena No.:** FTSO-2026-0114 (served February 10, 2026)
**Respondent:** Oriole Mobility, Inc.

## ORIOLE MOBILITY, INC.'S OBJECTIONS, RESPONSES, AND NARROWING PROPOSAL

**Date: February 24, 2026**

---

## PART A. PRELIMINARY STATEMENT

Oriole Mobility, Inc. ("Oriole") responds to Subpoena No. FTSO-2026-0114 (the "Subpoena") concerning the three battery-thermal events involving the Osprey electric delivery van designated by the Office as Incidents IR-2024-0087 (March 14, 2024), IR-2024-0331 (August 2, 2024), and IR-2025-0212 (June 9, 2025) (the "Three Events").

Oriole does not withhold production pending negotiation. Oriole will begin producing responsive, nonprivileged material on **March 6, 2026**, including the complete Request 5 incident record and the ordinary-course Emberline battery-validation reports, and will continue on the rolling schedule in Part E. Where Oriole objects to part of a request, it produces the remainder of that request.

Oriole states the following limited general positions, each of which is applied specifically in Part B rather than asserted as boilerplate:

**A.1 Preservation.** A litigation hold issued February 11, 2026, superseding and expanding the hold issued March 18, 2024. Automated deletion is suspended for all custodian mailboxes and collaboration workspaces, the incident database (IDB), the engineering test repository (ETR), the warranty/CRM systems, the supplier-quality system, and board/committee repositories. Preservation notices were sent to Emberline Engineering on February 12, 2026, and to all forty-two independent regional resellers on February 13, 2026. Preservation is maintained for all potentially responsive sources, including sources Oriole contends are outside the Subpoena's proper scope, while objections and negotiations proceed.

**A.2 Privilege.** Oriole asserts attorney-client privilege and work-product protection only as to identified documents or identified redacted portions, logged under Part C. Oriole does **not** assert privilege over underlying incident facts, ordinary-course engineering or test data, final business decisions, or documents merely transmitted to or copied on counsel.

**A.3 Prospective period.** The Subpoena's investigation period extends to December 31, 2026 — ten months into the future. Oriole objects to an open-ended obligation to produce documents not yet in existence, and instead proposes a supplementation obligation: quarterly supplemental productions within thirty days of the close of each calendar quarter while the investigation remains open, plus notice within five business days of any new Osprey battery-thermal event.

**A.4 Format.** Documents will be produced as single-page TIFFs with searchable text, standard metadata load file (custodian, source, author, recipients, dates, file path, MD5 hash, family relationships), and native files for spreadsheets, databases, CAD, photographs, telemetry, and audio/video. Structured data will be produced as delimited exports with field dictionaries. Oriole requests the Office's confirmation of this protocol; absent objection by March 3, 2026, Oriole will proceed on it.

**A.5 Reasonable inquiry.** Oriole makes no representation in this response that any category of material is absent from its possession, custody, or control, except where expressly stated after completed inquiry. Where inquiry is ongoing — principally reseller ticketing data under Request 1 — Oriole says so and commits to a reporting date.

**A.6 Meet and confer.** Oriole requests a conference on or before **March 3, 2026**, to address search-term validation, the definition of "substantially similar," categorical logging, and entry of the non-waiver/clawback agreement described in Part D. Oriole accepts the Office's offered non-waiver and clawback agreement in the form set out in Part D and asks that it be executed before the March 6 production.

---

## PART B. SPECIFIC OBJECTIONS AND RESPONSES

### REQUEST 1 — Customer complaints concerning heat, smoke, fire, charging, batteries, or electrical odor for every Oriole vehicle, 2018–2026

**Objection 1(a) — Vehicle scope disproportionate to relevance.** Oriole objects to extension of this request beyond the Osprey and beyond vehicle lines sharing the Osprey's battery architecture. Oriole builds four lines. The Osprey and the Harrier use the same cell (Volt-Arc VA-71 NMC pouch), the same module and pack architecture, and the same battery-management software family. The Kite and Merlin use a different supplier's LFP prismatic cells, a different pack enclosure, and an unrelated thermal-management design (air-cooled rather than liquid cold-plate). Complaints about differently designed systems bear no meaningful relationship to the Three Events, while the four-line sweep more than triples the review population. Oriole objects to production for the Kite and Merlin absent a showing of common component, common supplier, or common failure mode, and proposes sampling for the Harrier as described below.

