Texas Court of Appeals, 15th District, 2025

In re Marty Berry and Axis Midstream Holdings, LLC v. the State of Texas

Texas Court of Appeals, 15th District · Decided February 11, 2025

Opinion

ACCEPTED 15-25-00016-CV FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 2/11/2025 3:30 PM No. 15-25-00016-CV CHRISTOPHER A. PRINE CLERK FILED IN 15th COURT OF APPEALS IN THE AUSTIN, TEXAS 2/11/2025 3:30:26 PM FIFTEENTH COURT OF APPEALS CHRISTOPHER A. PRINE Clerk AUSTIN, TEXAS

In re, MARTY BERRY AND AXIS MIDSTREAM HOLDINGS, LLC Relators RELATORS’ APPENDIX VOLUME 1 OF 5

Original proceeding brought from Business Court 11A, Cause No. 24-BC11A-0025 The Honorable Sofia Adrogue, Presiding

Douglas A. Allison State Bar No. 01083500 LAW OFFICES OF DOUGLAS A. ALLISON N. Tancahua Street Corpus Christi, TX 78401 Telephone: (361) 888-6002 Facsimile: (361) 888-6651 Email: [email protected] COUNSEL FOR RELATORS VERIFICATION OF APPENDIX

STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned notary, on this day personally appeared Douglas A. Allison, the affiant, a person whose identity is lmown to me. After I administered an oath to affiant, affiant testified: "My name is Douglas A. Allison. I am of sound mind and capable of making this affidavit. The facts in this affidavit are within my personal knowledge and are true and conect.

"I am serving as counsel for the relater. All of the documents included in the appendix to this petition are true copies." Isl Douglas A. Allison

KIM BRUNKEN HOEFER Notary ID #5348297 My Commission Expires August 4, 2025

COMMISSION EXPIRATION

APPENDIX VOLUME 1 OF 5 TABLE OF CONTENTS APPENDIX 1……………...…………………….……..Plaintiffs’ Original Verified Petition and Application for Temporary Restraining Order and Temporary Injunction APPENDIX 2……………………………………………………..…..Nov. 28, 2023 Signed TRO- Harris County APPENDIX 3…………...……………………….. Dec. 6, 2023 Def. Marty Berry’s Emergency Motion to Transfer Venue, Emergency Motion for Leave for Expedited Hearing on MTV and Subsequently Thereto Original Answer APPENDIX 4….……….……………………………………..… December 7, 2023 Amended TRO- Harris County APPENDIX 5…………………………………………………………Dec. 22, 2023 Signed Order Transferring from Harris County to Nueces County APPENDIX 6………………………………………………...…….… Jan. 23, 2024 Counter-Plaintiffs’ Original Petition Asserting Counter-Claims APPENDIX 7……………………………………………..……...... March 25, 2024 2024DCV-0045-C Judge Galvan’s Ruling Transcript APPENDIX 8……………..…………………………...……………. April 15, 2024 Counter-Plaintiffs’ 1st Amended Original Petition Asserting Counter-Claims APPENDIX 9…………..……………………………………………... May 8, 2024 Berry Entities 1st Request for Production to Allen Lawrence Berry APPENDIX 10……..………………………………………………... Nov. 30, 2017 Transfer of Interests (ALB_007563) APPENDIX 11………………………………………………….……...Dec. 1, 2017 Creation of IBC Bank Account APPENDIX 12……………………………..…………………………..Dec. 6, 2017 Axis Midstream Holdings Change in Registered Agent with Texas SOS APPENDIX 13……...…….................................................................................2018 Axis Midstream Holdings, LLC PIR with Texas SOS APPENDIX 14…………...………………………………………...February 4,2020 Axis Midstream Holdings Change in Registered Agent with Texas SOS APPENDIX 15……………………………………………....2021 TX Form 05-158 APPENDIX 16……...………………………………………………………….2021 Axis Midstream Holdings, LLC PIR with Texas SOS APPENDIX 17………………………………………………2022 TX Form 05-158 APPENDIX 18……………………………………………………….Nov. 29, 2022 Email from Tonja Fulghum APPENDIX 19……………………………………………...………………….2022 Axis Midstream Holdings, LLC PIR with Texas SOS APPENDIX 20…………………………………………………………………2023 Axis Midstream Holdings, LLC PIR with Texas SOS APPENDIX 21………….……………………………………………. Jan. 31, 2024 IBC Bank Acct Reconciliation APPENDIX 22…………………………………………………..…….Nov. 4, 2024 Axis Midstream Holdings, LLC Registered Agent Mike H. Hummell APPENDIX 23……………………………………………...……….…Aug. 6, 2024 Beacon, Inc. Meeting Transcript APPENDIX 24………………………………………………………...Oct. 31, 2024 Plaintiffs’ Verified Original Petition and Application for Temporary Restraining Order and Temporary Injunction APPENDIX 25…………………………………………………….October 31, 2024 Signed TRO Harris County, Texas APPENDIX 26………………………………………………………..Nov. 8, 2024 Defendants’ Plea in Abatement and Motion to Abate Harris County, Texas APPENDIX 27…………………………………………………….….Nov. 12, 2024 Plaintiffs’ Response to Defendants’ Plea in Abatement / Motion to Abate Harris County, Texas APPENDIX 28……………………………………………………...….Dec. 4, 2024 Defendants’ Combined Reply to Plaintiffs’ / Lawrence’s Response to Plea in Abatement Harris County, Texas APPENDIX 29…………………………………………..………….….Dec. 3, 2024 Counter-Plaintiffs’ 2nd Amended Original Petition Asserting Counter-Claims Nueces County, Texas APPENDIX 30……………………………………….…………….….Jan. 30, 2025 Red-Line Exhibit to be Supplemented

APPENDIX 1 11/27/2023 11 :34 AM Marilyn Burgess - District Clerk Harris County 2023-81703 I Court: 333 Envelope No. 81947481 By: Monica Jackson Filed: 11/27/2023 11 :14 AM CAUSE NO.: --------

LAWRENCE BERRY, individually and § IN THE DISTRIC T COURT OF derivatively on behalf of BERRY GP, § INC., § § P!ctint�fJ: § § BERRY GP, INC., :-;� § Nominal Plaint[ff,' § HARRIS COUN T Y , TEXAS § V. § § MARTY BERRY, ROBERT RICKETT, § ROBERT POWERS, MICHAEL § JURY TRIAL DEMANDED HUMMELL, BERRY GP, INC. , BERRY § OPERATING COMPANY LLC, and § BERRY CONTRACTING LP, § § JJefendants. § JUDICIAL DISTRIC T

PLAINTIFFS' ORIGINAL VERIFIED PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER AND TEMPORARY INJUNCTION

TO THE HONORABLE JUDGE OF THIS COURT: Lawrence Berry ("Lawrence" or "Plaintiff''), on his own behalf and derivatively on behalf of Berty GP, Inc. (with Lawrence, "Plaintiffs"), files this Original Verified Petition and Application r- N '<-< for Temporary Restraining Order and Temporary Injunction against Marty Berry, Robert Rickett

("Rickett"), Robert "Rob" Powers ("Powers"), Michael "Mike" Hummell ("Hummell"), Berry GP, Inc., Berry Operating Company LLC, and Berry Contracting LP (collectively, "Defendants").

Plaintiffs assert claims for breach of fiduciary duty, a demand for an equitable accounting, a demand for books and records, and an application for temporary restraining order and temporary injunction as described herein. In support of these claims, Plaintiffs respectfully show as follows: Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD 2023-81703 / Court: 333 ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD 2023-81703 / Court: 333 ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD 2023-81703 / Court: 333 ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD 2023-81703 / Court: 333 ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD 2023-81703 / Court: 333 ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k APPENDIX 2 Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Pgs-3

CASO STBNX TRORX Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k Un of fic ial C op yO ffic e of M ar ily n Bu rg es sD ist ric tC ler k APPENDIX 3 12/6/2023 10:00 AM Marilyn Burgess - District Clerk Harris County Envelope No. 82283079 By: Britani Mouton Filed: 12/6/2023 10:00 AM CAUSE NO. 2023-81703 LAWRENCE BERRY, individually and § IN THE DISTRICT COURT OF derivatively on behalf of BERRY GP, § INC. § § Plaintiff, § § BERRY GP, INC., § § Nominal Plaintiff, § HARRIS COUNTY, TEXAS § v. § § MARTY BERRY, ROBERT RICKETT, § ROBERT POWERS, MICHAEL § HUMMELL, BERRY GP, INC., BERRY § OPERATING COMPANY, LLC and § BERRY CONTRACTING LOP § § Defendants. § 333rd JUDICIAL DISTRICT

DEFENDANT MARTY BERRY’S EMERGENCY MOTION TO TRANSFER VENUE, EMERGENCY MOTION FOR LEAVE FOR EXPEDITED HEARING ON MOTION TO TRANSFER VENUE, AND SUBSEQUENT THERETO ORIGINAL ANSWER

Defendant Marty Berry (“M.Berry” or “Defendant”) files this Emergency Motion to Transfer Venue (“Motion”), Emergency Motion for Leave for Expedited Hearing on Motion to Transfer Venue, and subsequent thereto Marty Berry’s Original Answer to the Original Verified Petition and Application for Temporary Restraining Order and Temporary Injunction of Plaintiffs Lawrence Berry (“L. Berry”) and Berry GP, Inc. (“Plaintiff Berry GP”) (collectively L.Berry and Plaintiff Berry GP are “Plaintiffs”).1 In support thereof, Defendant shows the Court as follows:

Plaintiffs’ Original Verified Petition and Application for Temporary Restraining Order and Temporary Injunction may be sometimes referred to as the “Petition.”

15043428v1 I. EMERGENCY MOTION TO TRANSFER VENUE A. Introduction 1. A substantial part of the events underlying Plaintiffs’ allegations occurred in Nueces County, Texas. None occurred in Harris County, Texas. All of the individual defendants, all of the entities, all of the records, all of the board meetings, all of the meetings with the banks at issue, and all of the real properties at issue are in Nueces County, Texas. Ex.1. Defendant M.Berry moves to transfer venue of this action to a state civil district court in Nueces County, Texas on the basis that a) Harris County is not a proper county for venue; and b) venue is mandatory and permissive in Nueces County, Texas.

Plaintiffs have not plead or even argued any facts to support venue in Harris County, Texas.

2. This motion is filed on an emergency basis as a temporary restraining order has been issued and a temporary injunction has been set in this Court for December 12, 2023.

