1015-00001 · Graymont Brothers Inc · Closing

good-standing-request-cbr-texas.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

C&H Matter No. 1015-00001

[●], 2022

Office of the Secretary of State State of Texas Corporations Section — Certificates Unit P.O. Box 13697 Austin, TX 78711-3697

Re: Request for Certificate of Existence — Calloway-Briggs Renewables Inc. (Foreign Corporation — Incorporated in Delaware) Texas SOS Filing Number: [To be inserted] Federal EIN: 83-4027615 (provided for cross-reference purposes only)

Dear Sir or Madam:

Calderwood & Harkness LLP serves as outside legal counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation duly organized and existing under the laws of the State of Delaware and registered to transact business in the State of Texas as a foreign corporation. On behalf of the Company, we respectfully request that the Office of the Secretary of State issue a Certificate of Existence (also referred to as a "Certificate of Status"), which we understand to be the official equivalent under Texas law of what is colloquially referred to in many jurisdictions as a "Certificate of Good Standing," for Calloway-Briggs Renewables Inc., confirming that the Company is currently in existence and duly authorized to transact business in the State of Texas as a registered foreign corporation. We note that, under Section 4.007 of the Texas Business Organizations Code, the document is properly styled a "Certificate of Existence" or "Certificate of Status," and we make this request using that statutory terminology.

[DRAFTING NOTE — TO BE REMOVED BEFORE SENDING: The Texas Secretary of State filing number for CBR's registration as a foreign corporation in Texas must be obtained from CBR's internal corporate records or confirmed through a preliminary name-search on the Texas SOS SOSDirect system and inserted in the "Re:" line and in the body of this letter before it is finalized and sent. The federal EIN (83-4027615) is not the same as the Texas SOS filing number and should not be relied upon for this purpose. Please coordinate with Sandra Haverford at CBR to obtain the correct Texas SOS filing number.]

For the convenience of your office in locating the Company's records, we provide the following entity identification information:

We have enclosed a copy of the Company's Texas registration / qualification documentation, to the extent available in our files, to assist your office in locating the applicable records. If additional information is required to process this request, please do not hesitate to contact the undersigned at the address and telephone number set forth below.

The Certificate of Existence is being requested in connection with general corporate purposes and in connection with a securities transaction for which such certificate is required as a closing deliverable. We respectfully request that the certificate reflect the status of the Company as of the most recent practicable date.

[DRAFTING NOTE — TO BE REMOVED BEFORE SENDING: Consistent with standard practice, the letter should not disclose the specifics of the proposed initial public offering or the identity of the underwriters in correspondence with the Secretary of State. The reference to "a securities transaction" is sufficient.]

We respectfully request that the Certificate of Existence be issued in long-form format, to the extent such format is available from your office, and that it confirm each of the following:

(a) That Calloway-Briggs Renewables Inc. is duly registered and authorized to transact business in the State of Texas as a foreign corporation;

(b) That the Company is in existence and in good standing (or such equivalent language as may be used by the Office of the Secretary of State in its standard form of certificate);

(c) To the extent reflected in the records maintained by the Secretary of State, the date through which all required filings have been made and are current; and

(d) Such other information as is customarily included in a long-form Certificate of Existence issued by the Texas Secretary of State for a foreign corporation.

We note that, under Texas law, confirmation of franchise tax account status — including confirmation that all franchise taxes and public information reports have been filed and are current — is within the jurisdiction of the Texas Comptroller of Public Accounts and may not be reflected in the Certificate of Existence issued by the Secretary of State. We understand that a separate franchise tax account status letter may need to be obtained directly from the Comptroller's office, and we intend to submit a separate request to that office if required. To the extent, however, that your office is able to include or cross-reference franchise tax standing in the Certificate of Existence, we would appreciate the inclusion of such information.

[DRAFTING NOTE — TO BE REMOVED BEFORE SENDING: A companion request to the Texas Comptroller of Public Accounts for a franchise tax account status confirmation should be discussed with Sandra Haverford, General Counsel of CBR, before filing. This is advisable because the underwriters and their counsel will likely require both the SOS certificate and the Comptroller's franchise tax clearance letter as closing deliverables. See master closing checklist (Document 130) and composite good-standing request list (Document 135).]