**Objection 1(b) — Pre-existence period.** The Osprey entered commercial service on January 1, 2022. There can be no Osprey customer complaints for 2018–2021. Oriole objects to a customer-complaint date range beginning in 2018 as to the Osprey. Oriole does not object to producing pre-launch **fleet-trial and pilot-program** field reports, which begin in 2021.

**Objection 1(c) — Undefined terms.** "Charging" and "electrical odor," standing alone and unlinked to the traction battery or charging system, capture unrelated matters (cabin accessory faults, telematics, 12-volt systems, chargeback and billing tickets). Oriole will apply the coded and keyword definitions in Appendix A and asks the Office to confirm them.

**Objection 1(d) — Prospective period.** See ¶ A.3.

**Oriole will produce (Phase 1, by March 13, 2026):**

1. A structured export of all Osprey customer-complaint, field-service, roadside, warranty, and dealer/reseller-reported records in Oriole's CRM (Halcyon), warranty system (WarrantyOne), and Incident Database (IDB) for **January 1, 2021 through February 24, 2026**, coded to or matching any of the battery/thermal/charging categories in Appendix A, with all fields including VIN, build date, in-service date, mileage, dates of first report and closure, DTC codes, complaint narrative, technician narrative, disposition, parts replaced, and any escalation flags.
2. Attached narrative material for those records — customer correspondence, photographs, technician notes, telematics snapshots — by **April 3, 2026**.
3. Non-privileged internal escalations of individual Osprey complaints (product-safety escalation forms, field-quality trend reviews, Osprey "hot list" entries).

**Oriole will produce (Phase 2, by April 17, 2026):** the same structured export for the **Harrier** line, limited to records coded to traction-battery, thermal, or charging categories, for **January 1, 2021 through February 24, 2026**, as a sample sufficient to test whether the shared cell and BMS family shows any comparable complaint pattern. If the Harrier sample shows a comparable pattern, Oriole will not resist a proportionate expansion.

**Oriole will withhold:** nothing on privilege grounds within Phase 1 or Phase 2, except (i) individual complaint records containing customer personal identifiers, which will be produced with personal contact data masked and an unmasked key produced on the Office's request, and (ii) any discrete attorney comment appended to an escalation record, which will be produced in redacted form and logged under Part C. Underlying complaint facts will not be withheld.

**Oriole will investigate — reseller ticketing systems (report by March 17, 2026).** Oriole sells through forty-two independent regional resellers. Some customer complaints concerning heat, smoke, charging, or odor may reside only in reseller-operated ticketing systems (Oriole is aware of at least three commercial platforms in use among its resellers). Oriole **does not state** that such records are outside its possession, custody, or control. Oriole's reasonable inquiry, now underway, comprises: (i) review of all forty-two Reseller Agreements and any data-sharing, warranty-administration, or audit addenda, to determine whether Oriole holds a contractual right to obtain complaint records; (ii) a written canvass of all forty-two resellers, issued February 18, 2026, identifying each system in use, the volume of potentially responsive tickets, retention settings, and export capability; (iii) assessment of Oriole's practical ability to obtain the data, including any administrative access held by Oriole's field-service organization or shared instances of the warranty-claim portal. Oriole will report the results — contractual right, practical ability, systems, and estimated volumes — by **March 17, 2026**, and will produce whatever is within its control on a schedule proposed at that time. Preservation notices have already issued to all forty-two resellers.