Since venue is not proper in Harris County, Defendant objects to venue in Harris County, and venue is mandatory and permissive in Nueces County, Texas, this venue motion should he heard on an emergency basis before any injunctive relief is further considered in Harris County, Texas.

3. This Motion is supported by the declaration of Mr. Michael Hummell (“M.

Hummell”), the General Counsel of Berry GP, Inc. (“Berry GP”) - d/b/a Berry Contracting, Inc. (and other Berry-related entities). Ex. 1.

B. Specific Venue Objections, Venue Denial, and Related Facts 4. Defendant M. Berry specifically objects to venue in Harris County, Texas and specifically denies that venue is proper in Harris County, Texas. Defendant M. Berry specifically denies that Harris County is the county where all or a substantial part of the

15043428v1 events or omissions giving rise to the suit occurred. A substantial, indeed all, of the alleged events or omissions giving rise to Plaintiffs’ claims occurred in Nueces County (Ex.1): a. A substantial part of the events did not occur in Harris County, Texas; b. A substantial part (if not all) of the events occurred in Nueces County, Texas; c. The real property at issue is located in Nueces County, Texas; d. Defendant M. Berry is not a resident of Harris County and is an individual residing in Nueces County, Texas; e. Defendant Robert Rickett (“R. Rickett”) is not a resident of Harris County and is an individual residing in Nueces County, Texas; f. Defendant Robert Powers (“R. Powers”) is not a resident of Harris County and is an individual residing in Nueces County, Texas; g. Defendant Hummel is not a resident of Harris County and is an individual residing in Nueces County, Texas; h. Berry GP was founded and maintains its principal place of business in Nueces County, Texas; i. Berry GP’s corporate bylaws mandate its principal place of business shall be Corpus Christi, Nueces County, Texas; j. Berry Operating Company LLC (“Berry Operating”) was founded and maintains its principal place of business in Nueces County, Texas; k. Berry Contracting LP (“Berry Contracting”) was founded and maintains its principal place of business in Nueces County, Texas; l. All the books and records of Berry GP are in Nueces County, Texas; m. Berry GP, Berry Operating and Berry Contacting board meetings occurred in Nueces County, Texas; n. L. Berry, M. Berry, and Dennis Berry (“D. Berry”) - all owners - attend the board meeting in Nueces County; o. All meetings of Berry GP with the banks at issue occurred in Nueces County, Texas; p. All the Berry GP properties the subject of Plaintiffs’ allegations are located in Nueces County, Texas; and 15043428v1 q. Most if not all the witnesses and documents (including all corporate books and records) are in Nueces County, Texas.

5. For reasons set forth herein, venue is not proper in Harris County, Texas and is proper as well as mandatory in Nueces County, Texas. See TEX. CIV. PRAC. & REM.

CODE § 15.002 and 15.011.

C. Background 6. This is a case about a disgruntled one-third shareholder (L. Berry), and one of three (3) directors of the board of directors (L. Berry) of Berry GP trying to hold the reasonable business operations of Berry GP hostage. Plaintiff L. Berry concedes in his Petition, as he must, he (L. Berry) is only a one-third owner of Berry GP and is only one of three (3) board members of Berry GP.

7. L. Berry alleges that the other two owners/board members (who when voting together are a majority) conspired with others against L. Berry and failed to act as L. Berry wanted them to act in relation to Berry GP. The issue of a majority of the board of directors and reasonable business judgement aside for now, M.Berry would show that Plaintiffs fail to plead or establish facts that support proper venue in Harris County. Although Plaintiffs try to use catchall language that a substantial part of the events or omissions giving rise to this suit occurred in Harris County, Texas, such a conclusory allegation unsupported by facts is insufficient. See Plaintiffs’ Petition, Paragraph 16. To be candid, even the factual allegations in Plaintiffs’ petition establish the operative facts in this case occurred substantially (or completely) in Nueces County.

8. As noted above, all natural persons (defendants) sued by Plaintiffs reside in Nueces County; all companies (defendants) sued by Plaintiffs have their principal offices in Nueces

15043428v1 County;2 all events (substantially all events (at a minimum)) giving rise to Plaintiffs’ claims occurred in Nueces County; all real properties made the subject of Plaintiffs’ claims are in Nueces County; all books and records made the subject of Plaintiffs’ claims are in Nueces County; all bank interactions made the subject of Plaintiffs’ claims occurred in Nueces County; all board meetings made the subject of Plaintiffs’ claims occurred in Nueces County; and all (or substantially all) witnesses involved in the transactions made the subject of Plaintiffs’ claims are in Nueces County. Venue is proper in Nueces County, not Harris County. Ex.1.

9. Indeed, notwithstanding these compelling truths, a closer review of Plaintiffs “FACTUAL BACKGROUND” portion of Plaintiffs’ petition (paragraphs 25 through 52) further compels transfer of this matter to Nueces County: a. paragraphs 25 – 30 are not matters made the subject of Plaintiffs’ claims, but rather are historical and governance information; b. paragraphs 31 and 32 are allegations about actions by the Berry GP board which took place in Nueces County (not Harris County); c. paragraphs 34 – 37 relate to Plaintiffs’ complaints about the “Berry Loan” – loans negotiated, approved, funded, managed, and performable in Nueces County (not Harris County); d. paragraph 38 relates to Plaintiffs’ complaints about the Berry Entities’ possible sale of real properties (“a dock facility and adjacent real property . . . .”) – real properties located wholly within the boundaries of Nueces County (not Harris County); e. paragraph 39 relates to Plaintiffs’ complaints about a Resolution in support of the possible sell of the Berry Entities’ real properties (dock and adjacent property) – a Resolution proposed, approved, signed, and communicated to the Port of Corpus Christi Authority in Nueces County, Texas (“PCCA”) solely in Nueces County; f. paragraphs 40 – 47 relate to Plaintiffs’ complaints about the Berry Entities’ management of its operating line of credit (“LOC”) with the International Bank of Not only do the businesses named as defendants have their principal offices in Nueces County, but the bylaws of Berry GP (the entity L.Berry purports to file suit on behalf of) mandate that the principal place of business of Berry GP is in “the City of Corpus Christi, Nueces County, Texas.” See Bylaws of Berry GP, Section II, from Plaintiff’s Petition Ex. B.

15043428v1 Commerce (“IBC”) – a series of transactions (negotiations, signing of documents, exchange of correspondence, in-person meetings, and more) that all occurred in Nueces County; g. paragraphs 48 – 49 relate to Plaintiffs’ complaints about the Berry Entities’ establishing a new banking relationship with Frost Bank – a series of transactions (negotiations, in-person meetings, Certificate of Corporate Resolutions, signing of documents, and more) that all occurred in Nueces County; h. paragraphs 50 – 52 relate to Plaintiffs’ complaints about the Berry Entities’ failures to disclose “books and records” – all of which are (and were made available) in Nueces County.

Ex. 1.

10. The overwhelming evidence demonstrates that “all or a substantial part of the events or omissions giving rise to the [Plaintiffs’] claim occurred”3 in Nueces County and while there are several shortfalls in Plaintiffs’ claims, for purposes of venue the above alone are fatal to any claim of venue in Harris County, Texas.

D. Argument and Authorities 1. Legal Standard 11. Once a plaintiff’s choice of venue is challenged by a motion to transfer venue, the plaintiff has the burden of presenting proof that venue is maintainable in the county of suit.

TEX. R. CIV. P. 87(3)(a); In re Masonite Corp., 997 S.W.2d 194, 197 (Tex. 1999). A defendant raises the question of proper venue by objecting to a plaintiff’s venue choice through a motion to transfer venue. See TEX. R. CIV. P. 86.

12. Although a plaintiff has the first choice of venue by filing suit, a court must “transfer an action to another county of proper venue if ... the county in which the action is pending is not a proper county.” In re Team Rocket, L.P., 256 S.W.3d 257, 259 (Tex. 2008) (citing TEX. CIV. PRAC. & REM. CODE. § 15.063(1), TEX. R. CIV. P. 87). “The

See TEX. CIV. PRAC. & REM. CODE § 15.002(a)(1).

15043428v1 court shall determine the motion to transfer venue on the basis of the pleadings, any stipulations made by and between the parties and such affidavits and attachments as may be filed by the parties” in accordance with the applicable rules. In re Hardwick, 426 S.W.3d 151, 157 (Tex. App.—Houston [1st Dist.] 2012, no pet.) (citing Tex. R. Civ. P. 87(3)(b)).

13. The plaintiff bears the burden to “make proof” that venue is maintainable in the county of suit. TEX. R. CIV. P. 87(2)(a). If suit was not filed in a proper venue, the defendant must establish that venue is maintainable in the county to which transfer is sought. TEX. R. CIV. P. 87(2)(a); see Carlile v. RLS Legal Sols., Inc., 138 S.W.3d 403, 409 (Tex. App.—Houston [14th Dist.] 2004, no pet.) (citing In re Masonite Corp., 997 S.W.2d 194, 197 (Tex. 1999) (noting that burden shifts to plaintiff to prove venue as alleged if defendant properly challenges plaintiff’s choice of venue)). As shown, Plaintiffs here cannot “make proof” and establish venue is proper in Harris County and Defendant M. Berry can establish mandatory and permissive venue in Nueces County, Texas.

2. Mandatory Venue Lies in Nueces County, Texas- §15.011 14. Venue in Texas may be based upon “general,” “mandatory,” or “permissive” venue.

Wichita County v. Hart, 917 S.W.2d 779, 781 (Tex. 1996). A defendant may move to transfer venue on grounds that mandatory venue lies in a different county. See TEX. R. CIV. P. 86(3)(b). If a plaintiff’s chosen venue rests on a general permissive venue statute and the defendant files a meritorious motion to transfer based on a mandatory venue provision, the trial court must grant the motion and transfer venue. Wichita Cnty., 917 S.W.2d at 781. If a mandatory venue provision applies to any claims or causes of action, then all claims and causes of action arising from the same transaction must be brought in

15043428v1 the county of mandatory venue. Airvantage, L.L.C. v. TBAN Props. # 1, L.T.D., 269 S.W.3d 254, 257 (Tex. App.—Dallas 2008, no pet.).

15. Plaintiffs seek temporary and permanent injunctive relief related to the selling, mortgaging or otherwise encumbering of real property. Plaintiffs’ Petition Count VII.

