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UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

WICHITA FALLS DIVISION 

WILLIAM Q. RICHARDS ESTATE, 

Plaintiff, 

 v. 

CARET TX 144, LLC; CARET TX 145, LLC; 

CARET, LLC; CARET DECIMAL, LLC; 

INNOVATIVE SOLAR VENTURES I, LLC; 

INNOVATIVE SOLAR SYSTEMS, LLC; 

VIVOPOWER USA, LLC; and VIVOPOWER 

INTERNATIONAL, PLC 

Defendants. 

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Case No. 7:22-cv-00050-O 

FIRST AMENDED COMPLAINT 

** TRIAL BY JURY DEMANDED** 

The William Q. Richards Estate (hereinafter, “WQR Estate” or “Estate”) hereby files this 

Amended Complaint against Defendants Caret TX 144, LLC (hereinafter, “Caret TX 144”); Caret 

TX 145, LLC (hereinafter, “Caret TX 145”); Caret, LLC (hereinafter, “Caret”); Caret Decimal, 

LLC (hereinafter, “Caret Decimal”); Innovative Solar Ventures I, LLC (hereinafter “Innovative 

Solar Ventures”); Innovative Solar Systems, LLC (hereinafter, “Innovative Solar Systems”); 

VivoPower USA, LLC (hereinafter, “VivoPower USA”), and VivoPower International PLC 

(hereinafter, “VivoPower International”) (collectively, “Defendants”) and alleges as follows: 

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I. PRELIMINARY STATEMENT 

Cottle County has one of the lowest tax bases in the State of Texas. Out of the 254 counties 

in the Lone Star State, the County tax base ranks 252nd. The county seat of Paducah, population 

1,063, is the only town in the county and has watched as its population has steadily dropped year 

after year. The county is remote and desolate, roughly two hours from cities such as Lubbock and 

Wichita Falls. The county is desperate for industry and economic development, like so many rural 

communities across the state. 

On February 7, 2022, two Public Notices appeared in the county’s local weekly 

newspaper, The Paducah Post, concerning applications submitted to the county to create two 

reinvestment zones and enter into tax abatement agreements. The two proposed reinvestment zones 

included acreage belonging to the WQR Estate, the Plaintiff. Lara K. Richards, executrix of the 

Estate, was told by Cottle County Judge Karl Holloway that the applicants – Innovative Solar 144, 

LLC and Innovative Solar 145, LLC – intended to construct and operate two solar farms on land 

neighboring her family’s land. The reality, however, is that a consortium of the Defendants plans 

to build the two solar farms in order to power two massive crypto mine facilities to be constructed 

directly adjacent to the Paducah City Limits – just across the road from homes, churches, and the 

town’s only cemetery. 

The size and location of the planned Cottle County projects will undoubtedly produce 

incessant noise and cause great disruption to life in Paducah, judging from the disputes and 

lawsuits that have arisen across the U.S. and beyond relating to crypto mines. Numerous news 

articles recount the complaints from local residents about crypto mines: 

 “An Appalachian town was told a bitcoin mine would bring an economic 

boom. It got noise pollution and an eyesore.” (Limestone, Tenn. March 18, 2022, 

The Washington Post) 

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 “Just three years ago, a new kind of mining project started in the middle of 

one local community leaving many of the residents unhappy about the loud noise 

the company makes. What neighbors describe as a loud helicopter-like noise echoes 

through the community day and night.” (Adel, Ga. December 5, 2021, 

www.wfxl.com Fox31) 

 “Since January 2021, the 28,000 citizens in Cherokee County, North 

Carolina, have dealt with 24/7 noise and vibration from a Bitcoin mining facility.” 

(May 2, 2022, The Daily Beast) 

 “Bitcoin Mining Noise Drives Neighbors Nuts – A Giant Dentist Drill That 

Won’t Stop. Cryptocurrency operations require banks of computers and fans to cool 

them, and the din is making people who live nearby frazzled.” (Sherbrooke, Quebec 

November 12, 2021, The Wall Street Journal) 

 “Davey Funderbunk said he and his wife and kids can no longer hear the 

peaceful sound of the Nolichucky River in the mornings and evenings. It’s drowned 

out by the incessant hum made by dozens of fans cooling computer equipment at a 

bitcoin mine more than a mile from their rural home.” (Jonesborough, Tenn. July 

27, 2021, www.wjhl.com NewsChannel 11) 

 If constructed, the Defendants’ crypto mines will create significant disruption and greatly 

decrease the quality of life in the small rural community. Well aware of these inevitable 

consequences and of possible pushback from the community, Judge Holloway omitted that the 

Cottle County projects included crypto mining in his discussions with Ms. Richards, assuring her 

that the planned projects were “just two solar farms.” Similarly, at a Public Hearing about the 

projects, a representative from what the public thought was Innovative Solar concealed the true 

identities of the projects’ developers and the true scope of the Defendants’ crypto-mining 

intentions – namely that the solar farms would be constructed only if the crypto mining facilities 

were constructed. Importantly, the Innovative Solar representative failed to tell county residents 

that the Defendants had already committed the Cottle County solar farms to a new crypto mining 

venture. These numerous misrepresentations and omissions robbed Cottle County residents, 

especially the WQR Estate, of the chance to make any informed decisions regarding the projected 

plans for the community. 

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The WQR Estate owns 495 acres of land that were improperly included in the reinvestment 

zones and tax abatement agreements. The Estate brings the Instant Action in response to the 

misrepresentations and omissions the Defendants made regarding their identities and the true scope 

of the Cottle County projects, which directly caused the WQR Estate’s land to be wrongfully 

included in the reinvestment zones and tax abatement agreements, as discussed more fully below. 

II. PARTIES 

1. Plaintiff WQR Estate is an estate established in and organized under the laws of the 

State of Texas following the death of William Q. Richards on February 5, 2016. Mr. Richards was 

a Texas resident and citizen at the time of his death. The Estate’s legal address is 1637 U.S. Hwy 

83 South, P.O. Box 546, Paducah, Texas, 79248. Lara K. Richards, undersigned counsel, is 

executrix of the WQR Estate. 

2. Defendant Caret TX 144, formerly known as Innovative Solar 144, LLC 

(“Innovative Solar 144”), is a limited liability company organized and existing under the laws of 

the State of North Carolina, and it designs, builds, finances, and operates solar power plants. Its 

principal place of business is 44873 Falcon Place, Suite 174, Sterling, Virginia, 20166, and it may 

be served through its registered agent, James Tindal-Robertson, 1095 Hendersonville Road, 

Asheville, North Carolina, 28803. Caret TX 144’s managing member is Innovative Solar Ventures. 

