STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
— FILED —
February 19, 2024
SR 20240589743
State of Delaware Secretary of State Division of Corporations Delivered 11:42 AM 02/19/2024 FILED 11:42 AM 02/19/2024 SR 20240589743 — File Number 7849312
CERTIFICATE OF FORMATION
OF
SOLSTICE PLATEAU ENERGY HOLDINGS LLC
The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201 et seq. (the "Act"), hereby certifies as follows:
ARTICLE I — NAME
The name of the limited liability company formed hereby is Solstice Plateau Energy Holdings LLC (the "Company").
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Company in the State of Delaware is:
Peachtree Corporate Services, Inc. 1209 Orange Street, Suite 300 Wilmington, Delaware 19801 County of New Castle
The name of the registered agent of the Company at such address is Peachtree Corporate Services, Inc.
ARTICLE III — PURPOSE
The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the Delaware Limited Liability Company Act, as amended from time to time.
Notwithstanding the generality of the foregoing, the Company has been formed for the specific purpose of developing, constructing, financing, owning, and operating a portfolio of utility-scale solar energy projects, together with all activities ancillary, related, or incidental thereto, all as more particularly set forth in the Limited Liability Company Agreement of the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time. Nothing in this Article III shall be deemed to limit the Company's authority to engage in any lawful act or activity permitted under the Act.
ARTICLE IV — AUTHORIZED PERSON
The name and address of the authorized person executing this Certificate of Formation is:
Megan Chu Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002
The above-named authorized person is executing this Certificate of Formation solely for the purpose of forming a limited liability company under and pursuant to the Act. Upon the filing of this Certificate of Formation with the Secretary of State of the State of Delaware, the powers of the authorized person designated herein shall cease, and thereafter the Members and any managers or officers designated in the Limited Liability Company Agreement of the Company shall have the authority to act on behalf of the Company in accordance with the terms and provisions of such Limited Liability Company Agreement and the Act.
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation as of the 19th day of February, 2024.
By: ________
Name: Megan Chu
Title: Authorized Person
(acting as attorney-in-fact for Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC, the Members of Solstice Plateau Energy Holdings LLC)
Prepared by and return to:
Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002
Attention: Megan Chu, Esq.
Matter No.: 48172.001
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
ENDORSEMENT
Entity File Number: 7849312
Filing Date and Time: February 19, 2024 — 11:42 AM EST
Effective Date: February 19, 2024
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT THE ABOVE CERTIFICATE OF FORMATION, WHICH WAS RECEIVED AND FILED IN THIS OFFICE ON THE NINETEENTH DAY OF FEBRUARY, A.D. 2024, AT 11:42 O'CLOCK A.M., HAS BEEN DULY ENROLLED AND PLACED ON RECORD IN THE OFFICE OF THE SECRETARY OF STATE.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND OFFICIAL SEAL AT DOVER, THIS NINETEENTH DAY OF FEBRUARY IN THE YEAR OF OUR LORD TWO THOUSAND TWENTY-FOUR.
Jeffrey W. Bullock Secretary of State State of Delaware
Authentication: 204170949
Date: 02-19-24