FR EA
1015-00002 · Calloway-Briggs Renewables Inc · Closing
good-standing-request-memo.docx DOCUMENT M&A / Corporate
7 / 36 ← → ✕
Contract analysis Extract to table

INTERNAL MEMORANDUM — CALDERWOOD & HARKNESS LLP

Classification: Internal Administrative / Non-Privileged

Matter No.: 1015-00002

Date: August 8, 2025

From: David Stanton, Working Associate, Energy & Infrastructure

To: Office Services / Corporate Services Department, Calderwood & Harkness LLP

CC: Brett Callahan, Lead Associate, Energy & Infrastructure; Patricia Dunmore, Responsible Partner, Energy & Infrastructure

Re: Request to Order Certificates of Good Standing from the Delaware Secretary of State — Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC

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 this firm in the above-referenced matter.

The certificates are required as conditions precedent to two interrelated transactions currently being coordinated by the Energy & Infrastructure group:

(a) Power Purchase Agreement. Execution of a twenty (20)-year Power Purchase Agreement (the "PPA") between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc. ("Meridian" or "Buyer"), as Buyer, for the full energy output of the Saguaro Flats Solar Project, a 150 MWac (megawatt, alternating current) solar photovoltaic generating facility located in Pecos County, Texas (the "Project"). The PPA has an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000). The target execution date for the PPA is September 15, 2025.

(b) Construction-to-Term Loan Facility. Closing of a One Hundred Eight Million Dollar ($108,000,000) senior secured construction-to-term loan facility (the "Credit Facility") with Tralvendo National Bank, N.A., as Administrative Agent, and a syndicate of lenders to be determined (the "Lenders"). The Credit Facility will finance the construction and initial operation of the Project. The target closing date for the Credit Facility is October 1, 2025.

Both the PPA closing checklist circulated by Buyer's counsel, Hargrove & Linden LLP, and the lender's counsel, Whitfield Stroval & Cade LLP, have identified delivery of current certificates of good standing for both CBR and Saguaro Flats as express conditions precedent to their respective closings. The certificates serve to confirm that each entity is validly existing and in good standing under the laws of Delaware as of a date reasonably proximate to closing.

Accordingly, timely procurement of these certificates is critical to maintaining the deal timeline for both the PPA execution and the Credit Facility closing. This memorandum provides all entity details, ordering specifications, billing instructions, and delivery requirements necessary for Office Services to fulfill this request.

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 Lenders' organizational document review. Buyer's counsel has specifically requested confirmation that CBR, as the entity exercising managerial control over the Seller, is in good standing in its state of incorporation.

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 certificate of good standing is the primary deliverable identified on both closing checklists. The certificate will confirm that Saguaro Flats' Certificate of Formation remains on file with the Delaware Secretary of State and that the entity has not been dissolved, merged, or otherwise ceased to exist, and that all required fees and taxes have been paid.

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.

Method. Certificates may be requested via the Delaware Division of Corporations online portal (https://icis.corp.delaware.gov) or by written request submitted directly to the Division of Corporations. If expedited processing is available at the time of ordering, please select 24-hour expedited service given the approaching target PPA execution date of September 15, 2025. Standard processing times from the Division of Corporations can range from several business days to multiple weeks depending on volume, and we cannot risk delays that would jeopardize the closing timeline. If 24-hour expedited service is unavailable, please select the fastest available processing tier and notify the undersigned immediately.

Registered Agent Contact. If the Delaware Secretary of State requires any filing, coordination, or authorization through the entities' registered agent in connection with the issuance of the certificates, please contact:

Capitol Registered Agents LLC 850 New Burton Road, Suite 201 Dover, DE 19904

Contact information for Capitol Registered Agents LLC is on file with Office Services. If additional contact details are needed, please reach out to David Stanton or Brett Callahan.

Number of Copies. Please order two (2) certified copies of each certificate, for a total of four (4) certified copies, as follows:

• Two (2) certified copies of the Certificate of Good Standing for Calloway-Briggs Renewables Inc.

• Two (2) certified copies of the Certificate of Good Standing for Saguaro Flats Solar LLC

The copies will be allocated as follows: one copy of each entity's certificate will be delivered to Buyer's counsel, Hargrove & Linden LLP, at PPA execution; the second copy of each entity's certificate will be delivered to lender's counsel, Whitfield Stroval & Cade LLP, at the Credit Facility closing.

Format. Please request original certified hard copies bearing the official seal of the Delaware Secretary of State. These originals are required for physical closing sets and signature binders. In addition, please request electronic/PDF certified copies of each certificate, if available from the Division of Corporations, for inclusion in electronic closing sets that will be circulated to all transaction parties. If electronic certified copies are not offered by the Division of Corporations, Office Services should arrange to scan the original hard copies at high resolution upon receipt so that electronic versions can be distributed promptly.

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, Energy & Infrastructure, Calderwood & Harkness LLP

Please ensure that all disbursement entries include a brief description of the charge (e.g., "Delaware SOS — Certificate of Good Standing — Expedited — Calloway-Briggs Renewables Inc.") for accurate client billing and internal tracking purposes. If the total estimated cost of this request exceeds $1,000, please notify David Stanton before placing the order so that client pre-approval can be obtained if required under the firm's disbursement policy.