---

### REQUEST 2 — All company communications containing any form of "battery," "heat," "smoke," "fire," or "charge," without custodian or date limitation

**Objection 2(a) — Search design creates burden grossly disproportionate to relevance.** As drafted, the request returns approximately **18 million messages** enterprise-wide. Validation sampling confirms that the great majority are non-responsive by construction: cafeteria and facilities notices about *fire drills* and *fire marshal* inspections, HR and finance uses of *charge* (chargebacks, charge codes, "in charge of," corporate-card charges), building-*heat* complaints, "*fire*side chat" invitations, and routine "please plug in / *charge* your device" reminders. At a conservative review rate, first-pass review alone would exceed 90,000 attorney hours. That burden is grossly disproportionate to the likely relevance of an unlimited-custodian, unlimited-date keyword sweep, and Rule 1 permits narrowing where scope, custodians, time, and search design combine in this way.

**Objection 2(b) — No custodian limitation.** Oriole objects to enterprise-wide collection and proposes the five initial custodians the Office requested.

**Objection 2(c) — No date limitation.** Oriole objects and proposes **January 1, 2020** (the Osprey battery-architecture design-authorization date, which precedes commercial launch by two years and captures cell selection, thermal validation, and BMS calibration) **through February 24, 2026**.

**Objection 2(d)** — Oriole objects to the terms as written and proposes the terms, proximity connectors, and exclusion filters in Appendix A in their place.

**Oriole's affirmative proposal — five initial custodians:**

| # | Custodian | Role | Rationale |
|---|---|---|---|
| 1 | A. Rowe | Chief Engineer, Battery & Thermal Systems | Owner of pack, cold-plate, and thermal-propagation design and validation |
| 2 | S. Lindqvist | Osprey Program Chief Engineer | Program-level integration, launch and post-launch change decisions |
| 3 | M. Ibarra | Director, Product Safety & Regulatory Compliance | Defect-review, reporting-duty, and recall-decision processes |
| 4 | D. Chen | Manager, Field Quality & Warranty Analytics | Complaint trending, incident triage, IDB and warranty coding |
| 5 | P. Okafor | Director, Supplier Quality — Cells & Modules | Volt-Arc cell quality, deviation and lot-traceability communications |

Sources per custodian: mailbox and archive, OneDrive/home share, Teams/Slack channels and DMs, and the departmental shared drive for which each is the designated owner.

**Oriole's affirmative proposal — phasing and validation:**

- **Step 1 (by March 10, 2026):** Oriole will run the Appendix A terms across the five custodians for the proposed date range and report to the Office **hit counts, family counts, and unique-document counts term by term**, so that scope is negotiated on data rather than assertion.
- **Step 2 (by March 20, 2026):** Oriole will review a randomized **1,000-document validation sample** across the hit population and report responsiveness rates per term, together with proposed refinements to any term with a responsiveness rate below 15%. Oriole will run any additional or alternative terms the Office proposes and report their yields; Oriole does not ask the Office to accept its term list on faith.
- **Step 3 (rolling from April 10, 2026; substantial completion May 15, 2026):** production of responsive, nonprivileged documents from the five custodians, deduplicated and email-threaded, with privilege redactions logged under Part C.
- **Step 4 (by June 5, 2026):** Based on Steps 1–3, Oriole will propose **up to five additional custodians** (candidates include the VP of Engineering, the VP of Service Operations, the BMS Software Manager, the Homologation Manager, and the Cell Test Lab Supervisor) and, if the Office requests, will collect from up to five more without requiring Office motion practice.

**Oriole will withhold** only (i) documents privileged in whole, logged individually; (ii) privileged portions of mixed documents, produced redacted and logged; and (iii) documents non-responsive under the negotiated terms. Oriole will not withhold engineering discussion, test discussion, complaint discussion, or business decisions.

---

### REQUEST 3 — All communications between Oriole and any lawyer concerning battery safety, product compliance, reporting duties, recalls, customer complaints, or the Three Events

**Objection 3(a) — The request seeks privileged material by definition.** As framed, Request 3 asks for the entire body of confidential legal advice and requests for legal advice on the precise subjects under investigation. Oriole objects and will withhold confidential attorney-client communications and work product, individually logged under Part C. This objection is directed at the category the request expressly defines; it is not a blanket assertion over the request, and Oriole produces the non-privileged portions identified below.

