CALDERWOOD & HARKNESS LLP Attorneys at Law
1000 Louisiana Street, Suite 5500 Houston, Texas 77002
Telephone: (713) 546-8200 Facsimile: (713) 546-8201 www.calderwoodharkness.com
New York Office: 425 Lexington Avenue, 36th Floor, New York, NY 10017
February 12, 2024
VIA HAND DELIVERY AND ELECTRONIC MAIL
Rebecca Whitfield, Esq. General Counsel Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006
Daniel Estrada Senior Vice President — Corporate Development Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006
Re: Certificate of Good Standing — Calloway-Briggs Renewables Inc. (Texas Secretary of State) Calderwood & Harkness LLP Matter No. 48172.001 Formation of Solstice Plateau Energy Holdings LLC — Joint Venture between Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC
Dear Ms. Whitfield and Mr. Estrada:
We write on behalf of our client, Calloway-Briggs Renewables Inc. ("CBR"), a corporation duly organized and existing under the laws of the State of Texas, in connection with the formation and closing of the 50/50 joint venture between CBR and Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), through Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV"). As you are aware, the terms of the joint venture are governed by that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (the "LLC Agreement"), together with the related ancillary and transaction documents executed or to be executed in connection therewith (collectively, the "Transaction Documents"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement.
The purpose of this letter is to transmit to you an original certified copy of CBR's Certificate of Good Standing (referred to under Texas law as a Certificate of Existence) issued by the Office of the Texas Secretary of State, as more particularly described below. This certificate constitutes a required closing deliverable under the LLC Agreement and is being provided to CBR's attention in the first instance, with copies to be distributed to the other transaction parties and their respective counsel as set forth herein.
Enclosed Certificate
Enclosed herewith please find one (1) original Certificate of Existence (commonly referred to as a Certificate of Good Standing) for Calloway-Briggs Renewables Inc., issued by the Office of the Secretary of State of the State of Texas on February 12, 2024. The certificate was obtained by this firm directly from the Texas Secretary of State on behalf of CBR. The certificate confirms, among other things, the following:
(a) Calloway-Briggs Renewables Inc. (TX SOS File Number 0801647392) is a corporation duly formed, organized, and validly existing under the laws of the State of Texas;
(b) the corporation has been in continuous existence since its original formation in 2011;
(c) as of the date of the certificate, the corporation is in good standing under the laws of the State of Texas, meaning that all franchise tax obligations have been satisfied and all required periodic filings with the Texas Secretary of State are current; and
(d) the certificate bears the official seal and authentication of the Office of the Secretary of State of the State of Texas.
For internal cross-reference purposes only, CBR's federal employer identification number (EIN) is 46-2837451. The entity type reflected in the records of the Texas Secretary of State is a Texas for-profit corporation.
Satisfaction of Closing Condition
As you are aware, the LLC Agreement requires, as a condition precedent to the closing of the transactions contemplated thereby, that each Member deliver to the other Member a certificate of good standing (or equivalent certificate) from its respective jurisdiction of organization, dated not more than ten (10) days prior to the Closing Date. The enclosed Certificate of Existence, dated February 12, 2024, is being obtained and delivered in satisfaction of that closing condition with respect to CBR.
The Closing Date currently scheduled under the LLC Agreement is February 15, 2024. The certificate, dated February 12, 2024, falls squarely within the required ten-day window preceding the scheduled Closing Date. We note, however, that based on recent discussions among the parties and their respective counsel, the parties are contemplating an extension of the Closing Date to February 20, 2024, in order to allow for the completion of certain outstanding diligence items and the finalization of ancillary documentation. Even in the event that the Closing Date is extended to February 20, 2024 (or any date on or before February 22, 2024), the enclosed certificate, dated February 12, 2024, will remain within the ten-day window required by the LLC Agreement and will therefore continue to satisfy the applicable closing condition without the need to obtain a replacement or updated certificate.
In accordance with the LLC Agreement and customary closing practice, the enclosed certificate will be delivered to Lumen Ridge Infrastructure Partners LLC and its outside counsel, Haverford, Quinn & Steele LLP (attention: Gregory Haverford III), as a closing deliverable at or prior to the Closing Date. A copy of the certificate will also be provided to Continental Fiduciary Trust Company, in its capacity as escrow agent under the Escrow Agreement, to the extent required under the terms of such agreement or otherwise reasonably requested by the escrow agent or any transaction party.
Distribution of Copies
Copies of this letter, together with copies of the enclosed certificate, are being provided simultaneously to the following individuals:
• James Prentice, Partner (Responsible Partner), Calderwood & Harkness LLP
• Megan Chu, Lead Associate, Calderwood & Harkness LLP
• Derek Okonkwo, Associate, Calderwood & Harkness LLP
• Priya Narayanan, Chief Financial Officer, Calloway-Briggs Renewables Inc.
• Gregory Haverford III, Esq., Haverford, Quinn & Steele LLP, 599 Lexington Avenue, 28th Floor, New York, New York 10022 (counsel to Lumen Ridge)
• Amanda Prescott, Esq., General Counsel & Chief Compliance Officer, Lumen Ridge Infrastructure Partners LLC, 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901
Confirmation of Receipt and Next Steps
We respectfully request that CBR confirm receipt of the enclosed certificate at your earliest convenience, either by return correspondence, electronic mail, or telephone, so that we may update our closing checklist accordingly.