Plaintiffs claim damage by Defendants’ actions related to Nueces County real properties (Plaintiffs’ Petition Count VII, paragraph 95; Ex.1), and potential irreparable injury to real property (Plaintiffs’ Petition Count VII, Section D). Plaintiffs seek compensatory, actual, consequential, restitutionary, disgorgement and exemplary damages (among others) related to property in Nueces County (Plaintiff’s Petition Section XI- Prayer). Nonetheless, Plaintiffs avoid ever mentioning where the real property is located. The reason seems clear.

“Actions for recovery of real property or an estate or interest in real property, for partition of real property, to remove encumbrances from the title to real property, for recovery of damages to real property, or to quiet title to real property shall be brought in the county in which all or a part of the property is located.” TEX. CIV. PRAC. & REM. CODE § 15.011.

Plaintiffs have filed an action to try to enforce, assert and recover an interest in real property, and the real property is in Corpus Christi, Nueces County, Texas. Ex. 1; TEX. CIV. PRAC. & REM. CODE § 15.011. In short, venue is mandatory in Nueces County.

3. Permissive Venue Lies in Nueces County, Texas- §15.002 16. The events Plaintiffs complain of substantially occurred in Nueces County. Ex. 1.

The natural persons named as defendants, the entities named as defendants, the books and records made the subject of Plaintiffs’ petition, the board of directors’ meetings, the meeting with banks, the decisions concerning Berry GP, the real properties and more all are or occurred in Nueces County. Ex. 1.

15043428v1 17. As a result, Defendant has established venue is proper in Nueces County as substantially all the events occurred in Nueces County, and all the defendants are residents or have a principal place of business in Nueces County.

4. Venue must be transferred to Nueces County, Texas 18. Plaintiffs fail to plead or provide any facts to support venue in Harris County, Texas. In fact, Plaintiffs have failed to allege any facts regarding which transactions or occurrences allegedly occurring in Harris County, Texas let alone that any substantial part of the events occurred in Harris County. Defendant M. Berry objects to venue in Harris County, Texas, and specifically denies that proper venue is in Harris County.

19. All or a substantial part of the events occurred in Nueces County, Texas and Defendant has established venue in Nueces County, Texas. Ex.1. There is no basis to maintain venue in Harris County, Texas and this matter should be transferred as Defendant M. Berry has established venue is not only permissive, but it is mandatory in Nueces County, Texas.

5. Prayer 20. Accordingly, Defendant M. Berry respectfully request this case be transferred to Nueces County, Texas, and for such other relief, at law and in equity, Defendant M. Berry may show himself justly entitled under this Motion to Transfer Venue.

II. SUBSEQUENT EMERGENCY MOTION FOR EXPEDITED HEARING- VENUE 21. Subsequent to the Emergency Motion to Transfer Venue, Defendant M. Berry seeks leave of Court for a hearing on venue before consideration of the temporary injunction hearing currently set for December 12, 2023, and before the forty-five (45) day notice provision of TEX.R.CIV.P. 87. Good cause exists as Defendant M. Berry should not be subject to an injunction hearing and what all that entails (expedited discovery,

15043428v1 depositions, witness travel as well as the hearing itself) in a county where there is not proper venue.

III. SUBSEQUENT TO MOTION TO TRANSFER VENUE AND EXPEDITED HEARING REQUEST- ORIGINAL ANSWER AND GENERAL DENIAL 22. Subsequent to Defendant M. Berry’s Motion to Transfer Venue and Hearing Request, and pursuant to Texas Rule of Civil Procedure 92, Defendant M. Berry generally denies each and every material allegation contained in Plaintiffs’ Original Petition and Application for Temporary Restraining Order and Temporary Injunction, and demands strict proof thereof as required by the Constitution and laws of the State of Texas.

Defendant M. Berry reserve the right to amend or supplement his answer in accordance with the Texas Rules of Civil Procedure.

IV. PRAYER Defendant M. Berry respectfully requests that the Court (i) consider and rule upon Defendant M. Berry’s Motion to Transfer Venue (on an expedited basis, as requested herein) and (ii) transfer venue of this matter to Nueces County, Texas; subsequent to the Motion to Transfer Venue Defendant M. Berry respectfully requests that the Court, (a) deny Plaintiffs all relief sought against Defendant M. Berry, and subject to the Motion to Transfer Venue and (b) award Defendant M. Berry such other and further relief, at law or in equity, to which Defendant M. Berry may be justly entitled.

CERTIFICATE OF CONFERENCE I hereby certify that on the 6th day of December 2023, I called and emailed opposing counsel about this motion. Opposing counsel responded and oppose the relief requested herein.

/s/ Douglas Allison

CERTIFICATE OF SERVICE I hereby certify that on the 6th day of December 2023, a true and correct copy of the above was served upon the attorneys of record in the above entitled and numbered cause, via e-service.

/s/ Douglas Allison

15043428v1 EXHIBIT 1 Automated Certificate of eService This automated certificate of service was created by the efiling system.

The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Susan Gonzales on behalf of Douglas Allison Bar No. 1083500 [email protected] Envelope ID: 82283079 Filing Code Description: Answer/ Response / Waiver Filing Description: Def Marty Berry's Emergency MTV & Original Answer Status as of 12/6/2023 10:05 AM CST Case Contacts Name BarNumber Email TimestampSubmitted Status Clay MSteely [email protected] 12/6/2023 10:00:46 AM SENT Barrett H.Reasoner [email protected] 12/6/2023 10:00:46 AM SENT Michael R.Absmeier [email protected] 12/6/2023 10:00:46 AM SENT Roxanne Graham [email protected] 12/6/2023 10:00:46 AM SENT Christina Pena [email protected] 12/6/2023 10:00:46 AM SENT William R Stukenberg [email protected] 12/6/2023 10:00:46 AM SENT Sherry Rakestraw [email protected] 12/6/2023 10:00:46 AM SENT Bruce Baldree [email protected] 12/6/2023 10:00:46 AM SENT Butch Boyd [email protected] 12/6/2023 10:00:46 AM SENT APPENDIX 4 Un of fic i al Co py O ffic e of M ar ily n Bu rg es sD ist ric t Cl er k Un of fic ial C o py O ffic e of M ar ily n Bu rg es sD ist ric t Cl er k Un of fic ial C o py O ffic e of M ar ily n Bu rg es sD ist ric t Cl er k APPENDIX 5 Pgs-3 NCA 2J APPENDIX 6 Filed 1/23/2024 3:18 PM Anne Lorentzen District Clerk Nueces County, Texas

CAUSE NO. 2024DCV-0045-C LAWRENCE BERRY, individually and § IN THE DISTRICT COURT derivatively on behalf of BERRY GP, § INC. § § Plaintiff, § § BERRY GP, INC., § § Nominal Plaintiff, § NUECES COUNTY, TEXAS § v. § § MARTY BERRY, ROBERT RICKETT, § ROBERT POWERS, MICHAEL § HUMMELL, BERRY GP, INC., BERRY § OPERATING COMPANY, LLC and § BERRY CONTRACTING LOP § § Defendants. § 94TH JUDICIAL DISTRICT COUNTER-PLAINTIFFS’ ORIGINAL PETITION ASSERTING COUNTER-CLAIMS TO THE HONORABLE JUDGE OF SAID COURT: NOW COME Berry GP Inc., Berry Operating Company LLC, Berry Contracting LP, and Marty Berry, sometimes collectively referred to as Counter-Plaintiffs, and make and file this Counter-Plaintiffs’ Original Petition Asserting Counter-Claims complaining of A. Lawrence Berry, sometimes referred to as Counter-Defendant, and in support of same would show: I.

PARTIES 1. Berry GP Inc. (“Berry GP”) is a Texas corporation with its principal office at 1414 Corn Products Road, Corpus Christi, Texas 78409. Berry GP is one of the “Berry Entities” as may be referenced herein.

2. Berry Operating Company LLC (“Berry Operating”) is a Texas limited liability company with its principal office at 1414 Corn Products Road, Corpus Christi, Texas 78409. Berry Operating is one of the “Berry Entities” as may be referenced herein.

3. Berry Contracting LP (d/b/a Bay Ltd. (“Bay Ltd.”)) is a Texas limited partnership with its principal office at 1414 Corn Products Road, Corpus Christi, Texas 78409. Bay Ltd. is one of the “Berry Entities” as may be referenced herein.

4. Marty Berry (“M.Berry”) is a natural person who is presently an Officer, Director, and shareholder of Berry GP, Berry Operating, and Bay Ltd. Marty Berry resides in Nueces County, Texas.

5. A. Lawrence Berry (“L.Berry”) is a natural person who is presently an Officer, Director, and shareholder of Berry GP, Berry Operating, and Bay Ltd. A. Lawrence Berry resides in Harris County, Texas. A. Lawrence Berry may and shall be served by notice of these proceedings upon legal counsel for A. Lawrence Berry: Mr. Barrett Reasoner, Gibbs & Bruns LLP, 1100 Louisiana, Suite 5300, Houston, Texas 77002.

6. Berry GP, Berry Operating, Bay Ltd., Marty Berry, and A. Lawrence Berry may be sometimes referred to as the “Parties,” or any one of them referred to as a “Party.”

II.

JURISDICTION AND VENUE 8. This Court has jurisdiction over all Parties. Specifically, Berry GP, Berry Operating, and Bay Ltd. are legal entities formed in Texas that maintain their principal offices in Texas. M.Berry and L.Berry reside in Texas. As such, all Parties have sufficient contacts with the State of Texas and, therefore, are subject to the jurisdiction of this Court.

9. Venue is proper in Nueces County, Texas, pursuant to TCPRC Chapter 15, section 15.002(a)(1) inasmuch as Nueces County is the location where all or a substantial part of the events or omissions giving rise to the claims occurred. See Exhibit C (with attachments). Moreover, venue is proper in Nueces County, Texas, pursuant to TCPRC Chapter 15, section 15.063(3). See Exhibit B.

III.

DISCOVERY 10. Discovery should be conducted in accordance with Level 3, as permitted by TRCP 109.4.

IV.

EXECUTIVE SUMMARY 11. Counter-Plaintiffs file this counter-petition asserting claims against L.Berry for conversion, breach of fiduciary duty, breach of contract, unjust enrichment, breach of constructive trust, fraud, and other causes of action. Counter-Plaintiffs’ causes of action pleaded against and complaining of L.Berry are directly responsive to L.Berry’s claims for self-dealing and breach of fiduciary duty filed against one or more Counter-Plaintiffs.1 For all claims referenced in this

See Exhibit A, at pp. 13-16.