Upon information and belief, Caret TX 144 is not registered or authorized to do business in the 

State of Texas, and its managing member, Innovative Solar Ventures, and its member(s) is/are not 

citizen(s) of the State of Texas. 

3. Defendant Caret TX 145, formerly known as Innovative Solar 145, LLC 

(“Innovative Solar 145”), is a limited liability company organized and existing under the laws of 

the State of North Carolina, and it designs, builds, finances, and operates solar power plants. Its 

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principal place of business is 44873 Falcon Place, Suite 174, Sterling, Virginia, 20166, and it may 

be served through its registered agent, James Tindal-Robertson, 1095 Hendersonville Road, 

Asheville, North Carolina, 28803. Caret TX 145’s managing member is Innovative Solar Ventures. 

Upon information and belief, Caret TX 145 is not registered or authorized to do business in the 

State of Texas, and its managing member, Innovative Solar Ventures, and its member(s) is/are not 

citizen(s) of the State of Texas. 

4. Defendant Caret is a limited liability company organized and existing under the 

laws of the State of New York, and it designs, builds, finances, and operates solar power plants. 

According to its website – https://caretp2x.com/ -- it is a wholly owned subsidiary of VivoPower 

International and is the owner of 12 solar projects in the United States. Upon information and 

belief, two of these projects are the projects planned for Cottle County, Texas, discussed herein. 

Its principal place of business is 44873 Falcon Place, Suite 174, Sterling, Virginia, 20166, and it 

may be served through its registered agent, Northwest Registered Agent LLC, 90 State Street, 

Suite 700, Office 40, Albany, New York 12207. Upon information and belief, Caret is not 

registered or authorized to do business in the State of Texas, and its member(s) is/are not citizen(s) 

of the State of Texas. 

5. Defendant Caret Decimal is a limited liability company organized and existing 

under the laws of the State of Delaware, and it is a renewable powered digital asset mining business 

launched by Caret in 2021. Upon information and belief, its principal place of business is 44873 

Falcon Place, Suite 174, Sterling, Virginia, 20166, and it may be served through its registered 

agent, Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. Upon 

information and belief, Caret Decimal is not registered or authorized to do business in the State of 

Texas, and its member(s) is/are not citizen(s) of the State of Texas. 

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6. Defendant Innovative Solar Ventures is a limited liability company organized and 

existing under the laws of the State of Delaware, and it designs, builds, and operates solar power 

plants. It is the managing member of Caret TX 144 and Caret TX 145. Its principal place of 

business is 1095 Hendersonville Road, Asheville, North Carolina, 28803, and it may be served 

through its registered agent, Innovative Solar Systems, LLC, 1095 Hendersonville Road, 

Asheville, North Carolina, 28803. Innovative Solar Ventures’ managing member is Innovative 

Solar Systems. Upon information and belief, Innovative Solar Ventures is not registered or 

authorized to do business in the State of Texas, and its managing member is not a citizen of the 

State of Texas, and its member(s) is/are not citizen(s) of the State of Texas. 

7. Defendant Innovative Solar Systems is a limited liability company organized and 

existing under the laws of the State of North Carolina, and it designs, builds, and operates solar 

power plants. It is the managing member of Innovative Solar Ventures. Upon information and 

belief, Innovative Solar Systems – as the Sole Member/Manager of Innovative Solar 144 and 

Innovative Solar 145 – was the signatory to the two solar farm lease agreements with the Biddy 

Family (defined infra) that were executed in 2016. Innovative Solar Systems’ principal place of 

business is 59 Florian Lane, Fletcher, North Carolina, 28732. Upon information and belief, 

Innovative Solar Systems is registered and authorized to do business in the State of Texas, and it 

may be served through its registered agent, Corporation Service Company, d/b/a CSC-Lawyers 

Inc., 211 E. 7th Street, Suite 620, Austin, Texas 78701. The managing members of Innovative 

Solar Systems are John E. Green, 59 Florian Lane, Fletcher, North Carolina, 28732, and Richard 

H. Green, 99 Distant View Drive, Asheville, North Carolina, 28803. Upon information and belief, 

neither of the managing members of Innovative Solar Systems is a citizen of the State of Texas, 

and none of the member(s) is/are citizens of the State of Texas. 

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8. Defendant VivoPower USA is a limited liability company organized and existing 

under the laws of Delaware, and it is a sustainable energy developer in sectors ranging from battery 

technology to electric vehicles to solar power. As discussed more fully below, VivoPower USA, 

with the below business address, was included as the point of contact for any inquiries regarding 

the tax abatement agreements executed between Cottle County and Innovative Solar 144 and 

Innovative Solar 145. VivoPower USA is registered and authorized to do business in the State of 

Texas. Its principal place of business is 44873 Falcon Place, Suite 174, Sterling, Virginia, 20166, 

and it may be served through its registered agent, Corporation Service Company dba CSC-Lawyers 

Incorporation Service Company, 211 E. 7th Street, Suite 620, Austin, Texas 78701. Upon 

information and belief, none of the managing member(s) of VivoPower USA is/are citizen(s) of 

the State of Texas, and none of the member(s) is/are citizen(s) of the State of Texas. 

9. Defendant VivoPower International is a public international company organized 

under United Kingdom law. It is registered and authorized to do business in the State of New York, 

and it is a sustainable energy developer in sectors ranging from battery technology to electric 

vehicles to solar power. Upon information and belief, its principal place of business in the United 

Kingdom is 34-37 Liverpool Street, London, EC2M- 7PP, United Kingdom, and its principal place 

of business in the United States is 44873 Falcon Place, Suite 174, Sterling, Virginia, 20166. It may 

be served through its registered agent, Corporation Service Company, 80 State Street, Albany, 

New York, 12207. Upon information and belief, VivoPower International is not registered or 

authorized to do business in the State of Texas, and its member(s) is/are not citizen(s) of the State 

of Texas. 

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III. JURISDICTION AND VENUE 

10. This Court has jurisdiction over this proceeding pursuant to 28 U.S.C. §1332. The 

amount in controversy exceeds $75,000, exclusive of interests and costs, and, upon information 

and belief, complete diversity exists between all adverse parties. 

11. Venue is proper in this district pursuant to 28 U.S.C. §1391 because the WQR 

Estate resides in this district, the reinvestment zones and tax abatement agreements at issue in this 

Matter concern property in this district, and a substantial portion of the conduct that is the subject 

of this Instant Action occurred in this district. 

IV. STATEMENT OF FACTS 

A. The February 7, 2022, Public Notices and Ms. Richards’ Conversation with Judge 

Holloway 

12. On February 7, 2022, two Notices of Public Hearing (“Public Notices”) appeared 

in The Paducah Post, the weekly newspaper in Paducah, Texas. The Public Notices concerned the 

proposed creation of two reinvestment zones for tax abatement in Cottle County, Texas: one zone 

would be known as Cottle County Reinvestment Zone-TX 144 and the other as Cottle County 

Reinvestment Zone-TX 145 (hereinafter, collectively, “Reinvestment Zones”). The applications 

were filed by two entities: Innovative Solar 144 and Innovative Solar 145, respectively. 