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 certificates for accuracy, incorporate them into the closing checklists, circulate copies to counterparties' counsel, and address any issues that may arise.

Delivery Address. Upon receipt, please deliver all original certified hard copies to:

David Stanton Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002

Electronic Distribution. In addition to physical delivery, please send electronic scans (PDF format) of all certificates immediately upon receipt to the following individuals via email:

• David Stanton (dstanton@calderwoodharkness.com)

• Brett Callahan (bcallahan@calderwoodharkness.com)

Freshness / Bring-Down Considerations. Please note that customary practice in both PPA transactions and project finance closings requires that certificates of good standing be dated no more than thirty (30) days prior to the applicable closing date. If, for any reason, the certificates are issued with a date that would cause them to be more than thirty (30) days old by the time of PPA execution (September 15, 2025) or Credit Facility closing (October 1, 2025), we may need to re-order replacement certificates to satisfy the customary "bring-down" freshness requirements imposed by counterparties and lender's counsel. Accordingly, please flag any processing delays or anticipated issuance date concerns promptly so that the deal team can assess whether a re-order will be necessary and can plan accordingly.

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 timely filed with the Delaware Secretary of State. Delinquent franchise taxes or unfiled annual reports are the most common impediment to the issuance of certificates of good standing by the Delaware Division of Corporations. If any deficiency exists, the Division of Corporations will decline to issue a certificate of good standing until the deficiency is cured. Early identification of any such issue is essential to maintaining the transaction timeline.

Name, Agent, or Status Discrepancies. If the Delaware Secretary of State's records reflect any discrepancy in entity name, registered agent information, entity status, or any other material particular for either CBR or Saguaro Flats, please notify David Stanton and Brett Callahan immediately so that corrective filings (such as a Certificate of Amendment, a Change of Agent filing, or a Certificate of Revival, as applicable) can be prepared and submitted in advance of the PPA execution target date. Time is of the essence with respect to identifying and resolving any such discrepancies.

Use of Certificates in Transaction Documents. For the deal team's reference and for context regarding the importance of this request, the certificates of good standing obtained pursuant to this memorandum will be referenced in and delivered as exhibits or attachments to the following transaction documents:

(a) The Seller Officer's Certificate to be delivered by Saguaro Flats Solar LLC to Meridian DataCore Solutions Inc. at PPA execution, certifying, among other things, the valid existence and good standing of the Seller;

(b) The Secretary's Certificate and Manager Resolutions for Saguaro Flats Solar LLC, attaching copies of the entity's organizational documents and evidencing the authorization of the PPA and the Credit Facility;

(c) The Bring-Down Legal Opinion to be delivered by Calderwood & Harkness LLP, as counsel to the Seller, to Meridian DataCore Solutions Inc. at PPA closing, in which the firm will opine, among other things, that Saguaro Flats Solar LLC is validly existing and in good standing under the laws of the State of Delaware, relying in part on the certificate of good standing as of a recent date; and

(d) The Borrower's Closing Certificate and Legal Opinion to be delivered in connection with the Credit Facility closing, in which similar representations and opinions regarding the valid existence and good standing of the Borrower and its parent entity will be made.

Given the reliance that will be placed on these certificates by counterparties, their counsel, and by this firm in rendering its legal opinions, accuracy and timeliness are of paramount importance.

If you have any questions regarding this request or require additional information to complete the order, please do not hesitate to contact me directly at extension 4218 or at dstanton@calderwoodharkness.com. Thank you for your prompt attention to this matter.

David Stanton Working Associate Energy & Infrastructure Group Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002 Tel: (713) 555-4218

Email: dstanton@calderwoodharkness.com

FieldDetail
Full Legal NameCalloway-Briggs Renewables Inc.
Entity TypeCorporation
State of IncorporationDelaware
Registered Agent in DelawareCapitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
Employer Identification Number (EIN)82-4637201
Headquarters Address4200 Travis Street, Suite 1800, Houston, TX 77002
Role in TransactionCBR is the ultimate parent entity and the Manager of Saguaro Flats Solar LLC, the special-purpose project company and contractual Seller under the PPA. CBR is the client of record in this matter.
Certificate Type RequestedCertificate of Good Standing (Certificate of Status) from the Delaware Secretary of State
FieldDetail
Full Legal NameSaguaro Flats Solar LLC
Entity TypeLimited Liability Company
State of FormationDelaware
Registered Agent in DelawareCapitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
Employer Identification Number (EIN)93-1284506
Ownership100% owned by Calloway-Briggs Renewables Inc.
ManagerCalloway-Briggs Renewables Inc.
Role in TransactionSaguaro Flats Solar LLC is the special-purpose project company that will own, develop, construct, and operate the Saguaro Flats Solar Project, a 150 MWac solar photovoltaic facility in Pecos County, Texas. It will serve as the contractual Seller under the PPA with Meridian DataCore Solutions Inc. and as the Borrower under the Credit Facility with Tralvendo National Bank, N.A.
Certificate Type RequestedCertificate of Good Standing (Certificate of Status) from the Delaware Secretary of State