Counter-Plaintiffs ’Original Petition Asserting Counter-Claims, Counter-Plaintiffs now sue Counter-Defendant.

VI.

FACTUAL BACKGROUND 12. The Berry Entities and Berry-Related Entities are a large organization of companies engaged in various businesses throughout the United States, and have successfully done so since the 1950s.

13. Marvin Berry had four (4) sons: Marty Berry (M.Berry), Dennis Berry (D.Berry), A.

Lawrence Berry (L.Berry), and Kenneth Berry. After Marvin Berry passed in 1997, control of the Berry Entities shifted to Laura Berry (Marvin’s wife), and then to their (Marvin’s and Laura’s) sons — M.Berry, D.Berry, and L.Berry. LDMA LP (“LDMA”) sits at the top of the Berry Entities.

LDMA’s 3% general partner is Beacon Inc. which is owned in equal shares by M.Berry, D.Berry, and L.Berry. LDMA owns Berry GP which, through a series of legal entities, own Berry Operating and Bay Ltd. The Board of Directors of Berry GP (M.Berry, D.Berry, Bonnie Berry,2 and L.Berry) — in accordance with the by-laws of Berry GP — primarily govern Berry GP, the Berry Entities, and some of the other affiliated entities (indirectly). All considered (generally), ownership of the Berry Entities is vested with M.Berry, D.Berry, and L.Berry (shareholders); and control of the Berry Entities (generally, at a policy level) is with M.Berry, D.Berry, Bonnie Berry, and L.Berry (all serving as directors of Berry GP).

Bonnie Berry is wife of D.Berry, recently appointed director of Berry GP.

ICI Development (“Orca ICI,” a Texas partnership), West 17th Resources LLC, Gansevoort Investments LLC, Halcon Mineral Interest LLC, Orca Petroleum Ltd., Zilker Acquisitions LLC, Three Rivers Pipe and Rental LLC, Southern Comfort Equipment, Ridgefield Energy Investments LLC, Ridgefield Energy Operating LLC, Ridgefield Eagle Ford, LLC, Ridgefield Permian, LLC, Ridgefield Permian Minerals, LLC (and related companies). The Berry Entities and Berry-Related Entities may be sometimes referred to as the “Berry Companies.”

15. The Berry Companies are and have been started up, owned (legally and/or beneficially), held in trust, managed, developed, operated, and/or controlled at various times by and through Berry GP, and/or by and through (in part) M.Berry, D.Berry, and/or L.Berry (one or all of them), since the 2000s. Such business practices are investments for one or more of the Berry Entities.

16. As an example of how Berry Entities invested, Counter-Plaintiffs invested substantially in ICI, ICI Orca, and Orca. Specifically, Counter-Plaintiffs seeded capital (money, assets, manpower) to Orca to start-up, manage, develop, operate, and/or control an investment in the Eagle Ford Shale and/or Permian Basin — which, in turn, became seed-money/assets (including mineral interests as assets) for several of the Berry-Related Entities (the “Investment”).

17. From time to time, M.Berry, D.Berry, and/or L.Berry (or all of them) had meetings to discuss how to manage the Investment, whether to sell or continue with the Investment, and other business-type meetings/discussions.

18. Seeded capital money/assets from Counter-Plaintiffs to ICI to Orca/ICI to Orca involved an agreement/contract as between these legal entities requiring payment-in-full for the base value of the seeded money/assets received by Orca. In contravention of such agreement/contract, L.Berry has very recently refused to pay as required by the agreement/contract.

19. Seeded capital money/assets from Counter-Plaintiffs to ICI to Orca/ICI to Orca also included the agreement/contract that L.Berry/Orca would initiate the Investment (start-up); manage, develop, operate, and control the Investment, and hold the Investment in trust and for the benefit of Counter-Plaintiffs. In contravention of such agreement/contract, L.Berry/Orca has engaged a series of self-dealing transactions without notice to, consultation with, or vote (in- meeting or otherwise) of a majority of the owners/shareholders/directors of Counter-Plaintiffs.

20. Specifically, L.Berry has participated in self-dealing transactions involving the Investment (and the Investment’s earnings) — taking of seeded money and assets of value (wealth) for his own personal benefit, and not for the benefit of any one or more of the Counter-Plaintiffs. This on-going practice by L.Berry/Orca of self-dealing transactions and ultra vires transactions violates the fiduciary obligations owed by L.Berry to Counter-Plaintiffs (and others).

21. In furtherance of L.Berry’s wrongful conduct, L.Berry has intentionally obscured his self- dealing transactions by transfers of money/assets of substantial value to and/or through the following entities: Allen Lawrence Berry 2007 Trust, West 17th Resources LLC, Gansevoort Investments LLC, Halcon Mineral Interest LLC, Orca Petroleum Ltd., Zilker Acquisitions LLC, Three Rivers Pipe and Rental LLC, Ridgefield Energy Investments LLC, Ridgefield Energy Operating LLC, Ridgefield Eagle Ford, LLC, Ridgefield Permian, LLC, Ridgefield Permian Minerals, LLC, and Southern Comfort Equipment. All such transactions constitute L.Berry’s wrongful taking of money and assets belonging to, held in trust for, and held for the benefit of Counter-Plaintiffs. L.Berry not only is and has been engaged in such wrongful takings, but also has failed to disclose same (as is required by his (L.Berry’s) fiduciary duties owed).

22. L.Berry’s wrongful conduct (as described herein) continues to-date. Counter-Plaintiffs file this legal action to demand L.Berry provide financial information as shall be requested through the legal discovery process. Counter-Plaintiffs now plead the following claims and causes of action against L.Berry: conversion, breach of fiduciary duty, breach of contract, unjust enrichment, breach of constructive trust, and fraud.

VII.

CAUSES OF ACTION Count 1 Conversion 23. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 1 in their entirety.

24. Counter-Plaintiffs would show that L.Berry (Counter-Defendant) is liable to Counter- Plaintiffs for conversion of Counter-Plaintiffs’ Investment (+ earnings). Specifically, Counter- Plaintiffs seeded capital (money, assets) to L.Berry/Orca to start-up, manage, develop, operate, and/or control an investment in the Eagle Ford Shale and/or Permian Basin — which, in turn, became seed-money/assets for several of the Berry-Related Entities (the Investment). L.Berry was to hold the Investment (+ earnings) in trust for Counter-Plaintiffs.3 Wrongfully, L.Berry has absconded with the Investment (+ earnings) through a series of self-dealing transactions without notice to, consultation with, or vote (in-meeting or otherwise) of a majority of the owners/shareholders/directors of Counter-Plaintiffs. L.Berry’s wrongful conduct is a conversion of Counter-Plaintiffs Investment (+ earnings).

25. The elements of conversion are: 1) claimants (Counter-Plaintiffs) owned or were entitled to possession of property; 2) another assumes or exercises control of the property in an unauthorized manner to the exclusion of the claimants; and 3) the claimants’ demand for return of

Counter-Defendant has wrongfully assumed and exercised control over such Investment (+ earnings), and done so in a manner unauthorized by Counter-Plaintiffs and to the exclusion of Counter-Plaintiffs. Further, and in disregard of requests from Counter-Plaintiffs, Counter- Defendant has failed and refused to return the Investment (+ earnings) to Counter-Plaintiffs. This is a wrongful conversion of such Investment (+ earnings) — the money/assets — belonging to Counter-Plaintiffs, for which Counter-Plaintiffs now sue.

26. Counter-Defendant’s wrongful conversion of Counter-Plaintiffs’ Investment (+ earnings) has caused substantial financial harm and losses to Counter-Plaintiffs. Counter-Plaintiffs now sue for the return of such Investment (+ earnings), or alternatively for the value of such Investment (+ earnings).

Count 2 Breach of Fiduciary Duty 27. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 2 in their entirety.

28. Counter-Defendant has been a shareholder, officer, and director of Counter-Plaintiffs for all relevant times. Counter-Defendant held the Investment (+ earnings) in trust for Counter- Plaintiffs all relevant times. As such, Counter-Defendant owes fiduciary duties to Counter- Plaintiffs for all relevant times. The fiduciary duties owed by Counter-Defendant to Counter- Plaintiffs include, but are not limited to, the duty of loyalty, duty of utmost good faith and fair dealing, and duty of fairness and honesty. The fiduciary duties owed by Counter-Defendant to Counter-Plaintiffs further include putting Counter-Plaintiffs’ interest before his (L.Berry’s) own interest, inclusive of devoting his (L.Berry’s) full time and efforts in favor of Counter-Plaintiffs’ best interests — not his (L.Berry’s) own interests. These duties that Counter-Defendant/L.Berry owes to Counter-Plaintiffs encompass obligations and/or duties to refrain from self-dealing transactions and to make full disclosures of information.

29. While owing fiduciary duties to Counter-Plaintiffs, Counter-Defendant has engaged in, directed, approved, and/or taken actions in contravention of his (L.Berry’s) fiduciary duties owed, including but without limited to the following: a. L.Berry took substantial money/assets from Counter-Plaintiffs, and failed to invest same in the name of and/or for the benefit of Counter-Plaintiffs (thereby L.Berry put his own financial interest ahead of Counter-Plaintiffs’ financial interest). By way of example, L.Berry took Counter-Plaintiffs money/assets yet wrongfully placed things of value (mineral leases) into Orca (a legal entity that ultimately (later) was determined to be 100% for the benefit of L.Berry). This breach of fiduciary duty caused substantial financial harm and losses to Counter-Plaintiffs, and for which Counter- Plaintiffs now sue.

b. L.Berry was supposed to hold the Investment (+ earnings) in trust for Counter-Plaintiffs, yet L.Berry refuses to account for and surrender such Investment (+ earnings) in favor of Counter-Plaintiffs — but rather appears to have absconded with the Investment (+ earnings). This failure to hold, account for, and then surrender the Investment (+ earnings) for the benefit of Counter-Plaintiffs is self-dealing — and a breach of fiduciary duty. This breach of fiduciary duty has caused substantial financial harm and losses to Counter-Plaintiffs, and for which Counter-Plaintiffs now sue.

c. L.Berry took the Investment (+ earnings) for his own benefit (as set forth above), and did so without full disclosure of details of the Investment (and earnings) to Counter-Plaintiffs. Rather than comply with Counter- Defendant’s fiduciary duties owed, Counter-Defendant has engaged a series of transactions to obscure Counter-Plaintiffs’ rights to its Investment (+ earnings). This lack of full disclosure is L.Berry’s breach of his (L.Berry’s) fiduciary duty of full disclosure and candor owed to Counter-Plaintiffs. This breach of fiduciary duty has caused substantial financial harm and losses to Counter-Plaintiffs, and for which Counter- Plaintiffs now sue.

d. L.Berry has used Counter-Plaintiffs money/assets to promote and make profit for his (L.Berry’s) own businesses in various manners and locations.