13. Innovative Solar 144 and Innovative Solar 145 also filed applications for tax 

abatement with Cottle County relating to the Reinvestment Zones. The Public Notices advised that 

the Cottle County Commissioners Court would conduct a Public Hearing on March 14, 2022, to 

consider the applications for creation of the Reinvestment Zones and applications for tax 

abatement filed by Innovative Solar 144 and Innovative Solar 145. 

14. The Public Notices that appeared in The Paducah Post included an aerial view of 

the +/- 3200 acres of land that would be included in the proposed Reinvestment Zones, as well as 

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a list of the respective landowners of the identified land. The land lies just on the southern edge 

of the city limits of Paducah, Texas. The proposed Reinvestment Zones included 495.74 acres of 

land owned by the WQR Estate. The proposed Reinvestment Zones also listed two tracts of land 

owned by Ronald R. & Alyson Richards: Parcel ID 1979, comprised of what the applicants listed 

as 603.83 acres; and Parcel ID 14176, comprised of what the applicants listed as 113.19 acres. 

15. Lara K. Richards, executrix of the WQR Estate, read the Public Notices in the 

newspaper and was shocked to discover that the Estate’s land had been included in the proposed 

Reinvestment Zones as no representative from Innovative Solar 144 or Innovative Solar 145 had 

discussed the proposed Reinvestment Zones or proposed tax abatement agreements with her or 

had otherwise discussed any aspect of these or any projects with her. Ms. Richards promptly 

contacted Cottle County Judge, Karl Holloway (hereinafter, “Judge Holloway”), for information 

about the projects. 

16. Judge Holloway provided Ms. Richards with an overview of the projects. He said 

that the Biddy Family – specifically, Prentiss D. and Ira Dell Biddy and their son, Robert Doyle 

“Bob” Biddy – had entered into solar farm lease agreements with Innovative Solar 144 and 

Innovative Solar 145 regarding their respective land (collectively, the “Biddy Land”). Judge 

Holloway explained to Ms. Richards that Innovative Solar 144 and Innovative Solar 145 planned 

to construct solar farms on the Biddy Land pursuant to those solar farm lease agreements. 

According to Judge Holloway, the projects would be comprised solely of two separate solar farms: 

one on the elder Biddy’s land, which is located west of the Estate’s land; and the other on Bob 

Biddy’s land, which adjoins the Estate’s land to the east. 

17. Judge Holloway explained that Innovative Solar 144 and Innovative Solar 145 had 

applied for the designation of the Reinvestment Zones so the companies could then qualify for tax 

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abatements for the two solar farm projects. Judge Holloway assured Ms. Richards that the projects 

consisted solely of two solar farms that would be located solely on the Biddy Land and that the 

related tax abatements would likewise involve only the Biddy Land. 

18. Ms. Richards asked Judge Holloway to explain why the WQR Estate was included 

in the proposed Reinvestment Zones if the projects and related tax abatement agreements would 

be limited solely to the Biddy Land. Judge Holloway explained that since the Biddy Land was not 

contiguous, including the Estate’s land in the Reinvestment Zones was necessary. He also stated 

that including the Estate’s land would make the projects more viable and would help ensure the 

solar farm projects were pursued and ultimately completed. Judge Holloway stressed that the solar 

farm projects would have a positive impact on the community and the county’s tax base, and he, 

therefore, encouraged Ms. Richards to support the projects for the benefit of the county. 

19. Importantly, Judge Holloway repeatedly assured Ms. Richards that the 

Reinvestment Zones and related tax abatement agreements were proposed solely for two solar farm 

projects; that these agreements would have absolutely no impact on the WQR Estate’s land and 

would not, in any way, affect the Estate’s taxes; and that the Estate’s land would not be included 

in the tax abatement agreements. 

20. Based on the representations from Judge Holloway about the scope of the projects 

– i.e., that they solely concerned two solar farms to be constructed and operated solely on the Biddy 

Land – and the lack of anticipated impact on the Estate’s land, Ms. Richards told Judge Holloway 

that she would not object to the creation of the Reinvestment Zones at the upcoming Public 

Hearing, nor would she object to the Estate’s land being included in the Reinvestment Zones. 

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B. The March 14, 2022, Public Hearing 

21. A Public Hearing was held on March 14, 2022, concerning the applications that 

Innovative Solar 144 and Innovative Solar 145 had filed to create the Reinvestment Zones in Cottle 

County and to enter into tax abatement agreements regarding the projects. At the hearing, Ross 

Metersky, who was introduced as a representative from Innovative Solar 144 and Innovative Solar 

145, told attendees about the two proposed projects, which were introduced initially as merely 

proposed solar farms. 

22. Shockingly, however, after Mr. Metersky discussed the proposed solar farm 

projects, Judge Holloway asked Mr. Metersky to explain that the projects were “not just solar,” 

even though Judge Holloway had told Ms. Richards that the projects were “just two solar farms.” 

Mr. Metersky continued his presentation to the attendees by explaining that the Cottle County 

projects could also include data mining and data storage. 

23. The handful of attendees at the Public Hearing asked Mr. Metersky many questions 

regarding the Cottle County projects, but Mr. Metersky provided nothing more than incomplete 

and misleading information in order to hide the true intentions of the Defendants. For instance, 

when an attendee asked Mr. Metersky to explain the data mining part of the project, Mr. Metersky 

provided only a brief statement that it was “just a bunch of computers . . . It’s bitcoin and crypto 

currency, and that is all I can – I can explain about it.” When the attendee further probed, asking 

whether the data mining “will be a warehouse full of computers and servers,” Mr. Metersky replied 

simply: “Yeah, it could be.” 

24. An attendee asked Mr. Metersky about the odds of data mining and data storage 

being added to the Cottle County projects. Mr. Metersky again offered only noncommittal 

statements regarding the likelihood of data mining coming to the county. He stated: “It’s a lot of 

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things have to happen, but that could happen, yeah. We are in development companies – my boss 

asks me when I’m on a project, they like to put percentages on them, and I can’t . . .” 

25. Attendees asked Mr. Metersky for specific information about the location of the 

projects and how they would be constructed, including, “How close will they be to town?” and 

whether the projects would have any effect on wildlife. Mr. Metersky generally referenced the 

proposed areas of the project, but he provided no specific information regarding the planned layout 

or location of the projects. 

26. When asked about the large size of the Reinvestment Zones, Mr. Metersky 

explained that the zone was larger than the actual planned project areas because “the idea of the 

zone was the – there is transmission lines, and just to give us some flexibility within the area . . . 

