CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE
CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
C&H Matter No.: 1015-00001
[●], 2022
Delaware Department of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — Calloway-Briggs Renewables Inc. (Delaware File No. [●])
Dear Sir or Madam:
This firm, Calderwood & Harkness LLP, serves as outside corporate counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation duly organized and existing under the laws of the State of Delaware. We are writing on behalf of the Company to respectfully request that the Division of Corporations of the Delaware Department of State issue a certificate of good standing (also referred to as a certificate of status) with respect to the Company. This certificate is needed in connection with a significant corporate transaction, specifically the proposed initial public offering of shares of common stock of the Company (the "IPO"), for which Calderwood & Harkness LLP is acting as counsel to the issuer. The certificate of good standing will be required as a condition to the closing of the IPO and is necessary to satisfy certain closing deliverables and opinion requirements thereunder.
Entity Identification Information
For purposes of identifying the entity in your records, we provide the following information:
Specific Request
We respectfully request that the Division of Corporations issue a short-form certificate of good standing confirming that Calloway-Briggs Renewables Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Specifically, we request that the certificate confirm, to the extent reflected in the records maintained by the Division of Corporations, each of the following:
(a) that Calloway-Briggs Renewables Inc. was duly incorporated as a corporation under the General Corporation Law of the State of Delaware;
(b) that the Company is validly existing and in good standing as a corporation in the State of Delaware as of the date of such certificate;
(c) that all applicable franchise taxes and annual fees payable to the State of Delaware by the Company have been paid to date and that the Company is not in arrears with respect to any such obligations; and
(d) that the Company has not been voided, dissolved, merged out of existence, or otherwise terminated as a matter of record with the Division of Corporations.
We further request that the certificate be dated as of a date not more than five (5) business days prior to the anticipated closing date of the IPO. To the extent practicable, we request that the certificate bear a date as close to [●], 2022 as reasonably possible. If it is not possible to accommodate this timing request, we ask that you contact the undersigned so that we may coordinate an appropriate issuance date.
Form of Certificate and Delivery Instructions
We respectfully request that the certificate of good standing be issued and delivered in both of the following forms:
1. Original Hard Copy. Please send one (1) original hard copy of the certificate of good standing via overnight courier (e.g., Severin Partners LLC or Halcyon Partners LLC Next Day Air) to the following address:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Brendan Walsh, Lead Associate, Capital Markets Group
2. Certified Electronic Copy. In addition to the original hard copy, please transmit a certified electronic copy of the certificate (in PDF format) via email to the following address:
Brendan Walsh
Email: [bwalsh@calderwoodharkness.com]
We note that if expedited or same-day processing is available from the Division of Corporations, we request that such expedited service be utilized for this request. We understand that expedited processing may be subject to an additional fee, and we authorize such fee to be charged as described below.
Processing Fee and Payment
We understand that the standard filing fee for a short-form certificate of good standing from the Delaware Division of Corporations is currently Fifty Dollars ($50.00). In the event that a long-form certificate of good standing is required or deemed more appropriate for our purposes, we acknowledge that the applicable fee is One Hundred Seventy-Five Dollars ($175.00), and we authorize such fee in the alternative.
[Enclosed herewith please find a check in the amount of $[●] payable to "Delaware Secretary of State."] [Alternatively, payment will be made by credit card, certified check, or such other method of payment as is accepted by the Division of Corporations. A credit card authorization form is enclosed herewith for this purpose.]
In the event that expedited or same-day processing is requested and approved, we understand that an additional fee may apply and we authorize payment of such additional fee by the same method described above. If the total fees required to process this request exceed the amount of the enclosed payment, or if additional fees or charges are required for any reason, we respectfully ask that the Division of Corporations contact the undersigned at the telephone number or email address listed below before processing the request, so that we may promptly arrange for any supplemental payment.
Authorization and Contact Information
Calderwood & Harkness LLP is fully authorized to make this request on behalf of Calloway-Briggs Renewables Inc. This authorization has been provided to our firm by the Company's General Counsel in connection with our engagement as outside counsel for the IPO transaction. Should any additional documentation or confirmation of our authority be required, we will promptly furnish the same upon request.
Should you have any questions regarding this request, or if additional information is needed in order to process the certificate, please do not hesitate to contact either of the following individuals at Calderwood & Harkness LLP:
Primary Contact: Brendan Walsh Lead Associate, Capital Markets Group Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: [(212) 558-__]
Email: [bwalsh@calderwoodharkness.com]
Alternative Contact: Natasha Forbes Working Associate, Capital Markets Group Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: [(212) 558-__]
Email: [nforbes@calderwoodharkness.com]
Thank you for your prompt attention to this matter. Given the time-sensitive nature of the underlying transaction, we would greatly appreciate the Division's expeditious processing of this request.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Brendan Walsh Lead Associate, Capital Markets Group C&H Matter No. 1015-00001
Enclosures:
• Payment: [Check in the amount of $[●] payable to "Delaware Secretary of State"] / [Credit Card Authorization Form] — [To be inserted at closing]
Note: No enclosures are attached to this draft form of the request letter. Payment and any accompanying authorization documentation will be completed and enclosed at the time this letter is finalized and transmitted in connection with the closing of the IPO.
CONFIDENTIALITY NOTICE: This communication, including any attachments, is from the law firm of Calderwood & Harkness LLP and is intended solely for the use of the individual or entity to which it is addressed. It may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including the attorney-client privilege and attorney work product doctrine. If you are not the intended recipient, or the employee or agent responsible for delivering this communication to the intended recipient, you are hereby notified that any dissemination, distribution, copying, or other use of this communication or its contents is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone at (212) 558-4000 and destroy all copies of this communication and any attachments.
DRAFT — FOR USE AT CLOSING — NOT YET SENT
This letter is a form document prepared in advance of the anticipated closing of the initial public offering of common stock of Calloway-Briggs Renewables Inc. Bracketed information is to be completed at the time of closing. This letter has not been transmitted to the Delaware Division of Corporations as of the date of this draft.
| Full Legal Name: | Calloway-Briggs Renewables Inc. |
| Entity Type: | Corporation |
| Jurisdiction of Incorporation: | State of Delaware |
| Registered Agent in Delaware: | Capitol Statutory Services, Inc. |
| Registered Agent Address: | 1209 Orange Street, Wilmington, Delaware 19801 |
| Employer Identification Number (EIN): | 83-4027615 |
| Date of Incorporation: | 2014 (original Certificate of Incorporation filed with the Secretary of State of the State of Delaware in 2014) |
| Delaware File Number: | [●] |