**Objection 3(b) — Overbreadth as to "any lawyer."** The request encompasses communications with counsel for unrelated matters — employment disputes, commercial leases, IP prosecution, financing. Oriole will treat the request as limited to communications concerning the Osprey battery system, the Three Events, battery-thermal safety, and related reporting and recall obligations.

**Oriole will produce (by March 27, 2026), notwithstanding the objection:**

1. **The underlying facts and engineering material transmitted to counsel.** Oriole's collection confirms that these communications transmit engineering photographs, test data, telemetry, incident narratives, and inspection results. That material is not privileged and does not become privileged by transmission to a lawyer. Oriole will produce **every such photograph, data set, test result, and factual attachment**, from the source repositories (IDB and ETR) in native form, and — where an attachment exists only in an email — as a produced attachment behind a slipsheet if the transmitting parent is privileged.
2. **Non-privileged communications with counsel**, including transmittal and logistics messages containing no advice, scheduling, document-collection mechanics, and communications on which counsel is merely a copied recipient of business or engineering discussion.
3. **Final business decisions and their communication**, including the defect-review committee's determinations, the decision documents on whether to file a safety-defect report, service-bulletin and field-action decisions, and any recall determination, together with their non-privileged supporting materials. That counsel participated in the deliberation does not privilege the decision.
4. **Regulatory submissions and correspondence** with any government body concerning Osprey battery thermal performance, including drafts to the extent they were transmitted outside the privileged circle.
5. **Engagement letters and retention scope documents** for Emberline's post-event engagement (see Request 6), produced with any privileged legal analysis redacted, so that the Office can evaluate the work-product claim.

**Oriole will withhold and log:** communications, in whole or in redacted part, whose content is confidential legal advice, a request for legal advice, or counsel's analysis of litigation or enforcement risk. Where a document is mixed, Oriole will **redact the advice and produce the remainder** rather than withhold the document. Oriole will not withhold a document solely because a lawyer authored, received, or was copied on it.

**Narrowing proposal.** Oriole proposes that (i) communications created on or after February 10, 2026 (the date of service) concerning Oriole's response to this Subpoena or its representation in this investigation be excluded from collection, review, and logging by agreement, as is conventional and as no legitimate investigative interest attaches to them; and (ii) the parties address at the March 3 conference whether categorical log entries (Part C.6) may be used for the two defined bodies of post-event litigation-analysis material, which would materially reduce logging burden on both sides.

---

### REQUEST 4 — All board and safety-committee materials concerning the Osprey battery system and the Three Events

**Objection 4(a) — Date range.** Oriole objects to 2018 as a start date and proposes **January 1, 2020**, the design-authorization date for the Osprey battery architecture, through February 24, 2026 (with quarterly supplementation per ¶ A.3). No Osprey battery system existed for board consideration before 2020.

**Objection 4(b) — Privileged portions only, not documents in whole.** Oriole objects only to production of (i) discrete outside-counsel legal opinions and memoranda circulated as board or committee attachments, and (ii) the legal-advice portions of mixed legal-business presentations. Oriole does **not** claim privilege over minutes, resolutions, agendas, engineering and quality reports, risk metrics, financial or program status material, or the fact and outcome of board and committee deliberations.

**Oriole will produce (by March 20, 2026):**

1. Minutes, agendas, resolutions, consents, and pre-read packages of the Board of Directors and the Safety & Quality Committee, and any ad hoc committee constituted for the Three Events, for **January 1, 2020 – February 24, 2026**, to the extent concerning the Osprey battery system, battery-thermal performance, or the Three Events.
2. All non-privileged attachments in full: engineering and validation reports, field-incident and warranty dashboards, supplier-quality reports, Emberline ordinary-course validation reports, program-schedule and cost material bearing on battery decisions, and quality-metric decks.
3. Mixed legal-business presentations **produced with targeted redactions** limited to the legal-advice content, each redaction logged. Oriole will not withhold a deck in whole because slides within it contain advice.
4. Board and committee **decisions and directives** concerning the battery system, field actions, reporting, or recall — including votes, resolutions, and management assignments — which are final business decisions and are not privileged.