.” He continued his misleading statements: “[M]y approach with projects is to make them a little 

bit bigger, the zones, to give – to allow flexibility because you don’t know –you know, you might 

decide to make it subject to – a lot of it is driven by the electric power lots and what we can 

ultimately put on the grid. And you know, if we can get a little more than we initially thought, then 

we will try to make the project a little bit bigger without having to come back through the process.” 

27. Attendees were also curious about the ownership of the projects, and whether that 

could change in the future. An attendee asked Mr. Metersky about the chances of the Cottle County 

projects being sold, to which he replied: “These – we have three that are bundled, that are 

partnered. We have an investment partner. And that decision will be made after it’s operational.” 

28. Notably, throughout the entire Public Hearing, Mr. Metersky failed to correct the 

misrepresentation that he was a representative from Innovative Solar 144 and Innovative Solar 

145. 

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29. After the Public Hearing, the Cottle County Commissioners approved the formation 

of the Reinvestment Zones and approved and executed two tax abatement agreements: Tax 

Abatement Agreement Between Cottle County, Texas and Innovative Solar 144, LLC; and Tax 

Abatement Agreement Between Cottle County, Texas and Innovative Solar 145, LLC (hereinafter, 

collectively, “Tax Abatement Agreements”). 

C. Ms. Richards Uncovers the Misrepresentations and Omissions Regarding the 

Projects 

30. After the Public Hearing, Ms. Richards began hearing rumors about the projects, 

namely that Cottle County residents were under the mistaken impression that the solar farm 

projects were happening on the WQR Estate’s land. Ms. Richards reached out to Judge Holloway 

for clarification, and he again assured Ms. Richards that the project’s scope consisted solely of two 

solar farms to be constructed and operated solely on the Biddy Land. 

31. Seeking further assurance, Ms. Richards asked Judge Holloway to send her the 

documentation that the solar farm companies had submitted to Cottle County in conjunction with 

their applications for the creation of the Reinvestment Zones and the Tax Abatement Agreements. 

Judge Holloway emailed Ms. Richards the two Tax Abatement Agreements, as well as the 

Application for Tax Abatement filed by Innovative Solar 144 and the Application for Tax 

Abatement filed by Innovative Solar 145 (hereinafter, collectively, “Tax Abatement 

Applications”). Judge Holloway also emailed Ms. Richards the additional revenue projections that 

the solar farm companies had submitted to the County showing the purported revenue the solar 

farm projects would generate. 

32. Ms. Richards analyzed the documents and immediately realized the grave and 

imminent danger the Estate’s land faced – which dangers would be shared by all of the residents 

and landowners of Cottle County and the city of Paducah – as a result of Innovative Solar 144’s 

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and Innovative Solar 145’s material misrepresentations and omissions. The Defendants intended 

to construct massive data mining facilities to be located at the City Limits of Paducah – within 

walking distances of homes, churches, and the town’s only cemetery. 

33. This was not simply two solar farm projects, as Ms. Richards had been repeatedly 

told. 

D. The Tax Abatement Agreements Reveal the Depth of the Misrepresentations and 

Omissions 

34. The two Tax Abatement Agreements that the county executed with Innovative 

Solar 144 and Innovative Solar 145 revealed the true scope of the companies’ nefarious plans, 

plans that the Defendants purposefully hid from the county in the Tax Abatement Applications.

35. Innovative Solar 144 and Innovative Solar 145 filed Tax Abatement Applications 

with the county on January 31, 2022. Tucked beneath a half-page description of the companies’ 

purported plans to construct a solar farm was a single line that read, “The project may also include 

battery storage and/or data mining.” The rest of the eight-page Applications include information 

solely about the solar farm projects, including the expected capacity. Importantly, the Defendants 

provided estimated revenue projections only for the solar farm projects as part of the Applications 

in the respective Attachments 3.

33. But the Tax Abatement Agreements, as well as the additional revenue projections 

also provided to the county, revealed the true scope and magnitude of the projects. As Section B 

of the Tax Abatement Agreement Between Cottle County, Texas and Innovative Solar 144 reads:

Owner proposes certain improvements generally described as infrastructure with 

nameplate capacity necessary to generate and transmit approximately 45 megawatts 

(MW) of electricity related to a solar powered electric generation facility (the 

“Project”). Owner reserves the right, but is not obligated, to additionally improve 

the property with some level of electrical storage capacity and/or data mining 

operations that will be located within the Reinvestment Zone, such improvements 

in Cottle County and the Reinvestment Zone more particularly described and 

defined in this Agreement and herein collectively referred to as the 

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“Improvements.” Not later than the date of COD, as defined herein, Owner will 

inform the County of its election to install electrical storage and/or data mining 

capacity, and the capital costs of such improvements. 

The Tax Abatement Agreement Between Cottle County, Texas and Innovative Solar 145 contains 

similar language.

34. Other sections of the Tax Abatement Agreements likewise reveal that the true scope 

of the projects includes data mining and electrical storage. For instance, Exhibit A to the 

Agreements titled “Project Description” includes a list of solar farm-related improvements planned 

for the projects but then ends with the following statement: “The project may also include battery 

storage and/or data mining. All improvements will be subject to the abatement.” 

35. It was also clear that Innovative Solar 144’s and Innovative Solar 145’s plans in 

Cottle County extended beyond the boundaries of the Biddy Land, directly contradicting the 

statements Judge Holloway had made to Ms. Richards. Exhibit B to the Agreements titled “Project 

Map” denotes the entire +/- 3200-acre reinvestment zones as the “Project Map,” and Exhibit C 

titled “Project Description” likewise lists all land included in the Reinvestment Zones, including 

the Estate’s land. 

36. The Tax Abatement Agreements give the Defendants unfettered latitude and 

unilateral control regarding their planned activities and authorities in the Reinvestment Zones after 

the Agreements were executed. For instance, Section B of the Tax Abatement Agreements begins 

by defining the “Project” as a “solar power electric generation facility.” But the Agreements then 

provide that Innovative Solar 144 and Innovative Solar 145 may unilaterally broaden the scope of 

the project to include “electrical storage capacity and/or data mining operations” and places no 

boundaries or restrictions on that unilateral authority. Rather, Section B concludes that Innovative 

Solar 144 and Innovative Solar 145 will simply “inform” the county of their unilateral election to 

install electrical storage and/or data mining capacity in the future. 

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37. In other words, once the county signed the Agreements, Innovative Solar 144 and 

Innovative Solar 145 had sole and unfettered authority to develop the land with data mining 

facilities and needed absolutely no additional inputs, consideration, or approval by the county to 

do so. No additional public hearings, no notices, no additional agreements, nothing. Once the 

county signed the Agreements, Innovative Solar 144 and Innovative Solar 145 were in full control. 