In light of the time-sensitive nature of this request, we respectfully request expedited processing on a twenty-four (24) hour or same-day basis, as applicable and as may be available from your office. We are prepared to pay the applicable expedited processing fee in addition to the standard certificate fee. If expedited processing is not available through the mail request process and must be submitted through the SOSDirect online system or in person, please advise the undersigned promptly so that we may arrange for an alternative submission method.

With respect to delivery, we respectfully request that:

(i) The original Certificate of Existence be sent by overnight courier (at our expense, if required) to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Brendan Walsh

(ii) A preliminary copy of the Certificate of Existence be transmitted by email, upon issuance or as soon as practicable thereafter, to:

[Email address to be inserted]

If overnight courier delivery is not available through your office, please advise us and we will arrange for a courier pickup at your office or provide a prepaid shipping label.

We enclose herewith a check in the amount of the applicable filing and certificate fee, together with the applicable expedite fee, based on the current fee schedule published by the Texas Secretary of State. If the enclosed amount is insufficient, or if the fee for the requested long-form certificate with expedited processing differs from the enclosed amount, please contact the undersigned immediately and we will promptly remit the balance due. Alternatively, if your office accepts credit card payments, we are prepared to provide a credit card authorization form upon request. We ask that your office confirm receipt of this request and the sufficiency of the enclosed payment at its earliest convenience.

For any questions regarding this request, or to confirm the status of processing, please contact:

Brendan Walsh Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: [To be inserted]

Email: [To be inserted]

Alternatively, please contact:

Natasha Forbes Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: [To be inserted]

Email: [To be inserted]

Thank you for your prompt attention to this request. We appreciate your assistance and look forward to receiving the Certificate of Existence at your earliest convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Brendan Walsh Associate On behalf of Calderwood & Harkness LLP

Enclosures:

1. Check (or credit card authorization form) for applicable certificate fee and expedite fee

2. Copy of Texas registration / qualification documentation for Calloway-Briggs Renewables Inc. (to the extent available, to assist in locating the Company's records)

cc:

Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc.

Jennifer Kwon, Partner, Calderwood & Harkness LLP

Natasha Forbes, Associate, Calderwood & Harkness LLP

INTERNAL ANNOTATIONS / DRAFT NOTES (To Be Removed Before Sending)

Note 1 — Texas SOS Filing Number. The Texas Secretary of State filing number for Calloway-Briggs Renewables Inc.'s registration as a foreign corporation in Texas must be obtained from CBR's corporate records (or confirmed through a search on the SOSDirect database maintained by the Texas Secretary of State at https://www.sos.state.tx.us/corp/sosda/index.shtml) and inserted in the "Re:" line and body of this letter before it is finalized and transmitted. The federal Employer Identification Number (83-4027615) is the IRS-assigned EIN and is not the Texas-specific SOS filing number. Please coordinate with Sandra Haverford at CBR to obtain the correct filing number. If the Company's Texas registration records are not readily available, a preliminary SOSDirect search by entity name should confirm the filing number.

Note 2 — Timing and Delivery Coordination. The date of this letter and the delivery instructions should be coordinated with the closing timeline for the proposed offering. As of June 17, 2022, the offering is dormant and this letter has not been sent. Before finalizing and sending, confirm with Jennifer Kwon and the deal team that the offering timeline supports the request and that the certificate will be current as of the anticipated closing date. Good-standing certificates are typically required to be dated within a specified number of days (often 5 to 10 business days) prior to closing; coordinate accordingly so that the certificate is not stale at closing.

Note 3 — Companion Request to Texas Comptroller of Public Accounts. A separate request to the Texas Comptroller of Public Accounts for a franchise tax account status confirmation letter should be considered and discussed with Sandra Haverford, General Counsel of CBR. Under Texas law, the Secretary of State's Certificate of Existence confirms that the entity is registered and authorized to transact business, but franchise tax compliance — including the filing of franchise tax returns and public information reports and the payment of franchise taxes — is within the jurisdiction of the Comptroller. Underwriters and their counsel may require both the SOS Certificate of Existence and the Comptroller's franchise tax account status letter (sometimes referred to as a "tax clearance letter") as separate closing deliverables. If a Comptroller request is advisable, a separate letter to the Comptroller should be prepared.