This is more self-dealing, and a breach of the fiduciary duty owed by L.Berry to the Counter-Plaintiffs. This breach of fiduciary duty has caused substantial financial harm and losses to the Counter-Plaintiffs, and for which Counter-Plaintiffs now sue.

e. There are additional transactions / ventures by Counter-Defendant that are a breach of his (L.Berry’s) breach of fiduciary duties owed to Counter- Plaintiffs, and all of which have caused substantial financial harm and losses to Counter-Plaintiffs. For same, Counter-Plaintiffs now sue.

30. Counter-Defendant has taken money/assets/manpower from one or more of the Counter- Plaintiffs; the Investment (+ earnings) from one or more of Counter-Plaintiffs; misappropriated equipment, personnel, and other assets from one or more of the Counter-Plaintiffs; and all to the detriment of one or more of the Counter-Plaintiffs — while only benefiting Counter-Defendant.

This is self-dealing. All such conduct described herein evidences Counter-Defendant’s breaches of his fiduciary duties owed; that is, self-dealing, advancing his (L.Berry’s) own interest rather than Counter-Plaintiffs’ interest, breaches of loyalty to the Counter-Plaintiffs, breaches of good faith and fair dealing owed to Counter-Plaintiffs, breaches of full disclosure and candor owed to Counter-Plaintiffs, and more. Counter-Defendant L.Berry’s misconduct has been and continues to be designed as a subterfuge of his obligations to the Counter-Plaintiffs (whereas other shareholders who may have received benefits account for same to the Berry Entities). Counter- Defendant’s breaches of fiduciary duties owed to Counter-Plaintiffs have caused substantial financial harm and losses to Counter-Plaintiffs, for which Counter-Plaintiffs now sue.

Count 3 Breach of Contract 31. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 3 in their entirety.

32. As noted herein, seeded capital money/assets from Counter-Plaintiffs included the agreement/contract that L.Berry would initiate the Investment (start-up); manage, develop, operate, and control the Investment, and hold the Investment (+ earnings) in trust and for the benefit of Counter-Plaintiffs. In contravention of such agreement/contract, L.Berry has refused to perform as promised, but rather engaged a series of self-dealing transactions designed to allow L.Berry to keep all (or some) of the Investment (+ earnings) for himself (L.Berry).

33. Counter-Defendant’s refusal to abide by the agreement/contract is a breach of agreement/contract. Counter-Defendant’s breach of the agreement/contract has caused Counter-

Plaintiffs substantial financial harm and losses, and for such substantial financial harm and losses Counter-Plaintiffs now sue.

Count 4 Unjust Enrichment 34. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 4 in their entirety.

35. Recent events now give rise to a concern on Counter-Plaintiffs’ behalf that Counter- Defendant may deny the agreement/contract (and/or some terms of the agreement/contract) as between Counter-Plaintiffs and Counter-Defendant — all in an effort by Counter-Defendant to wrongfully abscond with Counter-Plaintiffs’ Investment + earnings. Such a result would be inequitable, and unjustly enrich Counter-Defendant.

36. Counter-Plaintiffs would show that Counter-Plaintiffs did, in fact, provide seed capital money/assets from Counter-Plaintiffs to Orca/ICI / Orca as a benefit to Counter-Defendant, and to allow Counter-Defendant to invest (again, the Investment). This benefit to Counter-Defendant was provided by Counter-Plaintiffs, and it will cause a substantial detriment to Counter-Plaintiff if the Investment + earnings are not returned to Counter-Plaintiffs. As such, equity demands that the Investment + earnings be returned to Counter-Plaintiffs or compensation for value.

37. For these reasons set forth herein, Counter-Plaintiffs now sue Counter-Defendant for unjust enrichment, as fairness demands Counter-Plaintiffs be made whole by: (1) return of all Investment (+ earnings); or (2) the value of all Investment (+ earnings) be paid by Counter-Defendant to Counter-Plaintiffs.

Count 5 Breach of Constructive Trust 38. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 5 in their entirety.

39. As noted above, Counter-Defendant has been a shareholder, officer, and director of Counter-Plaintiffs for all relevant times. Counter-Defendant held the Investment (+ earnings) in trust for Counter-Plaintiffs for all relevant times. As such, Counter-Defendant owed fiduciary duties to Counter-Plaintiffs for all relevant times.

40. Counter-Plaintiffs made transfer of monies/assets to Counter-Defendant (money, manpower, and assets). Counter-Plaintiffs made these transfers of monies/assets in reliance upon Counter-Defendant’s promise to protect and deliver Counter-Plaintiffs’ share of the Investment (+ earnings) to Counter-Plaintiffs.

41. Counter-Defendant now refuses to perform upon Counter-Defendant’s promise (but rather now wants to keep for his (L.Berry’s) own gain/profit all of the Investment (+ earnings)). As such, Counter-Defendant will be unjustly enriched. Given these facts, Counter-Plaintiffs now sue for breach of constructive trust for the Investment (+ earnings) and related, traceable monies/assets.

All such monies and assets should be placed in a constructive trust for the benefit of Counter- Plaintiffs or distributed to same.

Count 6 Fraud 42. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 6 in their entirety.

43. As noted above, Counter-Plaintiffs invested heavily ($millions$, the Investment) in ICI, Orca ICI, Orca, and other Berry-Related Entities for the benefit of Counter-Plaintiffs. Such Investment was seed-money/assets for — and investment in — Berry-Related Companies.

44. Counter-Plaintiffs invested the millions of dollars/assets based specifically upon Counter- Defendants representation/promise to start-up, manage, develop, operate, and/or control investments in the Eagle Ford Shale and/or Permian Basin for the benefit of Counter-Plaintiffs (which is also for the benefit of L.Berry, in part (1/3rd)).

45. More specifically, and to induce the Investment, Counter-Defendant promised to re-pay the original value of the Investment ($millions$) to the Counter-Plaintiffs; and further promised that the Investment would be for the benefit of the Counter-Plaintiffs (and understandably so given that L.Berry would still share substantially in the benefits/profits (1/3rd)).

46. Instead, Counter-Defendant — although Counter-Defendant has paid some interest-only payments from time to time — has absconded with all or a substantial portion of the value of the Investment monies/assets + earnings. On information and belief, Counter-Defendant apparently made interest payments to prolong the process (run out the clock) — all the while never intending to re-pay the original value of the Investment; and all the while never intending to deliver such Investment (+ earnings) to Counter-Plaintiffs.

47. Presently, Counter-Defendant has gone dark on this discussion, and thereby indicated that he (L.Berry) never intended to abide by his representation/promise designed to induce the Investment.

48. Counter-Defendant’s fraud/fraud in the inducement has resulted is substantial, unearned profits for Counter-Defendant, personally; and great financial losses to the Counter-Plaintiffs.

49. The above-described conduct constitutes fraud and fraud in the inducement, and thus is actionable in favor of one or more of the Counter-Plaintiffs. For such fraud and fraud in the inducement, the Counter-Plaintiffs now file and assert all such claims and causes of action against Counter-Defendant.

VIII.

CAUSATION 50. Counter-Plaintiffs incorporate all above paragraphs as if set forth herein in their entirety.

51. Counter-Plaintiffs would show that all causes of action/claims set forth herein have been the cause, proximate cause, producing cause, and cause-in-fact of substantial harm and financial losses to Counter-Plaintiffs. For all such harm and financial losses, these Counter-Plaintiffs sue.

IX.

LEGAL DAMAGES 52. Counter-Plaintiffs incorporate all above paragraphs as if set forth herein in their entirety.

53. For all harm and financial losses suffered by Counter-Plaintiffs and arising from wrongful and/or inequitable conduct of Counter-Defendant, these Counter-Plaintiffs now sue.

54. Counter-Plaintiffs file all causes of action/claims as set forth herein to recover monetary relief for the substantial harm and financial damages suffered by Counter-Plaintiffs; to wit; compensatory damages, actual damages, consequential damages, restitution damages, disgorgement damages, and other damages. Counter-Plaintiffs claims asserted herein are for substantial harm and financial losses greatly in excess of $1,000,000.00.

55. Counter-Plaintiffs file all causes of action/claims as set forth herein to recover monetary relief for the harm and financial damages suffered by Counter-Plaintiffs; to wit; attorneys’ fees.

56. Counter-Plaintiffs file all causes of action/claims as set forth herein to recover monetary relief for the harm and financial damages suffered by Counter-Plaintiffs; to wit; prejudgment and post-judgment interests — as allowed by law.

WHEREFORE, PREMISES CONSIDERED, Counter-Plaintiffs pray for all relief as requested herein, for costs of court in addition thereto, and for such other and further relief to which Counter-Plaintiffs may show themselves justly entitled as against Counter-Defendant.

Respectfully submitted, LAW OFFICE OF DOUGLAS ALLISON By: /s/ Douglas A. Allison Douglas A. Allison State Bar No. 01083500 [email protected] N. Tancahua Street Corpus Christi, Texas 78401 Telephone: (361) 888-6002 Facsimile: (361) 888-6651 ATTORNEY FOR MARTY BERRY, BERRY GP, INC., BERRY OPERATING COMPANY, LLC and BERRY CONTRACTING LOP CERTIFICATE OF SERVICE I hereby certify that on the 23rd day of January 2024, a true and correct copy of the above was served upon the attorneys of record in the above entitled and numbered cause, via e-service.

/s/ Douglas A. Allison Douglas A. Allison

Automated Certificate of eService This automated certificate of service was created by the efiling system.