**Oriole will withhold and log:** discrete outside-counsel legal opinions and memoranda distributed as board attachments; the specific redacted portions of mixed presentations reflecting legal advice or litigation/enforcement analysis. Each withheld attachment will be logged **separately from its parent**, with the family relationship identified, and the parent minutes or deck will be produced.

---

### REQUEST 5 — The complete incident database, test results, source data, photographs, and metadata for the Three Events and substantially similar Osprey events

**Response: Oriole will comply substantially in full, on an expedited basis.** Preliminary collection confirms this material can be collected from the IDB and the ETR within eight days. **Oriole will produce by March 6, 2026.**

**Objection 5(a) — "Substantially similar" is undefined.** Oriole objects only to the ambiguity and proposes the following working definition, which it will apply unless the Office proposes otherwise: any Osprey event involving (i) traction-battery or charging-system smoke, flame, venting, off-gassing, melting, charring, thermal runaway, or thermal propagation; or (ii) a recorded thermal DTC from the Appendix A code list (TH-101, TH-102, TH-205, TH-311, BMS-417, CHG-208); or (iii) a field report of burning or electrical odor localized to the pack, cold plate, high-voltage harness, contactor, or charge inlet. The definition is not limited by severity, disposition, or whether Oriole classified the event as a defect. Oriole asks the Office to confirm or amend the definition by March 3, 2026; Oriole will re-run and supplement if amended.

**Oriole will produce:**

1. **Complete IDB records** for the Three Events and all events meeting the definition above, produced as a full delimited export with field dictionary, code tables, audit/change history, and record-level metadata — not as a summary.
2. **Test results**, including bench, cell, module, pack, propagation, abuse, thermal-cycling, charge-abort, and post-incident teardown testing relating to the Osprey pack, in final and draft form.
3. **Source data**, including raw instrumentation output, thermocouple and voltage/current logs, telemetry and event-data-recorder downloads, CAN logs, calibration files, and the analysis workbooks in native format with formulas intact.
4. **Photographs and video** in original form with EXIF and other embedded metadata preserved, together with custody and collection metadata.
5. **Metadata** for all of the above per ¶ A.4, plus MD5 hash values.
6. Chain-of-custody records for the three subject vehicles and for retained pack and cell exemplars, and the current physical location of each retained article. Oriole confirms all such articles are preserved and will not be altered or destructively tested without prior notice to the Office.

**Limited withholding.** Oriole withholds **no facts, no photographs, no measurements, and no raw data** under this request. Oriole withholds only the discrete analytical narratives and mental impressions prepared at outside counsel's direction after the second event (see Request 6), each individually logged. Where a post-event analysis contains both counsel-directed opinion and factual test measurements, Oriole will produce the underlying measurements and photographs — from the ETR, in native form — and redact only the opinion content.

---

### REQUEST 6 — All reports by Emberline Engineering concerning Osprey batteries

**Response: bifurcated.** Emberline performed two distinct kinds of work, and Oriole distinguishes them rather than claiming protection over the vendor as such.

**Track 1 — Ordinary-course validation work: PRODUCED IN FULL.** Emberline prepared annual battery-validation reports for calendar years 2020 through 2024 under a standing engineering services contract executed in 2019, on a recurring schedule, as part of Oriole's routine product-validation program. These reports were not prepared because of anticipated litigation or enforcement, and they do not become protected because litigation later arose. Oriole asserts **no privilege or work-product claim** over them. **By March 6, 2026, Oriole will produce:** the 2020, 2021, 2022, 2023, and 2024 annual battery-validation reports in final form; all drafts, comment versions, and transmittal correspondence; all underlying test data, instrumentation output, photographs, and analysis workbooks in native form; Emberline's test plans, protocols, and deviation records; the 2019 standing engineering services contract and all statements of work, so that the Office may verify the ordinary-course character of this work; and Oriole's internal reviews and responses to each report. Oriole will not withhold any 2020–2024 validation report or any part of one.

