On July 20, 2016 a
Complaint,Petition
was filed
involving a dispute between
Der Acquisition, Llc,
Pv2 Energy, Llc,
Does 1 Through 25, Inclusive,
Renewable Energy Trust Capital, Inc.,
Johnson, Kathy Z.,
and
Does 1 To 25, Inclusive,
Panoche Holdings Llc,
Panoche Holdings, Llc,
Renewable Energy Trust Capital, Inc.,
for civil
in the District Court of San Francisco County.
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CS OP WDA wn F BK
NN YW NY NY NY NY ND ee eee
oe WA WA BB YN |= SF OO NI AA KR HY HY DS
John F, Cove, Jr. (CABN 212213)
Mikael A. Abye (CABN 233458)
Alethea M. Sargent (CABN 288222)
Jonah P. Ross (CABN 305076)
SHEARMAN & STERLING LLP
535 Mission Street, 25th Floor
San Francisco, CA 94105-2997
Telephone: 415.616.1100
Facsimile; 415.616.1199
Emails: john.cove@shearman.com
mikael.abye@shearman.com
alethea.sargent@shearman.com
jonah.ross@shearman.com
Attorneys for Defendant Renewable Energy
Trust Capital, Inc.
ELECTRONICALLY
FILED
Superior Court of California,
County of San Francisco
06/06/2017
Clerk of the Court
BY:RONNIE OTERO
Deputy Clerk
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
PV2 ENERGY, LLC, a California Limited
Liability Company; and DER ACQUISITION,
LLC, a Delaware Limited Liability Company,
Plaintiffs,
ve
RENEWABLE ENERGY TRUST CAPITAL,
INC., a Delaware Corporation, and Does 1
through 25, inclusive,
Defendant.
Case No: CGC-16-553135
DECLARATION OF KAREN MORGAN
IN SUPPORT OF DEFENDANT
RENEWABLE ENERGY TRUST
CAPITAL, INC.’S DEMURRER TO
PLAINTIFFS’ SECOND AMENDED
COMPLAINT
Date: , 2017
Time: 9:30 a.m.
Dept.: 302
Trial Date: None Set
Date Action Filed: July 20, 2016
Reservation Number:
DECL. 1/S/O DEF.’S DEMURRER
TO PLTFS’ SECOND AM. COMPLAINT
Case No.: CGC-16-553135
326121Ome IN DH WwW FF YN He
Ss
11
I, Karen Morgan, declare as follows:
1. I am the President and Chief Executive Officer of Defendant Renewable Energy
Trust Capital, Inc. (“Defendant” or “RETC”). I submit this declaration in support of Defendant’s
Demurrer to Plaintiffs’ Second Amended Complaint. I have personal knowledge of the following
facts, and if called as a witness I could and would testify to the matters stated herein.
2. Ihave been CEO of RETC since November 16, 2015. Prior to becoming CEO, I
had been President and Chief Operating Officer of RETC since co-founding RETC in 2012.
3. Attached as Exhibit 1 is a true and correct copy of a letter agreement between PV2
Energy, LLC (“PV2”) and DER Acquisition LLC (“DERA,” and, together, “Plaintiffs”), through
CEO John Pimentel, and RETC (the “Side Letter”), dated April 19, 2015. This is the “side letter”
referenced in Section 3.1.4 of the Collateral Transfer Agreement (“CTA”) between Plaintiffs and
RETC, also dated April 19, 2015 (“Guarantors shall have caused the side letter regarding the
payment of earn out fees to Guarantors assuming the Project Company meets certain thresholds
described therein to be executed and delivered to Lender.”). The CTA and the Side Letter, along
with certain other related documents, embodied and were executed 2c part of the parties’
agreement to transfer the Plaintiffs’ interests in the Project Company in return for the
consideration set out in the CTA and the Side Letter.
I declare under penalty of perjury that the forgoing is true and correct to the best of my
knowledge.
}
Dated: June, 2017 /
Karen Morgan
DECL. 1/S/O DEF.’S DEMURRER 1 Case No.; CGC-16-553135
TO PLTFS’ SECOND AM. COMPLAINT 326121
Document Filed Date
June 06, 2017
Case Filing Date
July 20, 2016
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CS OP WDA wn F BK NN YW NY NY NY NY ND ee eee oe WA WA BB YN |= SF OO NI AA KR HY HY DS John F, Cove, Jr. (CABN 212213) Mikael A. Abye (CABN 233458) Alethea M. Sargent (CABN 288222) Jonah P. Ross (CABN 305076) SHEARMAN & STERLING LLP 535 Mission Street, 25th Floor San Francisco, CA 94105-2997 Telephone: 415.616.1100 Facsimile; 415.616.1199 Emails: john.cove@shearman.com mikael.abye@shearman.com alethea.sargent@shearman.com jonah.ross@shearman.com Attorneys for Defendant Renewable Energy Trust Capital, Inc. ELECTRONICALLY FILED Superior Court of California, County of San Francisco 06/06/2017 Clerk of the Court BY:RONNIE OTERO Deputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO PV2 ENERGY, LLC, a California Limited Liability Company; and DER ACQUISITION, LLC, a Delaware Limited Liability Company, Plaintiffs, ve RENEWABLE ENERGY TRUST CAPITAL, INC., a Delaware Corporation, and Does 1 through 25, inclusive, Defendant. Case No: CGC-16-553135 DECLARATION OF KAREN MORGAN IN SUPPORT OF DEFENDANT RENEWABLE ENERGY TRUST CAPITAL, INC.’S DEMURRER TO PLAINTIFFS’ SECOND AMENDED COMPLAINT Date: , 2017 Time: 9:30 a.m. Dept.: 302 Trial Date: None Set Date Action Filed: July 20, 2016 Reservation Number: DECL. 1/S/O DEF.’S DEMURRER TO PLTFS’ SECOND AM. COMPLAINT Case No.: CGC-16-553135 326121Ome IN DH WwW FF YN He Ss 11 I, Karen Morgan, declare as follows: 1. I am the President and Chief Executive Officer of Defendant Renewable Energy Trust Capital, Inc. (“Defendant” or “RETC”). I submit this declaration in support of Defendant’s Demurrer to Plaintiffs’ Second Amended Complaint. I have personal knowledge of the following facts, and if called as a witness I could and would testify to the matters stated herein. 2. Ihave been CEO of RETC since November 16, 2015. Prior to becoming CEO, I had been President and Chief Operating Officer of RETC since co-founding RETC in 2012. 3. Attached as Exhibit 1 is a true and correct copy of a letter agreement between PV2 Energy, LLC (“PV2”) and DER Acquisition LLC (“DERA,” and, together, “Plaintiffs”), through CEO John Pimentel, and RETC (the “Side Letter”), dated April 19, 2015. This is the “side letter” referenced in Section 3.1.4 of the Collateral Transfer Agreement (“CTA”) between Plaintiffs and RETC, also dated April 19, 2015 (“Guarantors shall have caused the side letter regarding the payment of earn out fees to Guarantors assuming the Project Company meets certain thresholds described therein to be executed and delivered to Lender.”). The CTA and the Side Letter, along with certain other related documents, embodied and were executed 2c part of the parties’ agreement to transfer the Plaintiffs’ interests in the Project Company in return for the consideration set out in the CTA and the Side Letter. I declare under penalty of perjury that the forgoing is true and correct to the best of my knowledge. } Dated: June, 2017 / Karen Morgan DECL. 1/S/O DEF.’S DEMURRER 1 Case No.; CGC-16-553135 TO PLTFS’ SECOND AM. COMPLAINT 326121