38. Upon information and belief, Innovative Solar 144 and Innovative Solar 145 also 

knew that the county has no zoning ordinances that could prevent a data mining facility from being 

constructed right next to the city limits – a literal stone’s throw away from churches, homes, and 

the town’s cemetery, and just a short walk to the county’s only public school. Innovative Solar 144 

and Innovative Solar 145 also knew that the county has no rules or regulations in place that would 

govern the construction of the facilities or monitor the companies’ operation of the facilities once 

constructed. 

39. In fact, Innovative Solar 144 and Innovative Solar 145 expressly noted the lack of 

ordinances and regulations in the Road Use Agreements the companies entered into with the 

county regarding the projects: 

[T]here are no applicable Cottle County rules or ordinances that would require 

Innovative Solar 145, LLC to obtain zoning approval, a permit, or an authorization 

for the ownership, construction, operation or maintenance of a solar energy project 

and its Improvements within the Project Area. There are no presently existing 

Cottle County rules or ordinances . . . regarding decommissioning, safety buffer 

zones, set back requirements, noise restrictions, shade, flicker, shadow or visibility 

restrictions, or other zoning rules or regulations affecting the proposed ownership, 

construction, operation, or maintenance of Improvements within the Project Area. 

40. Importantly, the Project Description located in the Exhibit A of the Agreements 

expressly states: “The project may also include battery storage and/or data mining. All 

improvements will be subject to the abatement.” This broad statement ensured that none of the 

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Defendants would ever have to go before the Cottle County Commissions Court again or hold 

another public hearing or seek any approvals at all to pursue their crypto mining ventures. 

E. VivoPower USA and Caret Enter the Picture, Further Revealing the Extent of the 

Misrepresentations and Omissions About the Projects’ Scope 

41. The Tax Abatement Agreements also revealed to Ms. Richards the involvement of 

a new and previously undisclosed entity – VivoPower USA. As noted above, the applications for 

the creation of the Reinvestment Zones and Tax Abatements had been filed by Innovative Solar 

144 and Innovative Solar 145, respectively. The address listed for communications to the solar 

farm companies in the Tax Abatement Agreements, however, was directed to: c/o VivoPower 

USA, LLC, 44873 Falcon Place, Suite 174, Sterling, VA 20166. Likewise, the Tax Abatement 

Applications filed by Innovative Solar 144 and Innovative Solar 145 listed an email address with 

the domain name of “@vivopower.com” to contact the companies’ representative. 

42. Ms. Richards researched VivoPower USA and discovered the website for another 

company, VivoPower International, billed as an “international battery technology, electric vehicle, 

solar, and critical power services company” on its website, http://vivopower.com. 

43. The emergence of VivoPower USA and VivoPower International – which Ms. 

Richards discovered only upon careful review of the executed Agreements – led to another 

outrageous discovery. On December 8, 2021 – four months before the Public Hearing in Cottle 

County -- VivoPower International had announced in a press release that it was entering the 

booming business of crypto mining through its subsidiary, Caret. 

44. In the press release titled “VivoPower Subsidiary, Caret, Announces LOI to Launch 

Renewable Powered Digital Asset Mining Business,” VivoPower International announced “plans 

to start a crypto mining business through its subsidiary Caret, which owns solar power projects 

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throughout the U.S.” (emphasis added). The press release further explained that Caret had “signed 

a letter of intent to launch Caret Decimal, a renewable powered digital asset mining business.” 

45. Shockingly, the December 2021 press release explained that VivoPower 

International was committing solar sites in Texas to the data mining project. As the statement read: 

“For the deal, Caret will contribute an initial 206 MW-CD of solar sites in Texas in exchange for 

$20 million of equity in Caret Decimal. . . . In connection with the transaction, Caret will be 

contributing an initial 206MW-DC of its ready to build solar power from sites in Cottle and 

Hardeman Counties, Texas.” (emphasis added). 

46. The VivoPower International press release also listed Caret as the “owner” of the 

Cottle County solar farm sites, and Caret likewise proclaims that it is the “owner” of the Cottle 

County solar farm sites on its website. 

47. A review of the North Carolina Secretary of State’s business registration website 

also reveals that Innovative Solar 144 and Innovative Solar 145 filed to change their legal names 

on December 28, 2021, well before they filed the application for tax abatement with the county 

and months before the Public Hearing. The two entities are now legally known as Caret TX 144, 

LLC and Caret TX 145, LLC, respectively, further revealing the ties to Caret and its crypto mining 

endeavors. 

48. The involvement of VivoPower USA, VivoPower International, Caret, and Caret 

Decimal, along with the December 2021 press release, make it abundantly clear the true scope of 

the Cottle County projects. These are not just two solar farms, as Ms. Richards was told; the plan 

is to build two massive data mining facilities directly adjacent to the city limits of Paducah, Texas. 

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F. A VivoPower February 2022 Presentation Further Revealed the Defendants’ True 

Plans for Cottle County 

49. In her research, Ms. Richards also discovered a presentation that VivoPower 

created that further sheds light on the Defendants’ actual plans in the county. On February 24, 

2022 – almost two months before the Cottle County Public Hearing – VivoPower released its HalfYear Results Presentation for the Six Months Ended December 31, 2021. In the presentation, 

VivoPower noted that it had seen a “[s]ignificant increase in interest from cryptocurrency mining 

hosting firms and miners[,]” and it referenced the letter of intent with Caret Decimal to contribute 

the two Cottle County sites to the new cryptomining venture. 

50. But the February 2022 presentation also included actual drawings of the planned 

Cottle County projects, including the number of initial data center containers that would be placed 

on each solar farm site, as well as the data center capacity capabilities on each site, as seen in the 

drawings below: 

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51. The February 2022 presentation explained that the “[r]enewable solar energy 

powers the cryptomining operations, with option to sell power to grid during high demand/high 

power price periods.” The presentation made it abundantly clear that the Defendants did not intend 

to construct standalone solar farms and then decide, at a later time, whether or not to add crypto 

mining. Instead, the Cottle County projects were a combination solar farm/crypto mining projects 

from Day 1. Upon information and belief, the Defendants planned to construct the Cottle County 

solar farms only if they could include crypto mining, and, in fact, the Defendants would never 

construct a standalone solar farm in the county because it is unfeasible and undesirable due to 

limitations of putting additional generated electricity onto the existing grid. 

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G. The Defendants Misrepresented the Scope and Likelihood of the Defendants’ 

Crypto-Mining Plans 

52. Ms. Richards was repeatedly told that Innovative Solar 144’s and Innovative Solar 

145’s projects in Cottle County were just two solar farms to be construed and operated only on the 

Biddy Land. She had no idea about the involvement of all of the Defendants in the Cottle County 

projects or their true intentions – namely to build two massive crypto mines – as evidenced by the 

December 2021 press release and the February 2022 earnings presentation. 