Note 4 — Cross-Reference to Closing Checklist and Subsidiary Requests. This request relates to the parent company, Calloway-Briggs Renewables Inc. Per the master closing checklist (Document 130) and the good-standing certificates composite request list for material subsidiaries (Document 135), several CBR subsidiaries are also Texas-formed or Texas-qualified entities for which separate Certificate of Existence requests will be needed. The following subsidiaries have been identified as requiring separate Texas good-standing certificate requests:

• CBR Holdings LLC — formed in Delaware; qualification status in Texas to be confirmed

• Calloway-Briggs Operating Company LLC — formed in Texas

• Solaris West Solar LLC — formed in Texas

• Pronghorn Wind LLC — formed in Texas

• Brazos Energy Storage LLC — formed in Texas

• Mesquite Wind Holdings LLC — formed in Texas

• CBR Development Co. LLC — formed in Texas

Separate request letters should be prepared for each of the foregoing entities. For Texas-formed entities (as opposed to foreign-qualified entities), the form of the Certificate of Existence request will differ slightly because they are domestic entities under Texas law. Confirm the filing numbers, registered agent information, and current status of each subsidiary before submitting the companion requests. Coordinate with Natasha Forbes, who is maintaining the composite good-standing request tracking spreadsheet.

Item	Detail
Full Legal Name:	Calloway-Briggs Renewables Inc.
Entity Type:	Corporation (C-Corporation)
State of Incorporation:	Delaware
Status in Texas:	Foreign Corporation — Registered / Qualified to Transact Business
Texas SOS Filing Number:	[To be inserted — see drafting note above]
Federal Employer Identification Number (EIN):	83-4027615
Date of Formation in Delaware:	2014
Date of Registration / Qualification in Texas:	[To be confirmed based on Company records]
Principal Office Address in Texas:	4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746
Registered Agent in Delaware (for cross-reference):	Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, DE 19801