Kim Brunkenhoefer on behalf of Douglas Allison Bar No. 1083500 [email protected] Envelope ID: 83703677 Filing Code Description: Counter Claim/Cross Action/Interpleader/Intervention/Third Party Filing Description: Counter-Plaintiffs' Original Petition Asserting Counter-Claim Status as of 1/23/2024 3:56 PM CST Associated Case Party: Lawrence Berry Name BarNumber Email TimestampSubmitted Status Barrett H.Reasoner [email protected] 1/23/2024 3:18:01 PM SENT Michael R.Absmeier [email protected] 1/23/2024 3:18:01 PM SENT Roxanne Graham [email protected] 1/23/2024 3:18:01 PM SENT Christina Pena [email protected] 1/23/2024 3:18:01 PM SENT Bruce Baldree [email protected] 1/23/2024 3:18:01 PM SENT Sherry Rakestraw [email protected] 1/23/2024 3:18:01 PM SENT Butch Boyd [email protected] 1/23/2024 3:18:01 PM SENT

Associated Case Party: Marty Berry Name BarNumber Email TimestampSubmitted Status Douglas Allison [email protected] 1/23/2024 3:18:01 PM SENT Kim Brunkenhoefer [email protected] 1/23/2024 3:18:01 PM SENT Susan Gonzales [email protected] 1/23/2024 3:18:01 PM SENT

Case Contacts Name BarNumber Email TimestampSubmitted Status Stephanie Jennings [email protected] 1/23/2024 3:18:01 PM SENT Cheri Deason [email protected] 1/23/2024 3:18:01 PM SENT Shanna Gohlke [email protected] 1/23/2024 3:18:01 PM SENT

Associated Case Party: Robert Rickett Automated Certificate of eService This automated certificate of service was created by the efiling system.

Associated Case Party: Robert Powers Name BarNumber Email TimestampSubmitted Status Clay Steely [email protected] 1/23/2024 3:18:01 PM SENT William Stukenberg [email protected] 1/23/2024 3:18:01 PM SENT

Associated Case Party: Michael Hummell Name BarNumber Email TimestampSubmitted Status Van Huseman [email protected] 1/23/2024 3:18:01 PM SENT John Swallow [email protected] 1/23/2024 3:18:01 PM SENT APPENDIX 7

1 REPORTER'S RECORD TRIAL COURT CAUSE NO. 2024DCV-0045-C LAWRENCE BERRY, ) Individually and ) IN THE DISTRICT COURT Derivatively on behalf ) Of BERRY GP, INC. ) 5 ) Plaintiff ) 6 ) BERRY GP, INC., ) 7 Normal Plaintiff ) ) VS. ) NUECES COUNTY, TEXAS ) MARTY BERRY, ROBERT ) RICKETT; ) 10 ROBERT POWERS; ) MICHAEL HUMMELL; ) 11 BERRY GP, INC.; BERRY ) OPERATING COMPANY, LLC; ) 12 and BERRY CONTRACTING, ) LOP ) 94TH JUDICIAL DISTRICT 16 ------------------------------ 17 JUDGE'S RULING 18 ------------------------------ 20 On the 25th day of March, 2024, the following proceedings came on to be heard in the above-entitled and numbered cause before the Honorable BOBBY GALVAN, Judge presiding, held in Corpus Christi, Nueces, Texas; 25 Proceedings reported by machine shorthand.

1 A P P E A R A N C E S MR. BARRETT REASONER SBOT NO. 16441980 MR. MICHAEL ABSMEIER SBOT NO. 24050195 MR. BRUCE BALDTREE SBOT NO. 24116064 Gibbs & Bruns, LLP Houston, Texas Telephone: (713) 650-8805 AND MR. BUTCH BOYD SBOT NO. 00783694 Butch Boyd Law Firm 2905 Sackett Street Houston, Texas 77002 Telephone: (713) 589-8744 12 AND MR. DOUGLAS A. ALLISON SBOT NO. 01083500 Law Office of Douglas Allison North Tancahua Street Corpus Christi, Texas 78401 Telephone: (361) 888-6002 AND MR. VAN HUSEMAN Huseman Law Firm North Upper Broadway, Suite 2000 Corpus Christi, Texas 78401 Telephone: (361) 883-3563 AND MS. GABBIE S. CANALES SBOT NO. 24012376 Law Office of Gabbie Canales 5262 South Staples, Suite 100 Corpus Christi, Texas 78411 Telephone: (361) 887-4700

1 P R O C E E D I N G S March 25, 2024 2 (In open court.)

3 THE COURT: Okay. All right. So, the Court has heard evidence over a three-day period. 5 Temporary injunction's requested. Bylaws provide for the removal and appointment of a Board of Director, so I'm not gonna interfere with that. 8 With regards to the second issue the Court will partially grant for any sale of real property there must be 48 hours notice to all of the Board members; whoever they may be at the time. Board members may participate by phone in the vote if they choose. This only applies to real property. Granted and rendered. 14 (End of requested portion.)

1 REPORTER'S CERTIFICATE THE STATE OF TEXAS ) COUNTY OF NUECES ) 4 I, ALICIA BROOKS, Deputy Official Court Reporter in and for the District Courts of Nueces County, State of Texas, do hereby certify that the above and foregoing contains a true and correct transcription of all portions of evidence and other proceedings requested in writing by counsel for the parties to be included in this volume of the Reporter's Record, in the above-styled and numbered cause, all of which occurred in open court or in chambers and were reported by me.

13 I further certify that the total cost for the preparation of this Reporter's Record is $40 and was paid by Doug Allison.

16 WITNESS MY OFFICIAL HAND this the 26th day of March, 2024.

19 /S/Alicia Brooks ALICIA BROOKS, Texas CSR #8726 20 Expiration Date: 03/31/2025 Deputy Official Court Reporter 21 Nueces County, Texas Corpus Christi, Texas 22 361-888-0751

APPENDIX 8 Filed 4/15/2024 12:00 AM Anne Lorentzen District Clerk Nueces County, Texas

COUNTER-PLAINTIFFS’ FIRST AMENDED ORIGINAL PETITION ASSERTING COUNTER-CLAIMS TO THE HONORABLE JUDGE OF SAID COURT: NOW COME Berry GP Inc., Berry Operating Company LLC, Berry Contracting LP, and Marty Berry, sometimes collectively referred to as Counter-Plaintiffs, and make and file this Counter-Plaintiffs’ First Amended Original Petition Asserting Counter-Claims complaining of A.

Lawrence Berry, in his personal capacity and as Trustee of the Allen Lawrence Berry Trust, sometimes referred to as Counter-Defendants, and in support of same would show:

4. Marty Berry (“M.Berry”) is a natural person who is presently an Officer, Director, and shareholder of Berry GP, Berry Operating, and Bay Ltd. Marty Berry resides in Nueces County, Texas.

Counter-Plaintiffs First Amended Original Petition Asserting Counter-Claims will be served upon Allen Lawrence Berry, Trustee, and the Trust by service upon their attorney: Mr. Barrett Reasoner, Gibbs & Bruns LLP, 1100 Louisiana, Suite 5300, Houston, Texas 77002. Service shall be by electronic means, and in such manner as complies with the Texas Rules of Civil Procedure.

6. Berry GP, Berry Operating, Bay Ltd., Marty Berry, and A. Lawrence Berry may be sometimes referred to as the “Parties,” or any one of them referred to as a “Party.”

7. L.Berry is the original Plaintiff in this legal action by having filed Plaintiffs’ Original Verified Petition and Application for Temporary Restraining Order and Temporary Injunction (“Plaintiffs’ Verified Petition”). The legal action initiated by Plaintiffs’ Verified Petition was filed in Harris County, Texas, but promptly transferred to Nueces County, Texas. A Counter-Plaintiffs’ Original Petition Asserting Counter-Claims was filed as counter-claim to Plaintiffs’ Verified Petition in compliance with Texas Rule of Civil Procedure (“TRCP”) 97. L.Berry, adding Lawrence Berry in his capacity as trustee of the Allen Lawrence Berry Trust (“Trust”), then filed Plaintiffs’ First Amended Verified Petition and Application for Temporary Injunction. This Counter-Plaintiffs’ First Amended Original Petition Asserting Counter-Claims is now being filed as counter-claim to Plaintiffs’ First Amended Verified Petition and Application for Temporary Injunction in compliance with Texas Rule of Civil Procedure (“TRCP”) 97.

II.

III.

DISCOVERY 10. Discovery should be conducted in accordance with Level 3, as permitted by TRCP 109.4.

IV.

EXECUTIVE SUMMARY 11. Counter-Plaintiffs file this amended counter-petition asserting claims against L.Berry and the Trust for conversion, breach of fiduciary duty, breach of contract, unjust enrichment, breach of constructive trust, fraud, and other causes of action. Counter-Plaintiffs’ causes of action pleaded against and complaining of L.Berry and Trust are directly responsive to L.Berry’s claims for self- dealing and breach of fiduciary duty filed against one or more Counter-Plaintiffs. For all claims referenced in this Counter-Plaintiffs’ First Amended Original Petition Asserting Counter-Claims, Counter-Plaintiffs now sue Counter-Defendants.

VI.

13. Marvin Berry had four (4) sons: Marty Berry (M.Berry), Dennis Berry (D.Berry), A.

LDMA’s 3% general partner is Beacon Inc. which is owned by M.Berry, D.Berry, and L.Berry.

14. For purposes of this pleading, the Berry Entities refers to Berry GP, Berry Operating, and Bay Ltd. For purposes of this pleading, the Berry-Related Entities refer to the Allen Lawrence Berry 2007 Trust, Orca Assets GP LLC (“Orca”), Inner Channel Investments Inc. (“ICI”), Orca ICI Development (“Orca ICI,” a Texas partnership), Orca ICI Development JV, Orca Petroleum Ltd., Orca Properties LLC (a/k/a Orca Specialty Equipment LLC, Providence Plantation, and/or Casa de Juego), West 17th Resources LLC, Gansevoort Investments LLC, Halcon Mineral Interest LLC, Zilker Acquisitions LLC, Three Rivers Pipe and Rental LLC, Southern Comfort Equipment, Ridgefield Energy Investments LLC, Ridgefield Energy Operating LLC, Ridgefield Eagle Ford LLC, Ridgefield Eagle Ford Minerals LLC, Ridgefield Permian LLC, Ridgefield Permian Minerals LLC, Ridgefield Energy Partners LLC, CEC Ridgefield Holdings LLC, Blue Wagon Energy Investments LLC, Alamo Resources IV JV LLC, B.B.I. Inc., Escopeta Oil & Gas

Corporation, Furie Operating Alaska LLC, Helios Power Capital LLC, Danskammer Energy LLC, Berry Y&V Fabricators LLC (and related companies). The Berry Entities and Berry-Related Entities may be sometimes referred to as the “Berry Companies.”