53. Ms. Richards was also told that the Estate’s land needed to be included in the 

Reinvestment Zones because the Biddy Land was not contiguous. At the Public Hearing, however, 

the Defendants’ representative, Mr. Metersky, explained that he liked to “make [reinvestment 

zones] a little bit bigger” to give the developers the flexibility to expand in the future. He also 

stated that because of the transmission lines -- which happen to run across the Estate’s land – that 

making the Reinvestment Zones larger gave the developers more “flexibility.” Mr. Metersky’s 

explanation for including the Estate’s land had nothing to do with the need for project land to be 

contiguous to make the project viable, as Ms. Richards was told; rather, it stemmed from the fact 

that the developers hoped to expand onto the Estate’s land in the future. 

54. Ms. Richards was repeatedly told that the Cottle County projects were “just two 

solar farms.” But as evidenced by the December 2021 press release and especially the February 

2022 presentations, the projects were always intended to be combination solar farm/crypto mine 

projects. In fact, upon information and belief, the Defendants would never construct a stand-alone 

solar farm project in the county because limitations on the existing electric grid make a stand-alone 

project unfeasible. 

55. Attendees at the March 2022 Public Hearing were also entirely misled about the 

possibility of crypto mining coming to their community. As recounted above, Mr. Metersky told 

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attendees that he “can’t explain about it” when expressly asked to explain what cryptomining was. 

And when directly asked about the likelihood of data mining coming to the county, he said he 

couldn’t put a percentage on it. The reality, as noted above, is that the Cottle County projects had 

been committed to a new crypto-mining business venture in December 2021, and the solar farms 

would be constructed only if the crypto mining facilities were also built. 

56. Mr. Metersky was also asked about the likelihood of the projects being sold in the 

future. Mr. Metersky noted that three projects were “packaged” together, but he wholly omitted 

the fact that VivoPower International had already signed a Letter of Intent committing the projects 

to Caret Decimal, a new business venture into crypto mining. 

57. Mr. Metersky had ample opportunity to explain the true names of the developers of 

the projects in Cottle County and their true intentions; yet, he continued to misrepresent and omit 

material facts about the project in his discussions with local residents. Even though the possibility 

of data mining was discussed at the March 2022 Public Hearing, at no time did Mr. Metersky 

discuss the two documents discussed above or fully disclose to the attendees the Defendants’ plans 

as discussed in-depth in these documents. 

58. In fact, Mr. Metersky was directly asked for specific information that is found in 

these two documents; nevertheless, he constantly avoided giving the attendees accurate and 

complete information. Quite frankly, it is baffling how the Defendants could provide detailed 

discussion of these projects to their investors via the press release and earnings statement -- and 

file these intentions as part of their disclosures to the Securities and Exchange Commission -- and 

yet wholly omit this same information when directly asked by the very community where these 

projects would be constructed. 

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H. The Defendants Misrepresented That the Tax Abatement Agreements Covered 

Only the Biddy Land 

59. Ms. Richards was repeatedly told that the Tax Abatement Agreements the county 

would execute with Innovative Solar 144 and Innovative Solar 145 would involve only the Biddy 

Land. 

60. A careful review of the Tax Abatement Applications and the Agreements 

themselves, however, reveals that the tax abatement applies to the full scope of the +/- 3200 acres 

in the Reinvestment Zones, which includes thousands of acres of land not leased by either 

Innovative Solar 144 or Innovative Solar 145. Upon information and belief, and confirmed on the 

Caret’s website, Innovative Solar 144 has only +/- 440 acres leased with the Biddy Family, and 

Innovative Solar 145 has +/- 330 acres leased with the Biddy Family. This means that only onequarter of the +/-3200 acres in the Reinvestment Zones was actually leased by Innovative Solar 

144 and Innovative Solar 145 when the Tax Abatement Applications were filed and the Tax 

Abatement Agreements were executed. 

61. There is no mention in the Agreements of any leases with the Biddy Family, and 

there is no limiting language in the Agreements that even mentions the existence of a lease with 

landowners. Ms. Richards had been repeatedly told by Judge Holloway that the Tax Abatement 

Agreements would involve only land that the solar farm companies had under lease. However, it 

is clear that the Agreements are not limited to the Biddy Land. And this makes sense, given that 

the Defendants’ representative explained that the developers might want to expand the project in 

the future – onto the Estate’s land. As such, the Defendants wanted the Reinvestment Zones and 

Tax Abatement Agreements to cover as wide a swath of land as possible so that the Defendants 

never had to go before the County for additional approval in the future. 

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62. Importantly, the WQR Estate has never executed a lease agreement, entered into 

any negotiations regarding such an agreement, or even discussed the possibility of such an 

agreement with Innovative Solar 144, Innovative Solar 145, or any of the Defendants in this matter. 

And yet, Innovative Solar 144 and Innovative Solar 145 executed two agreements with the county 

that are not limited to land the developers currently have under lease. 

I. The Defendants Misrepresented and Omitted the True Identities of the Projects’ 

Developers 

63. The Tax Abatement Applications were filed by Innovative Solar 144 and 

Innovative Solar 145, respectively, on January 31, 2022. As noted above, however, these two 

companies had legally changed their names to Caret TX 144 and Caret TX 145, respectively, as of 

December 28, 2021, a full month before the Cottle County applications were filed. 

64. The Public Notices that appeared in The Paducah Post on February 7, 2022, 

likewise listed Innovative Solar 144 and Innovative Solar 145 as the applicants for the 

Reinvestment Zones and Tax Abatement. Likewise, a representative from what the public thought 

was Innovative Solar 144 and Innovative Solar 145 discussed the projects at the Public Hearing 

on March 14, 2022, even though Mr. Metersky had ample opportunity to explain to the attendees 

who he really worked for and the companies that were actually developing the Cottle County 

projects. 

65. The Tax Abatement Agreements that the County signed on March 14, 2022, also 

listed Innovative Solar 144 and Innovative Solar 145 as the respective co-parties to the 

Agreements. 

66. Caret TX 144 and Caret TX 145 misrepresented and omitted their true identities in 

all representations to Cottle County and its residents, including Ms. Richards, in order to conceal 

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the crypto-mining ventures planned by VivoPower USA, VivoPower International, Caret, and 

Caret Decimal. 

67. Innovative Solar Systems and Innovative Solar Ventures also materially 

contributed to the misrepresentations and omissions by allowing their names to be associated with 

the Cottle County projects. The name “Innovative Solar” misled Cottle County residents, including 

Ms. Richards, into believing that the planned projects were indeed just two solar farms. In fact, 

Innovative Solar Systems’ website discusses only solar farm development projects – there is no 

mention of data mining and/or electrical storage projects. 

