Contract analysis

1. Purpose of Request This memorandum requests that the Office Services / Corporate Services Department order certificates of good standing (also known as certificates of status) from the Delaware Secretary of State for two affiliated entities: (1) Calloway-Briggs Renewables Inc. ("CBR") and (2) Saguaro Flats Solar LLC ("Saguaro Flats" or the "Project Company"). Both entities are Delaware-domiciled and are clients of

2. Entity Information — Calloway-Briggs Renewables Inc. The following information pertains to the first entity for which a certificate of good standing must be obtained: CBR was incorporated in Delaware and maintains its principal place of business in Houston, Texas. As the sole member and Manager of the Project Company, CBR's good standing is relevant to both the PPA counterparty's diligence requirements and the Len

3. Entity Information — Saguaro Flats Solar LLC The following information pertains to the second entity for which a certificate of good standing must be obtained: Saguaro Flats Solar LLC was formed as a Delaware limited liability company and operates as a single-purpose entity consistent with standard project finance structuring requirements. As the direct counterparty to both the PPA and the Credit Facility, its cer

4. Ordering Instructions Please follow the instructions below when ordering the certificates of good standing for each of the two entities identified above. Source. All certificates must be obtained from the Delaware Secretary of State, Division of Corporations. The Division of Corporations is the sole authority empowered to issue official certificates of good standing (certificates of status) for Delaware entities.

5. Billing and Charge Code All costs associated with this request — including but not limited to Division of Corporations filing fees, expedited processing fees, registered agent coordination fees (if any), and shipping or courier charges — should be billed to the following matter: Matter No.: 1015-00002 Matter Description: Calloway-Briggs Renewables Inc. — Saguaro Flats Solar PPA Billing Partner: George Trujillo, En

6. Timing and Delivery Requested Completion Date. All certificates must be received by the firm no later than September 5, 2025. This date provides a ten (10)-day cushion before the target PPA execution date of September 15, 2025, and a twenty-six (26)-day cushion before the target Credit Facility closing date of October 1, 2025. The buffer period is necessary to allow the deal team sufficient time to review the cert

7. Additional Notes The following additional items should be noted and addressed in connection with this request: Franchise Tax and Annual Report Verification. Before or contemporaneously with placing the certificate orders, please confirm with Capitol Registered Agents LLC that all annual franchise taxes and annual reports for both Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC are current and have been