**Track 2 — Counsel's separate post-event engagement: WITHHELD IN PART, LOGGED.** After the second thermal event (August 2, 2024), outside counsel Whitlock & Reyes LLP separately retained Emberline under a new confidential engagement, dated September 5, 2024, to analyze Oriole's litigation and enforcement exposure. That engagement was created because of anticipated litigation and enforcement, is separate in contract, scope, direction, reporting line, and funding from the standing engineering contract, and its analytical product is work product. Oriole objects to production of that analytical product and will withhold it, with an individual log entry for each document.

**But Oriole will produce, from Track 2:**

1. **All factual data generated under the Track 2 engagement** that consists of physical examination or measurement of vehicles, packs, cells, or components — test setups and conditions, raw instrumentation output, thermocouple and voltage logs, dimensional and metallurgical measurements, CT and microscopy imagery, teardown sequences, and photographs with metadata. Underlying incident facts and engineering measurements are not protected, and Oriole does not claim them.
2. **The September 5, 2024 engagement letter and any statements of work**, redacted only as to legal analysis, so the Office can evaluate the work-product claim rather than accept it.
3. **Any Track 2 material that was shared outside the protected circle** or that was used for an ordinary business purpose (for example, incorporated into a design-change decision, a supplier corrective-action request, or a field-action justification), and the resulting business decisions themselves.
4. **Any Track 2 document that in substance continues the ordinary-course validation program** rather than analyzing litigation or enforcement risk. Oriole will apply a document-by-document test to the Track 2 population and will not treat the engagement letter as a categorical shield; documents failing that test will be produced.

**Withheld and logged:** Emberline's risk analyses, exposure assessments, causation opinions prepared for counsel, draft analytical narratives, and communications with counsel conveying or requesting such analysis. Each entry will identify the engagement, its date, the anticipated-litigation trigger (the August 2, 2024 event and Oriole's receipt of the first claimant demand on August 26, 2024), and the facts required by Part C.

**Narrowing proposal.** Oriole proposes that the Office review the Track 1 production and the Track 2 factual data first; if the Office then contends that specific logged Track 2 documents are ordinary-course rather than counsel-directed, Oriole will submit those documents for in camera review rather than litigate the engagement categorically.

---

## PART C. PRIVILEGE-LOG PROTOCOL

**C.1 Scope.** Any document withheld in whole, or produced with privilege redactions, will be logged. Nothing responsive will be withheld without a log entry.

**C.2 Required fields.** Each entry will state:

1. Log control number, and Bates number if produced in redacted form;
2. Withheld in full or redacted in part (and, for redactions, the page/slide or field locations);
3. Document date (and, if none, best-evidence date with basis);
4. Document type (e.g., email, memorandum, slide deck, test report, handwritten note);
5. Author/from, with title and employer;
6. All recipients — to, cc, bcc — with titles and employers;
7. For each attorney named, a designation as in-house or outside counsel, bar admission, and role in the matter (a consolidated attorney list will accompany the first log);
8. For any non-lawyer recipient, the basis for that person's inclusion in the privileged circle (need to know / acting at counsel's direction);
9. Subject matter, described with enough specificity to evaluate the claim but without revealing the advice — stating the topic, the transaction or event, and the nature of the assistance sought or given (e.g., "Request for outside counsel's advice regarding the scope of safety-defect reporting obligations arising from Incident IR-2024-0331"). Entries reading only "legal advice" or "privileged communication" will not be used;
10. Privilege asserted (attorney-client, work product, or both);
11. For attorney-client claims: the facts establishing confidentiality, the legal purpose, and that confidentiality has been maintained;
12. For work-product claims: the anticipated litigation or enforcement proceeding; the trigger event and date; the person or engagement at whose direction the document was prepared; whether the document is fact or opinion work product; and, if the author performs ordinary-course work of a similar kind, the facts distinguishing this document from that ordinary-course work;
13. Custodian and source system/path;
14. Family relationship: parent control number, attachment control numbers, and attachment sequence.