J. Sadly, Cottle County’s Story is Occurring In Rural Communities Across the 

Nation 

68. The Defendants’ misrepresentations and omissions occurring in Cottle County right 

now are unfortunately not unique. Crypto-mining operations are quickly exploiting impoverished 

communities all over rural America and beyond, as detailed in numerous recent news reports. 

Disputes and lawsuits are developing between the crypto mines, on the one hand, and local 

governments and residents who had no idea that a crypto mine project was coming to their 

communities. 

69. Upon information and belief, crypto-mining is the process by which computers 

perform complex mathematical calculations to “mine” or generate new cryptocurrency. Crypto 

mines require massive amounts of energy, which leads to opposition regarding energy 

consumption and its effects on the environment. The New York Legislature, for instance, recently 

passed a two-year limited moratorium on digital currency mining at fossil fuel power plants. 

70. Upon information and belief, in addition to massive energy consumption, crypto 

mines also produce massive amounts of noise from the cooling fans that run 24/7 to keep the 

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mining companies have compared the crypto-mine cooling fans to “a jet engine idling on a nearby 

tarmac” and “a giant dentist drill that won’t stop,” for instance. 

71. If constructed, the two data mining facilities in Cottle County would be built on the 

edge of Paducah’s city limits. One of the sites is directly across from the Church of St. Elizabeth 

and the town’s only cemetery, and merely hundreds of feet from the country home of Regina 

Richards, widow of William Q. Richards. The other site is within walking distance from the 

Church of Christ. Both sites neighbor dozens of homes of the town’s residents and are just a short 

mile’s walk to the town’s only public school. 

72. Upon information and belief, the data mines would create significant disruption, 

decrease quality of life, and make property values plummet, especially for the Estate. In a town 

that already struggles to maintain its tiny population, much less attract new residents, making 

Paducah’s residents suffer such noise pollution – and doing so through misrepresentations and 

omissions to county residents about the companies’ true intentions – is unconscionable. 

73. As detailed in news articles, many rural communities have unfortunately learned of 

crypto mines in their communities only after the mines have already been constructed. But the 

WQR Estate has learned of the Defendants’ massive crypto-mining venture in Cottle County on 

the eve of construction. According to the Agreements, construction on the Cottle County projects 

is set to begin in 2022. 

K.The Reinvestment Zones Incorrectly Include Richards Family Land Located 

Within the Paducah City Limits

74. The Reinvestment Zones are invalid and unenforceable because they include 

Richards Family land that lies within the Paducah City Limits. 

75. Sec. 312.401 of the Texas Property Redevelopment and Tax Abatement Act 

provides that “[t]he commissioners court of a county eligible to do so under Section 312.002 by 

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order may designate as a reinvestment zone an area of the county that does not include area in the 

taxing jurisdiction of a municipality.” Thus, a reinvestment zone established under Section 312 by 

a county cannot include land that lies within the city limits of a municipality. 

76. In Article 4 of the Tax Abatement Agreements, the County represented “that the 

property within the Reinvestment Zone and the Site is located within the legal boundaries of the 

County and outside the boundaries of all municipalities located in the County.” (emphasis 

added) Thus, even the County recognized the importance of that restriction. 

77. The Reinvestment Zones include two tracts of land owned by Ronald R. & Alyson 

Richards: Parcel ID 1979, comprised of what the Defendants listed as 603.83 acres; and Parcel ID 

14176, comprised of what the Defendants listed as 113.19 acres. This acreage includes land that 

lies in the City Limits. 

78. Parcel ID 1979 refers to land in Section 1, B.S. & F. Ry Co., Abstract No. 59, and 

Parcel ID 14176 refers to land in Section 1, D.H. Jones, Abstract No. 662. At the northern edge of 

this land, the couple owns a row of city blocks that lies within the City Limits of Paducah, as 

reflected on their tax statements. The city blocks, and their corresponding acreage, are: 

79. All of R.A. Blocks 10-16, as well as 0.76 acres of R.A. Block 17, are located in the 

area that abuts the county land in Section 1, D.H. Jones, Abstract No. 662. Correspondingly, 0.96 

RA BLOCK 10 1.9

RA BLOCK 11 1.9

RA BLOCK 12 1.6

RA BLOCK 13 1.6

RA BLOCK 14 1.6

RA BLOCK 15 1.6

RA BLOCK 16 1.6

RA BLOCK 17 1.72

RA ALL OF BLK 46 1.72

TOTAL ACREAGE 15.24

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acres out of Block 17 and all of Block 46 abut the county land in Section 1, B.S. & F. Ry. Co., 

Abstract No. 59. 

80. Upon information and belief, all of R.A. Blocks 10-16, as well as 0.76 acres of 

Block 17, are located in the area that abuts the county land in Section 1, D.H. Jones, Abstract No. 

662. Correspondingly, 0.96 acres out of Block 17 and all of Block 46 abut the county land in 

Section 1, B.S. & F. Ry. Co., Abstract No. 59. 

81. Taking the city lots into account, Ronald R. & Alyson Richards own 113.29 acres 

of land in Section 1, D.H. Jones, Abstract No. 662 and only 603.73 acres of land in Section 1, B.S. 

& F. Ry. Co., Abstract No. 59 that lie outside of the City Limits. Thus, when the Reinvestment 

Zones included 603.83 acres of land in Section 1, B.S. & F. Ry. Co., Abstract No. 59, this 

improperly and illegally included 0.10 acres of R.A. Block 17 in the Reinvestment Zones, which 

is a violation of state law. 

V. CAUSES OF ACTION 

COUNT I: ACTION TO NULLIFY AND/OR DECLARE 

THE REINVESTMENT ZONES VOID 

82. The Plaintiff re-alleges each of the foregoing paragraphs as if fully stated herein. 

83. Section 312.401 of the Texas Property Redevelopment and Tax Abatement Act 

states that a county “may designate as a reinvestment zone an area of the county that does not

include area in the taxing jurisdiction of a municipality.” (emphasis added) 

84. As noted above, the county has improperly and unlawfully designated Richards 

Family land as part of the Reinvestment Zones that lies within the City Limits of Paducah, Texas. 

The County has included 0.10 acres of land that reside in R.A. Block 17 in both Reinvestment 

Zones. 

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85. As such, Cottle County Reinvestment Zone-TX 144 and Cottle County 

Reinvestment Zone-TX 145 should be declared void. 