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
C&H Matter No. 1015-00001
[●], 2022
Office of the Secretary of State State of Texas Corporations Section — Certificates Unit P.O. Box 13697 Austin, TX 78711-3697
Re: Request for Certificate of Existence — Calloway-Briggs Renewables Inc. (Foreign Corporation — Incorporated in Delaware) Texas SOS Filing Number: [To be inserted] Federal EIN: 83-4027615 (provided for cross-reference purposes only)
Dear Sir or Madam:
Calderwood & Harkness LLP serves as outside legal counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation duly organized and existing under the laws of the State of Delaware and registered to transact business in the State of Texas as a foreign corporation. On behalf of the Company, we respectfully request that the Office of the Secretary of State issue a Certificate of Existence (also referred to as a "Certificate of Status"), which we understand to be the official equivalent under Texas law of what is colloquially referred to in many jurisdictions as a "Certificate of Good Standing," for Calloway-Briggs Renewables Inc., confirming that the Company is currently in existence and duly authorized to transact business in the State of Texas as a registered foreign corporation. We note that, under Section 4.007 of the Texas Business Organizations Code, the document is properly styled a "Certificate of Existence" or "Certificate of Status," and we make this request using that statutory terminology.
[DRAFTING NOTE — TO BE REMOVED BEFORE SENDING: The Texas Secretary of State filing number for CBR's registration as a foreign corporation in Texas must be obtained from CBR's internal corporate records or confirmed through a preliminary name-search on the Texas SOS SOSDirect system and inserted in the "Re:" line and in the body of this letter before it is finalized and sent. The federal EIN (83-4027615) is not the same as the Texas SOS filing number and should not be relied upon for this purpose. Please coordinate with Sandra Haverford at CBR to obtain the correct Texas SOS filing number.]
For the convenience of your office in locating the Company's records, we provide the following entity identification information:
We have enclosed a copy of the Company's Texas registration / qualification documentation, to the extent available in our files, to assist your office in locating the applicable records. If additional information is required to process this request, please do not hesitate to contact the undersigned at the address and telephone number set forth below.
The Certificate of Existence is being requested in connection with general corporate purposes and in connection with a securities transaction for which such certificate is required as a closing deliverable. We respectfully request that the certificate reflect the status of the Company as of the most recent practicable date.
[DRAFTING NOTE — TO BE REMOVED BEFORE SENDING: Consistent with standard practice, the letter should not disclose the specifics of the proposed initial public offering or the identity of the underwriters in correspondence with the Secretary of State. The reference to "a securities transaction" is sufficient.]
We respectfully request that the Certificate of Existence be issued in long-form format, to the extent such format is available from your office, and that it confirm each of the following:
(a) That Calloway-Briggs Renewables Inc. is duly registered and authorized to transact business in the State of Texas as a foreign corporation;
(b) That the Company is in existence and in good standing (or such equivalent language as may be used by the Office of the Secretary of State in its standard form of certificate);
(c) To the extent reflected in the records maintained by the Secretary of State, the date through which all required filings have been made and are current; and
(d) Such other information as is customarily included in a long-form Certificate of Existence issued by the Texas Secretary of State for a foreign corporation.
We note that, under Texas law, confirmation of franchise tax account status — including confirmation that all franchise taxes and public information reports have been filed and are current — is within the jurisdiction of the Texas Comptroller of Public Accounts and may not be reflected in the Certificate of Existence issued by the Secretary of State. We understand that a separate franchise tax account status letter may need to be obtained directly from the Comptroller's office, and we intend to submit a separate request to that office if required. To the extent, however, that your office is able to include or cross-reference franchise tax standing in the Certificate of Existence, we would appreciate the inclusion of such information.
[DRAFTING NOTE — TO BE REMOVED BEFORE SENDING: A companion request to the Texas Comptroller of Public Accounts for a franchise tax account status confirmation should be discussed with Sandra Haverford, General Counsel of CBR, before filing. This is advisable because the underwriters and their counsel will likely require both the SOS certificate and the Comptroller's franchise tax clearance letter as closing deliverables. See master closing checklist (Document 130) and composite good-standing request list (Document 135).]
In light of the time-sensitive nature of this request, we respectfully request expedited processing on a twenty-four (24) hour or same-day basis, as applicable and as may be available from your office. We are prepared to pay the applicable expedited processing fee in addition to the standard certificate fee. If expedited processing is not available through the mail request process and must be submitted through the SOSDirect online system or in person, please advise the undersigned promptly so that we may arrange for an alternative submission method.
With respect to delivery, we respectfully request that:
(i) The original Certificate of Existence be sent by overnight courier (at our expense, if required) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Brendan Walsh
(ii) A preliminary copy of the Certificate of Existence be transmitted by email, upon issuance or as soon as practicable thereafter, to:
[Email address to be inserted]
If overnight courier delivery is not available through your office, please advise us and we will arrange for a courier pickup at your office or provide a prepaid shipping label.