**C.3 Mixed documents — redaction before withholding.** A document containing both privileged advice and non-privileged content (facts, engineering data, business decisions, minutes, status reporting) will be **produced with targeted redactions**, not withheld. Redactions will be labeled "REDACTED — ATTORNEY-CLIENT" or "REDACTED — WORK PRODUCT" at each location and logged per C.2. Withholding a mixed document in full is permitted only where redaction would leave no intelligible non-privileged content, and any such determination will be stated in the log entry.

**C.4 Attachments — no derivative privilege.** Privilege is assessed **document by document**, not family by family. A non-privileged attachment (photograph, test result, data export, engineering drawing, complaint record, invoice) will be produced even where its transmitting parent is withheld; the attachment will be produced behind a slipsheet identifying the parent's log control number. Conversely, a privileged attachment will be logged and withheld even where the parent is produced. No document will be withheld solely because it was sent to, received by, forwarded to, or copied on a lawyer.

**C.5 Categories expressly not logged as privileged.** Oriole will not log as privileged, and will produce: underlying incident facts; ordinary-course engineering, validation, and test data (including the 2020–2024 Emberline validation reports); final business decisions and the documents recording them; board and committee minutes, agendas, and resolutions; regulatory submissions; and documents merely copied to counsel.

**C.6 Categorical logging (only by agreement).** Oriole recognizes that categorical logging requires the Office's agreement. Oriole proposes, subject to the Office's consent, categorical treatment for three narrowly defined bodies of material, with each category described by date range, participants, and subject matter, and with a document count stated: (i) communications between Oriole and Whitlock & Reyes concerning this investigation created on or after February 10, 2026; (ii) litigation-hold notices, custodian interview notes, and collection-directive communications; and (iii) drafts of this response and of Oriole's productions. Absent agreement, Oriole will log all three categories individually. Oriole does **not** propose categorical treatment for any pre-service substantive communication or for any Emberline Track 2 document.

**C.7 Timing.** A privilege log covering each production will be served **within fourteen days of that production**. A consolidated final log will be served within twenty-one days after substantial completion (currently projected **June 5, 2026**). Where a request is answered with a nil privilege claim, Oriole will so state.

**C.8 Review methodology and certification.** Privilege screening will use a maintained attorney-name and law-firm-domain list plus legal-content terms, with **attorney second-level review of every screened hit** before withholding; automated screening alone will not support a claim. Documents that hit on an attorney name but contain no advice will be produced. Each log will be certified by a responsible attorney that the claims are made after review of the documents themselves.

**C.9 Challenges.** The Office may challenge any entry in writing. Oriole will respond within ten business days by producing the document, producing it redacted, supplementing the entry, or submitting the document for in camera review. Oriole will not require formal enforcement proceedings as a precondition to that process.

---

## PART D. NON-WAIVER AND CLAWBACK PROTOCOL

Oriole accepts the Office's offer of a non-waiver and clawback agreement and proposes the following terms for execution before the March 6, 2026 production.

**D.1 Non-waiver.** Production of privileged or protected material, whether inadvertent or not, does not waive any privilege or protection in this investigation or in any other federal, state, or private proceeding, and does not waive privilege as to the subject matter of the produced document or as to any other document.

**D.2 No excuse for deficient review.** This agreement does not relieve Oriole of the obligation to conduct a reasonable pre-production privilege review, and Oriole does not rely on it as a substitute for review. Oriole will not deliberately produce privileged legal advice in bulk in lieu of review, and will not use the agreement to shift privilege screening to the Office. Oriole's review methodology is stated at C.8. Should Oriole seek to accelerate any production using automated screening with reduced attorney review, it will disclose that fact and the methodology in advance and seek the Office's agreement.

**D.3 Notice of clawback.** On discovering that privileged material has been produced, Oriole will notify the Office in writing within **five business days of discovery**, identifying the material by Bates number, the privilege asserted, and the basis, and will serve a substitute redacted document or a conforming log entry within **ten business days** of the notice.

**D.4 Obligations on notice.** Within five business days of notice, the Office will sequester the identified material, return or certify destruction of all copies, delete it from review platforms, work files, drafts, and analyst notes, and make reasonable efforts to retrieve copies distributed internally or to other agencies (identifying any such distribution to Oriole). The Office will not use or disclose the material for any purpose pending resolution, and any notes or work product derived from it will be sequestered on the same terms.