15. The Berry Companies, except for the Trust, are and have been started up, owned (legally and/or beneficially), held in trust, managed, developed, operated, and/or controlled at various times by and through Berry GP, and/or by and through (in part) M.Berry, D.Berry, and/or L.Berry (one or all of them), since the 2000s. Such business practices are investments for one or more of the Berry Entities and/or their owners/shareholders.

18. Seeded capital money/assets from Counter-Plaintiffs to ICI to Orca/ICI to Orca involved an agreement/contract as between these legal entities requiring payment-in-full for the base value of the seeded money/assets received by Orca. In contravention of such agreement/contract, L.Berry, individually and as trustee for the Trust, has very recently refused to pay as required by the agreement/contract.

19. Seeded capital money/assets from Counter-Plaintiffs to ICI to Orca/ICI to Orca also included the agreement/contract that L.Berry/Orca/Trust (all or in part) would initiate the

Investment (start-up); manage, develop, operate, and control the Investment, and hold the Investment in trust and for the benefit of Counter-Plaintiffs. In contravention of such agreement/contract, L.Berry/Orca/Trust (all or in part) has engaged a series of self-dealing transactions without notice to, consultation with, or vote (in-meeting or otherwise) of a majority of the owners/shareholders/directors of Counter-Plaintiffs.

20. Specifically, L.Berry/Trust has participated in self-dealing transactions involving the Investment (and the Investment’s earnings) — taking of seeded money and assets of value (wealth) for personal benefit, and not for the benefit of any one or more of the Counter-Plaintiffs. This on- going practice by L.Berry/Orca/Trust of self-dealing transactions and ultra vires transactions violates the fiduciary obligations owed by L.Berry, individually and as trustee of the Trust, to Counter-Plaintiffs (and others).

21. In furtherance of L.Berry’s/Trust’s wrongful conduct, L.Berry/Trust has intentionally obscured self-dealing transactions by transfers of money/assets of substantial value to and/or through the Berry-Related Entities. All such transactions constitute L.Berry’s, individually and as trustee for the Trust, wrongful taking of money and assets belonging to, held in trust for, and held for the benefit of Counter-Plaintiffs. L.Berry, individually and as trustee for the Trust, has and is engaged in wrongful takings, and also has failed to disclose same (as is required by his (L.Berry’s, individually and as trustee of the Trust) fiduciary duties owed).

(individually and as trustee of the Trust) and the Trust: conversion, breach of fiduciary duty, breach of contract, unjust enrichment, breach of constructive trust, and fraud.

VII.

CAUSES OF ACTION Count 1 Conversion 23. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 1 in their entirety.

24. Counter-Plaintiffs would show that L.Berry (individually and as trustee of the Trust, Counter-Defendants) are liable to Counter-Plaintiffs for conversion of Counter-Plaintiffs’ Investment (+ earnings). Specifically, Counter-Plaintiffs seeded capital (money, assets) to L.Berry/Orca/Trust (and their benefit) to start-up, manage, develop, operate, and/or control an investment in the Eagle Ford Shale and/or Permian Basin — which, in turn, became seed- money/assets for several of the Berry-Related Entities (the Investment). L.Berry and the Trust were to hold the Investment (+ earnings) in trust for Counter-Plaintiffs.1 Wrongfully, L.Berry and the Trust have absconded with the Investment (+ earnings) through a series of self-dealing transactions without notice to, consultation with, or vote (in-meeting or otherwise) of a majority of the owners/shareholders/directors of Counter-Plaintiffs. L.Berry’s wrongful conduct is a conversion of Counter-Plaintiffs’ Investment (+ earnings).

Although some monies have been paid by L.Berry or one of his legal entities to one or more Counter-Plaintiffs as part of these transactions, the amounts of money paid have only been a partial repayment of monies owed to Counter- Plaintiffs — still in disregard for that which was agreed to be held in trust by L.Berry for Counter-Plaintiffs. the property is refused. By this Counter-Plaintiffs’ First Amended Counter-Claim these Counter- Plaintiffs continue to request return of all converted assets. In this case, Counter-Plaintiffs clearly own and are entitled to possession of the Investment (+ earnings). Such Investment (+ earnings) were supposed to be held in trust by L.Berry, individually and as trustee for the Trust (the sole person in control of such Investment (+ earnings)) for Counter-Plaintiffs. Counter-Defendants have wrongfully assumed and exercised control over such Investment (+ earnings), and done so in a manner unauthorized by Counter-Plaintiffs and to the exclusion of Counter-Plaintiffs. Further, and in disregard of requests from Counter-Plaintiffs, Counter-Defendants have failed and refused to return the Investment (+ earnings) to Counter-Plaintiffs. This is a wrongful conversion of such Investment (+ earnings) — the money/assets — belonging to Counter-Plaintiffs, for which Counter-Plaintiffs now sue.

26. Counter-Defendants’ wrongful conversion of Counter-Plaintiffs’ Investment (+ earnings) has caused substantial financial harm and losses to Counter-Plaintiffs. Counter-Plaintiffs now sue for the return of such Investment (+ earnings), or alternatively for the value of such Investment (+ earnings).

Count 2 Breach of Fiduciary Duty 27. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 2 in their entirety.

28. Counter-Defendant L.Berry has been a shareholder, officer, and director of Counter- Plaintiffs for all relevant times. Counter-Defendants held the Investment (+ earnings) in trust for Counter-Plaintiffs all relevant times. As such, Counter-Defendants owe fiduciary duties to Counter-Plaintiffs for all relevant times. The fiduciary duties owed by Counter-Defendants to Counter-Plaintiffs include, but are not limited to, the duty of loyalty, duty of utmost good faith and fair dealing, and duty of fairness and honesty. The fiduciary duties owed by Counter-Defendants to Counter-Plaintiffs further include putting Counter-Plaintiffs’ interest before his (L.Berry’s, individually and as trustee of the Trust) own interest, inclusive of devoting full time and efforts in favor of Counter-Plaintiffs’ best interests — not L.Berry’s own or just the Trust’s interests. These duties that Counter-Defendants owe to Counter-Plaintiffs encompass obligations and/or duties to refrain from self-dealing transactions and to make full disclosures of information.

29. While owing fiduciary duties to Counter-Plaintiffs, Counter-Defendants have engaged in, directed, approved, and/or taken actions in contravention of fiduciary duties owed, including but without limited to the following: a. L.Berry/Trust took substantial money/assets from Counter-Plaintiffs, and failed to invest same in the name of and/or for the benefit of Counter-Plaintiffs (thereby putting their own financial interest ahead of Counter-Plaintiffs’ financial interest). By way of example, L.Berry and Trust took Counter-Plaintiffs money/assets yet wrongfully placed things of value (mineral leases) into Orca (a legal entity that ultimately (later) was determined to be 100% for the benefit of Trust). This breach of fiduciary duty caused substantial financial harm and losses to Counter-Plaintiffs, and for which Counter- Plaintiffs now sue.

b. L.Berry/Trust were supposed to hold the Investment (+ earnings) in trust for Counter-Plaintiffs, yet L.Berry/Trust refuses to account for and surrender such Investment (+ earnings) in favor of Counter-Plaintiffs — but rather appears to have absconded with the Investment (+ earnings). This failure to hold, account for, and then surrender the Investment (+ earnings) for the benefit of Counter-Plaintiffs is self-dealing — and a breach of fiduciary duty. This breach of fiduciary duty has caused substantial financial harm and losses to Counter-Plaintiffs, and for which Counter-Plaintiffs now sue. c. L.Berry/Trust took the Investment (+ earnings) for their own benefit (as set forth above), and did so without full disclosure of details of the Investment (and earnings) to Counter-Plaintiffs. Rather than comply with Counter- Defendants’ fiduciary duties owed, Counter-Defendants have engaged a series of transactions to obscure Counter-Plaintiffs’ rights to its Investment (+ earnings). This lack of full disclosure is L.Berry’s and Trust’s breach of fiduciary duty of full disclosure and candor owed to Counter-Plaintiffs. This breach of fiduciary duty has caused substantial financial harm and losses to Counter-Plaintiffs, and for which Counter- Plaintiffs now sue. d. L.Berry/Trust have used Counter-Plaintiffs money/assets to promote and make profit for their own businesses in various manners and locations.

This is more self-dealing, and a breach of the fiduciary duty owed by L.Berry/Trust to the Counter-Plaintiffs. This breach of fiduciary duty has caused substantial financial harm and losses to the Counter-Plaintiffs, and for which Counter-Plaintiffs now sue. e. There are additional transactions / ventures by Counter-Defendants that are a breach of fiduciary duties owed to Counter-Plaintiffs, and all of which have caused substantial financial harm and losses to Counter-Plaintiffs.

For same, Counter-Plaintiffs now sue.

30. Counter-Defendants have taken money/assets/manpower from one or more of the Counter- Plaintiffs; the Investment (+ earnings) from one or more of Counter-Plaintiffs; misappropriated equipment, personnel, and other assets from one or more of the Counter-Plaintiffs; and all to the detriment of one or more of the Counter-Plaintiffs — while only benefiting Counter-Defendants.

This is self-dealing. All such conduct described herein evidences Counter-Defendants’ breaches of fiduciary duties owed; that is, self-dealing, advancing their (L.Berry’s/Trust’s) own interest rather than Counter-Plaintiffs’ interest, breaches of loyalty to the Counter-Plaintiffs, breaches of good faith and fair dealing owed to Counter-Plaintiffs, breaches of full disclosure and candor owed to Counter-Plaintiffs, and more. Counter-Defendants’ misconduct has been and continues to be designed as a subterfuge of obligations to the Counter-Plaintiffs (whereas other shareholders who may have received benefits account for same to the Berry Entities). Counter-Defendants’ breaches of fiduciary duties owed to Counter-Plaintiffs have caused substantial financial harm and losses to Counter-Plaintiffs, for which Counter-Plaintiffs now sue.

Count 3 Breach of Contract 31. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 3 in their entirety.

32. As noted herein, seeded capital money/assets from Counter-Plaintiffs included the agreement/contract that L.Berry, individually and as trustee of the Trust, would initiate the Investment (start-up); manage, develop, operate, and control the Investment, and hold the Investment (+ earnings) in trust and for the benefit of Counter-Plaintiffs. In contravention of such agreement/contract, L.Berry, individually and as trustee of the Trust, have refused to perform as promised, but rather engaged a series of self-dealing transactions designed to allow L.Berry and the Trust to keep all (or some) of the Investment (+ earnings) for himself (L.Berry) and/or the Trust.