We enclose herewith a check in the amount of the applicable filing and certificate fee, together with the applicable expedite fee, based on the current fee schedule published by the Texas Secretary of State. If the enclosed amount is insufficient, or if the fee for the requested long-form certificate with expedited processing differs from the enclosed amount, please contact the undersigned immediately and we will promptly remit the balance due. Alternatively, if your office accepts credit card payments, we are prepared to provide a credit card authorization form upon request. We ask that your office confirm receipt of this request and the sufficiency of the enclosed payment at its earliest convenience.
For any questions regarding this request, or to confirm the status of processing, please contact:
Brendan Walsh Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: [To be inserted]
Email: [To be inserted]
Alternatively, please contact:
Natasha Forbes Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: [To be inserted]
Email: [To be inserted]
Thank you for your prompt attention to this request. We appreciate your assistance and look forward to receiving the Certificate of Existence at your earliest convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Brendan Walsh Associate On behalf of Calderwood & Harkness LLP
Enclosures:
1.  Check (or credit card authorization form) for applicable certificate fee and expedite fee
2.  Copy of Texas registration / qualification documentation for Calloway-Briggs Renewables Inc. (to the extent available, to assist in locating the Company's records)
cc:
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc.
Jennifer Kwon, Partner, Calderwood & Harkness LLP
Natasha Forbes, Associate, Calderwood & Harkness LLP
INTERNAL ANNOTATIONS / DRAFT NOTES (To Be Removed Before Sending)
Note 1 — Texas SOS Filing Number. The Texas Secretary of State filing number for Calloway-Briggs Renewables Inc.'s registration as a foreign corporation in Texas must be obtained from CBR's corporate records (or confirmed through a search on the SOSDirect database maintained by the Texas Secretary of State at https://www.sos.state.tx.us/corp/sosda/index.shtml) and inserted in the "Re:" line and body of this letter before it is finalized and transmitted. The federal Employer Identification Number (83-4027615) is the IRS-assigned EIN and is not the Texas-specific SOS filing number. Please coordinate with Sandra Haverford at CBR to obtain the correct filing number. If the Company's Texas registration records are not readily available, a preliminary SOSDirect search by entity name should confirm the filing number.
Note 2 — Timing and Delivery Coordination. The date of this letter and the delivery instructions should be coordinated with the closing timeline for the proposed offering. As of June 17, 2022, the offering is dormant and this letter has not been sent. Before finalizing and sending, confirm with Jennifer Kwon and the deal team that the offering timeline supports the request and that the certificate will be current as of the anticipated closing date. Good-standing certificates are typically required to be dated within a specified number of days (often 5 to 10 business days) prior to closing; coordinate accordingly so that the certificate is not stale at closing.
Note 3 — Companion Request to Texas Comptroller of Public Accounts. A separate request to the Texas Comptroller of Public Accounts for a franchise tax account status confirmation letter should be considered and discussed with Sandra Haverford, General Counsel of CBR. Under Texas law, the Secretary of State's Certificate of Existence confirms that the entity is registered and authorized to transact business, but franchise tax compliance — including the filing of franchise tax returns and public information reports and the payment of franchise taxes — is within the jurisdiction of the Comptroller. Underwriters and their counsel may require both the SOS Certificate of Existence and the Comptroller's franchise tax account status letter (sometimes referred to as a "tax clearance letter") as separate closing deliverables. If a Comptroller request is advisable, a separate letter to the Comptroller should be prepared.
Note 4 — Cross-Reference to Closing Checklist and Subsidiary Requests. This request relates to the parent company, Calloway-Briggs Renewables Inc. Per the master closing checklist (Document 130) and the good-standing certificates composite request list for material subsidiaries (Document 135), several CBR subsidiaries are also Texas-formed or Texas-qualified entities for which separate Certificate of Existence requests will be needed. The following subsidiaries have been identified as requiring separate Texas good-standing certificate requests:
•  CBR Holdings LLC — formed in Delaware; qualification status in Texas to be confirmed
•  Calloway-Briggs Operating Company LLC — formed in Texas
•  Solaris West Solar LLC — formed in Texas
•  Pronghorn Wind LLC — formed in Texas
•  Brazos Energy Storage LLC — formed in Texas
•  Mesquite Wind Holdings LLC — formed in Texas
•  CBR Development Co. LLC — formed in Texas
Separate request letters should be prepared for each of the foregoing entities. For Texas-formed entities (as opposed to foreign-qualified entities), the form of the Certificate of Existence request will differ slightly because they are domestic entities under Texas law. Confirm the filing numbers, registered agent information, and current status of each subsidiary before submitting the companion requests. Coordinate with Natasha Forbes, who is maintaining the composite good-standing request tracking spreadsheet.
Item | Detail
Full Legal Name: | Calloway-Briggs Renewables Inc.
Entity Type: | Corporation (C-Corporation)
State of Incorporation: | Delaware
Status in Texas: | Foreign Corporation — Registered / Qualified to Transact Business
Texas SOS Filing Number: | [To be inserted — see drafting note above]
Federal Employer Identification Number (EIN): | 83-4027615
Date of Formation in Delaware: | 2014
Date of Registration / Qualification in Texas: | [To be confirmed based on Company records]
Principal Office Address in Texas: | 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746
Registered Agent in Delaware (for cross-reference): | Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, DE 19801

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022

CALDERWOOD & HARKNESS LLP

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