COUNT II: ACTION TO NULLIFY AND/OR DECLARE 

THE TAX ABATEMENT AGREEMENTS VOID 

86. The Plaintiff re-alleges each of the foregoing paragraphs as if fully stated herein. 

87. Because the County has improperly and unlawfully created two Reinvestment 

Zones that include land that lies within the City Limits of Paducah, any tax abatement agreements 

that the County executed relating to those reinvestment zones should also be declared void. 

88. Notwithstanding the invalidity of the Reinvestment Zones, however, the Tax 

Abatement Agreements themselves are also invalid because they are not limited to land the 

Defendants currently have leased. 

89. Section 312.402 of the Texas Property Redevelopment and Tax Abatement Act 

expressly provides that there are only two types of people/entities with which a county may 

contract regarding a tax abatement agreement for real property located in a Reinvestment Zone: 

(a) The commissioners court may execute a tax abatement agreement with the 

owner of taxable real property located in a reinvestment zone . . . 

** 

(a-3) The commissioners court may execute a tax abatement agreement with a 

lessee of taxable real property located in a reinvestment zone . . . 

Clearly, a county may enter into a tax abatement agreement under this Section only with the owner

of the real property or a lessee of the real property. 

90. Neither Caret TX 144, Caret TX 145, nor any of the other Defendants own the 

WQR Estate’s land, and none of the Defendants have entered into a lease agreement with the WQR 

Estate regarding its land. 

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91. While Section 312.402 allows a county to enter into a tax abatement agreement 

“with the owner of tangible personal property located on real property in a reinvestment zone,” the 

lack of ownership and/or lease agreement between any of the Defendants and the WQR Estate 

means that the Tax Abatement Agreements should not include the WQR Estate’s land. 

92. Currently, the Tax Abatement Agreement “Project Map” references the full +/- 

3,200 acre Reinvestment Zone as the “Project Map,” and the “Project Description” likewise lists 

all land included in the Reinvestment Zones, including the Estate’s land. 

93. As such, the Tax Abatement Agreement between Cottle County, Texas, and 

Innovative Solar 144, as well as the Tax Abatement Agreement between Cottle County, Texas, 

and Innovative Solar, 145, should be declared void. 

COUNT III: NEGLIGENT MISREPRESENTATION 

94. The Plaintiff re-alleges each of the foregoing paragraphs as if fully stated herein. 

95. Under Texas law, the elements for a claim of negligent misrepresentation include: 

“(1) defendant's representation to a plaintiff in the course of defendant's business or in a transaction 

in which the defendant had an interest; (2) defendant's providing false information for the guidance 

of others; (3) defendant's failure to exercise reasonable care or competence in obtaining or 

communicating information; (4) plaintiff's justifiable reliance on defendant's representation; and 

(5) defendant's negligent misrepresentation proximately causing the plaintiff's injury.” Willis v. 

Marshall, 401 S.W.3d 689, 698 (Tex. App. 2013). The Plaintiff has demonstrated each of these 

elements. 

96. Defendants repeatedly misrepresented and omitted their true identities and their 

actual planned projects in Cottle County, as detailed above. The Defendants purposefully and 

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deliberately hid their identities and the involvement of additional parties so that residents of Cottle 

County, including Ms. Richards, could not detect the Defendants’ true identities or plans. 

97. As discussed above, in December 2021, the Defendants announced in a press 

release that they were committing the two Cottle County solar farms to a new business venture 

into crypto mining and had signed a letter of intent to transfer the projects to the new venture called 

Caret Decimal. In February 2022, VivoPower International presented detailed drawings and plans 

for the combination crypto mine/solar farm projects in Cottle County, noting that the electricity 

generated by the solar farms would flow directly to the crypto mines. 

98. Upon information and belief, the Defendants would never construct a standalone 

solar farm project in the county due to limitations on the existing electric grid and the unfeasibility 

and profitability of a standalone solar farm project. 

99. And yet, in March 2022, a representative from what the public thought was 

Innovative Solar told attendees at a Public Hearing that the Cottle County projects were solar farms 

and that data mining was merely a possibility, not a requirement. The true scope of the Defendants’ 

crypto-mining plans was never told to Cottle County residents, including Ms. Richards. 

100. The true identities of the solar farm developers; the involvement of VivoPower 

USA, VivoPower International, Caret, and Caret Decimal; the December 2021 press release 

regarding the planned use for sites; and the February 2022 presentation that included actual 

drawings and further details on the plans for Cottle County were all material facts that the 

Defendants withheld from the citizens of Cottle County, including Ms. Richards, with the goal of 

misleading the public about the Defendants’ true intentions for the projects. 

101. Ms. Richards relied on the representations regarding the Defendants’ identities and 

the projects’ limited scope when she supported the applications for the creation of the 

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Reinvestments Zones and for tax abatement filed by two companies she thought were named 

Innovative Solar 144 and Innovative Solar 145. She did not object to 495.74 acres of the Estate’s 

land being designated as part of the Reinvestment Zones. 

102. Ms. Richards reasonably believed that Innovative Solar 144 and Innovative Solar 

145 planned to construct and operate only two solar farms on the Biddy Land. Instead, two 

previously unknown companies called Caret TX 144 and Caret TX 145 intend to construct two 

solar farms that will power two massive crypto-mining facilities. 

103. Ms. Richards also believed that the Tax Abatement Agreements would include only 

the Biddy Land. Instead, Innovative Solar 144 and Innovative Solar 145 executed agreements that 

include the Estate’s land, despite being neither an owner nor lessee of that land, in direct violation 

of Texas law. 

104. The Defendants’ misrepresentations and omissions directly led to the Estate’s 

injuries, namely that the Estate’s land is currently included in two Reinvestment Zones that were 

secured by the Defendants’ misrepresentations and omissions, and the Estate’s land was 

improperly included in the Tax Abatement Agreements, in contravention of Texas law. 

VI. PRAYER 

105. WHEREFORE, the WQR Estate respectfully requests that, after due proceedings, 

including a trial by jury, the Court enter the following judgments:

a) Declaring the Reinvestment Zones void under Texas law; 

b) Declaring the Tax Abatement Agreements void under Texas law; 

c) Awarding damages, including punitive damages, in the WQR Estate’s favor against 

all Defendants, jointly and severally; 

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d) Awarding any and all attorney’s fees, costs, and interest allowed by contract or law; 

and 

e) Awarding any and all other relief as may be just and equitable. 

Respectfully submitted, 

/s/ Jason W. Burge 

Jason W. Burge 

TX Bar No. 24112316 

Lara Richards (admitted pro hac vice) 

SBN (LA) 34054 

FISHMAN HAYGOOD LLP 

201 St. Charles Avenue, 46th Floor 

New Orleans, Louisiana 70170-4600 

(504) 586-5252; (504) 586-5250 fax 

jburge@fishmanhaygood.com 

lrichards@fishmanhaygood.com 

Counsel for Plaintiff

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