Please note that this certificate, along with the other closing deliverables currently being assembled and finalized by this firm on behalf of CBR — including, without limitation, the officer's certificate of CBR (certifying, among other things, the accuracy of representations and warranties and the satisfaction of covenants as of the Closing Date), the secretary's certificate of CBR (attaching certified copies of the articles of incorporation, bylaws, and board resolutions), the legal opinion of Calderwood & Harkness LLP as to certain matters of Texas and federal law, and the executed counterparts of the Transaction Documents — will be included in the comprehensive closing binder to be compiled and distributed upon completion of the closing. A draft index of the closing binder will be circulated to the parties and their counsel promptly following the closing for review and comment.
In the interim, we direct your attention to the master closing checklist currently being maintained by Megan Chu and Derek Okonkwo of this firm, which tracks the status of all deliverables required to be provided by or on behalf of CBR in connection with the closing. The most recently updated version of the closing checklist was circulated to CBR and its management team on February 9, 2024, and reflects the status of each deliverable as of that date. We will continue to update and circulate the closing checklist on a rolling basis as additional deliverables are finalized and executed.
We remain available to address any questions you may have regarding the enclosed certificate, its compliance with the closing conditions set forth in the LLC Agreement, or any other aspect of the joint venture closing and the related Transaction Documents. We will continue to coordinate closely with Haverford, Quinn & Steele LLP, counsel to Lumen Ridge, and with the other transaction parties, their advisors, and the escrow agent, to ensure that all remaining closing conditions are satisfied and all required deliverables are in proper form and substance in advance of the Closing Date.
Please do not hesitate to contact the undersigned, or Megan Chu or Derek Okonkwo at this firm, should you require any additional information or wish to discuss any matter related to the closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner — Mergers & Acquisitions 1000 Louisiana Street, Suite 5500 Houston, Texas 77002 Direct Dial: (713) 546-8217
Email: jprentice@calderwoodharkness.com
Enclosure:
Certificate of Good Standing (Certificate of Existence) — Calloway-Briggs Renewables Inc., issued by the Office of the Secretary of State of the State of Texas, dated February 12, 2024 (TX SOS File Number 0801647392) (original)
cc: (via electronic mail, with copy of enclosure)
Sandra Tung, Esq., Calderwood & Harkness LLP (Billing Partner) Megan Chu, Esq., Calderwood & Harkness LLP Derek Okonkwo, Esq., Calderwood & Harkness LLP Margaret "Meg" Calloway, Chairwoman & Chief Executive Officer, Calloway-Briggs Renewables Inc. Thomas R. Briggs, President, Calloway-Briggs Renewables Inc. Priya Narayanan, Chief Financial Officer, Calloway-Briggs Renewables Inc. Gregory Haverford III, Esq., Haverford, Quinn & Steele LLP Joanna Kline, Esq., Haverford, Quinn & Steele LLP Amanda Prescott, Esq., General Counsel & Chief Compliance Officer, Lumen Ridge Infrastructure Partners LLC
ATTACHMENT
Certificate of Existence Calloway-Briggs Renewables Inc. Issued by the Office of the Secretary of State, State of Texas February 12, 2024
(Reproduction / Summary Description of Enclosed Original)
OFFICE OF THE SECRETARY OF STATE STATE OF TEXAS
CERTIFICATE OF EXISTENCE
The undersigned, as Secretary of State of the State of Texas, hereby certifies that, according to the records of this office:
CALLOWAY-BRIGGS RENEWABLES INC.
TX SOS File Number: 0801647392
is a corporation duly organized under the laws of the State of Texas. The entity was formed by the filing of its Certificate of Formation with this office, and has been in continuous existence since its date of formation in 2011. As of the date hereof, all periodic reports required to be filed by the corporation with this office have been filed, and all franchise taxes due and payable to the State of Texas by the corporation have been paid. The corporation has not been forfeited, dissolved, or otherwise terminated, and no proceeding is pending in this office for the forfeiture of its right to transact business in the State of Texas.
This certificate is issued pursuant to the provisions of Section 4.007 of the Texas Business Organizations Code, and constitutes evidence that the above-named corporation was in existence and in good standing in the State of Texas as of the date of issuance set forth below.
This certificate does not constitute a representation, warranty, or guarantee as to the financial condition of the corporation, the accuracy or completeness of any filings or reports made by the corporation with this office, or the authority of any individual to act on behalf of the corporation. This certificate speaks only as of the date of its issuance and should not be relied upon as evidence of the status of the corporation at any subsequent date.
IN TESTIMONY WHEREOF, I have hereunto signed my name and have caused the Seal of the Office of the Secretary of State to be affixed at the City of Austin, Texas, on this 12th day of February, 2024.
________________________________________
Jane Nelson Secretary of State State of Texas
[OFFICIAL SEAL OF THE SECRETARY OF STATE OF THE STATE OF TEXAS]
Certificate Reference / Control Number: 2024-CERT-0047291 Date of Issuance: February 12, 2024 This certificate was generated electronically and authenticated by the Office of the Secretary of State of the State of Texas. Verification of this certificate may be obtained by contacting the Secretary of State's office at (512) 463-5555 or by visiting www.sos.state.tx.us.