**D.5 Disputes.** The Office may contest a clawback within fifteen business days of notice. The disputed document will be submitted under seal to the presiding official for in camera determination. Neither the production itself, nor the Office's temporary possession or review of the document, may be asserted as a ground of waiver; the merits of the underlying privilege claim remain fully contestable. Oriole bears the burden on the underlying claim.

**D.6 Material identified by the Office.** If the Office encounters produced material that appears privileged on its face, it will promptly notify Oriole and refrain from further review of that document pending Oriole's response, which Oriole will provide within ten business days.

**D.7 Third-party and quarantined material.** These terms apply equally to material produced by Emberline Engineering or any reseller in response to Oriole's requests or the Office's process, to the extent Oriole holds a privilege or protection in it, and Oriole will assert any such claim within ten business days of learning of the production.

**D.8 Confidentiality.** Oriole requests treatment of commercially sensitive engineering, supplier, pricing, and customer-identifying material as confidential business information under the Office's governing confidentiality regime; that request is separate from and does not qualify any privilege claim.

---

## PART E. CONSOLIDATED SCHEDULE AND PROPOSAL SUMMARY

| Date (2026) | Deliverable |
|---|---|
| Feb 24 | This response; acceptance of clawback agreement; request for March 3 conference |
| Mar 3 | Meet and confer: search terms, "substantially similar" definition, custodians, categorical logging, ESI format; execution of clawback agreement |
| **Mar 6** | **Request 5** complete production (IDB, test results, source data, photographs, metadata, chain of custody); **Request 6 Track 1** — all 2020–2024 Emberline validation reports, drafts, underlying data, and contracts; Track 2 factual data and engagement letter |
| Mar 10 | **Request 2** term-by-term hit counts reported to the Office |
| Mar 13 | **Request 1** Phase 1 Osprey complaint/warranty/field structured export |
| Mar 17 | **Reseller control report** — contractual rights, practical ability, systems, volumes (Rule 7 inquiry complete) |
| Mar 20 | **Request 4** board and safety-committee materials, with logged redactions; **Request 2** validation-sample results |
| Mar 27 | **Request 3** non-privileged production (facts transmitted to counsel, transmittals, final decisions, regulatory correspondence) |
| Apr 3 | **Request 1** Phase 1 narrative attachments, photographs, escalations |
| Apr 10 – May 15 | **Request 2** rolling custodian production; substantial completion May 15 |
| Apr 17 | **Request 1** Phase 2 Harrier sample |
| Rolling +14 days | Privilege log for each production |
| Jun 5 | Consolidated final privilege log; proposal on additional custodians |
| Quarterly +30 days | Supplemental productions in lieu of the prospective 2026 sweep; five-business-day notice of any new Osprey thermal event |

**Summary of what is contested and what is not.** Oriole contests: the four-line and 2018-start scope of Request 1; the unlimited-custodian, unlimited-date, unrefined-term design of Request 2; the demand in Request 3 for confidential legal advice as such; the 2018 start date and the privileged attachments and portions in Request 4; the ambiguity of "substantially similar" in Request 5; and work product from Emberline's separate post-event engagement in Request 6. Oriole contests nothing else, and produces the remainder of every request. Oriole makes no claim of privilege over incident facts, ordinary engineering or test data, final business decisions, board minutes, or documents merely copied to counsel, and makes no representation about the location or control of reseller complaint records pending completion of the inquiry reported on March 17, 2026.

Respectfully submitted,

/s/ ______________________
**Whitlock & Reyes LLP**
Counsel for Oriole Mobility, Inc.

/s/ ______________________
**General Counsel, Oriole Mobility, Inc.**

*Appendix A — Proposed search terms, proximity connectors, exclusion filters, DTC and complaint-code lists, and "substantially similar" definition*
*Appendix B — Custodian profiles, data sources, and collection scope*
*Appendix C — Attorney and law-firm identification list for privilege screening*
*Appendix D — Preservation notice recipients (internal custodians, Emberline, forty-two resellers)*