33. Counter-Defendants’ refusals to abide by the agreement/contract is a breach of agreement/contract. Counter-Defendants’ breach of the agreement/contract has caused Counter- Plaintiffs substantial financial harm and losses, and for such substantial financial harm and losses Counter-Plaintiffs now sue.

Count 4 Unjust Enrichment 34. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 4 in their entirety.

35. Recent events now give rise to a concern on Counter-Plaintiffs’ behalf that Counter- Defendants may deny the agreement/contract (and/or some terms of the agreement/contract) as between Counter-Plaintiffs and Counter-Defendants — all in an effort by Counter-Defendants to wrongfully abscond with Counter-Plaintiffs’ Investment + earnings. Such a result would be inequitable, and unjustly enrich Counter-Defendants.

36. Counter-Plaintiffs would show that Counter-Plaintiffs did, in fact, provide seed capital money/assets from Counter-Plaintiffs to Orca/ICI /Orca as a benefit to Counter-Defendants, and to allow Counter-Defendants to invest (again, the Investment). This benefit to Counter-Defendants was provided by Counter-Plaintiffs, and it will cause a substantial detriment to Counter-Plaintiffs if the Investment + earnings are not returned to Counter-Plaintiffs. As such, equity demands that the Investment + earnings be returned to Counter-Plaintiffs or compensation for value.

37. For these reasons set forth herein, Counter-Plaintiffs now sue Counter-Defendants for unjust enrichment, as fairness demands Counter-Plaintiffs be made whole by: (1) return of all

Investment (+ earnings); or (2) the value of all Investment (+ earnings) be paid by Counter- Defendants to Counter-Plaintiffs.

Count 5 Breach of Constructive Trust 38. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 5 in their entirety.

39. As noted above, Counter-Defendant L.Berry has been a shareholder, officer, and director of Counter-Plaintiffs for all relevant times. Counter-Defendant L.Berry held the Investment (+ earnings) in trust for Counter-Plaintiffs for all relevant times. L.Berry, as trustee for the Trust, held the Investment (+ earnings) in trust for the Counter-Plaintiffs for all relevant times. As such, Counter-Defendants owed and owe fiduciary duties to Counter-Plaintiffs for all relevant times.

40. Counter-Plaintiffs made transfer of monies/assets to Counter-Defendants (money, manpower, and assets). Counter-Plaintiffs made these transfers of monies/assets in reliance upon Counter-Defendants’ promise to protect and deliver Counter-Plaintiffs’ share of the Investment (+ earnings) to Counter-Plaintiffs.

41. Counter-Defendants now refuse to perform upon Counter-Defendants’ promise (but rather now wants to keep for L.Berry’s and his Trust’s own gain/profit all of the Investment (+ earnings)).

As such, Counter-Defendants will be unjustly enriched. Given these facts, Counter-Plaintiffs now sue for breach of constructive trust for the Investment (+ earnings) and related, traceable monies/assets. All such monies and assets should be placed in a constructive trust for the benefit of Counter-Plaintiffs or distributed to same.

Count 6 Fraud 42. Counter-Plaintiffs incorporate all paragraphs herein as if set forth within Count 6 in their entirety.

44. Counter-Plaintiffs invested the millions of dollars/assets based specifically upon Counter- Defendants’ representations/promises to start-up, manage, develop, operate, and/or control investments in the Eagle Ford Shale and/or Permian Basin for the benefit of Counter-Plaintiffs (which is also for the benefit of L.Berry and his Trust, in part).

45. More specifically, and to induce the Investment, Counter-Defendants promised to re-pay the original value of the Investment ($millions$) to the Counter-Plaintiffs; and further promised that the Investment would be for the benefit of the Counter-Plaintiffs (and understandably so given that L.Berry and the Trust would still share substantially in the benefits/profits).

46. Instead, Counter-Defendants — although Counter-Defendants have paid some interest- only payments from time to time — have absconded with all or a substantial portion of the value of the Investment monies/assets + earnings. On information and belief, Counter-Defendants apparently made interest payments to prolong the process (run out the clock) — all the while never intending to re-pay the original value of the Investment; and all the while never intending to deliver such Investment (+ earnings) to Counter-Plaintiffs.

47. Presently, Counter-Defendants have gone dark on this discussion, and thereby indicated that L.Berry, individually and as trustee for the Trust, never intended to abide by the representations/promises designed to induce the Investment.

48. Counter-Defendants’ fraud/fraud in the inducement has resulted in substantial, unearned profits for Counter-Defendants, personally and for the Trust; and great financial losses to the Counter-Plaintiffs.

VIII.

CAUSATION 50. Counter-Plaintiffs incorporate all above paragraphs as if set forth herein in their entirety.

IX.

LEGAL DAMAGES 52. Counter-Plaintiffs incorporate all above paragraphs as if set forth herein in their entirety.

53. For all harm and financial losses suffered by Counter-Plaintiffs and arising from wrongful and/or inequitable conduct of Counter-Defendants, these Counter-Plaintiffs now sue.

55. Counter-Plaintiffs file all causes of action/claims as set forth herein to recover monetary relief for the harm and financial damages suffered by Counter-Plaintiffs; to wit; attorneys’ fees.

CERTIFICATE OF SERVICE I hereby certify that on the 14th day of April 2024, a true and correct copy of the above was served upon the attorneys of record in the above entitled and numbered cause, via e-service.

/s/ Douglas A. Allison Douglas A. Allison

Automated Certificate of eService This automated certificate of service was created by the efiling system.

Susan Gonzales on behalf of Douglas Allison Bar No. 1083500 [email protected] Envelope ID: 86636332 Filing Code Description: Amended Petition Filing Description: Counter-Plaintiffs' First Amended Original Petition Asserting Counter-Claims Status as of 4/22/2024 9:35 AM CST Associated Case Party: Lawrence Berry Name BarNumber Email TimestampSubmitted Status Barrett H.Reasoner [email protected] 4/14/2024 9:47:50 PM SENT Michael R.Absmeier [email protected] 4/14/2024 9:47:50 PM SENT Roxanne Graham [email protected] 4/14/2024 9:47:50 PM SENT Christina Pena [email protected] 4/14/2024 9:47:50 PM SENT Bruce Baldree [email protected] 4/14/2024 9:47:50 PM SENT Sherry Rakestraw [email protected] 4/14/2024 9:47:50 PM SENT Butch Boyd [email protected] 4/14/2024 9:47:50 PM SENT Katrina Chamblee-Boyd [email protected] 4/14/2024 9:47:50 PM SENT

Associated Case Party: Marty Berry Name BarNumber Email TimestampSubmitted Status Douglas Allison [email protected] 4/14/2024 9:47:50 PM SENT Kim Brunkenhoefer [email protected] 4/14/2024 9:47:50 PM SENT Susan Gonzales [email protected] 4/14/2024 9:47:50 PM SENT

Case Contacts Name BarNumber Email TimestampSubmitted Status Shanna Gohlke [email protected] 4/14/2024 9:47:50 PM SENT Stephanie Jennings [email protected] 4/14/2024 9:47:50 PM SENT Cheri Deason [email protected] 4/14/2024 9:47:50 PM SENT

Associated Case Party: Robert Rickett Automated Certificate of eService This automated certificate of service was created by the efiling system.

Associated Case Party: Robert Powers Name BarNumber Email TimestampSubmitted Status Clay Steely [email protected] 4/14/2024 9:47:50 PM SENT William Stukenberg [email protected] 4/14/2024 9:47:50 PM SENT

Associated Case Party: Michael Hummell Name BarNumber Email TimestampSubmitted Status Van Huseman [email protected] 4/14/2024 9:47:50 PM SENT John Swallow [email protected] 4/14/2024 9:47:50 PM SENT APPENDIX 9 CAUSE NO.: 2024DCV-0045-C LAWRENCE BERRY, individually and § IN THE DISTRICT COURT and as Trustee of the ALLEN § LAWRENCE BERRY TRUST, directly § and derivatively on behalf of BECON, § INC.; LDMA LIMITED § PARTNERSHIP; and BERRY GP, § INC. § § Plaintiff, § § BERRY GP, INC.; LDMA § LIMITEDPARTNERSHIP; and § BECON, INC.; § NUECES COUNTY, TEXAS § Nominal Plaintiff, § § v. § § MARTY BERRY, MICHAEL § HUMMELL, BERRY GP, INC., § BERRY OPERATING COMPANY, § LLC and BERRY CONTRACTING LP § § Defendants. § 94TH JUDICIAL DISTRICT

DEFENDANTS BERRY GP, INC.’S BERRY OPERATING COMPANY, LLC’S AND BERRY CONTRACTING LP’S FIRST SET OF REQUESTS FOR PRODUCTION TO ALLEN LAWRENCE BERRY, INDIVIDUALLY AND AS TRUSTEE OF ALLEN LAWRENCE BERRY 2007 TRUST _____________________________________________________________________________ To: Plaintiff Lawrence Berry, individually and as Trustee of the Allen Lawrence Berry Trust (a/k/a Allen Lawrence Berry 2007 Trust), by and through attorney of record, Barrett Reasoner, Gibbs & Bruns LLP, 1100 Louisiana Street, Suite 5300, Houston, Texas 77002.

Berry GP Inc. (“Berry GP”), Berry Operating Company LLC (“Berry Operating”), and Berry Contracting LP (“Bay Ltd.”), together the “Berry Entities,” hereby serve these First Set of Requests for Production on Allen Lawrence Berry, individually and as Trustee of the Allen Berry Trust (a/k/a Allen Lawrence Berry 2007 Trust). Allen Lawrence Berry’s, individually and as Trustee of the Allen Lawrence Berry Trust, responses and objections to these Requests for Production (“Requests”), including all production of documents, shall be due within thirty (30) days after the service of these Requests, in accordance with the Texas Rules of Civil Procedure.

Respectfully submitted, LAW OFFICE OF DOUGLAS ALLISON By: /s/ Douglas Allison Douglas Allison State Bar No. 01083500 [email protected] N. Tancahua Street Corpus Christi, Texas 78401 Telephone: (361) 888-6002 ATTORNEY FOR DEFENDANTS CERTIFICATE OF SERVICE I hereby certify that on the 8th day of May 2024, a true and correct copy of the above was served upon the attorneys of record in the above-entitled and numbered cause, via e-service.

/s/ Douglas Allison Douglas A. Allison

The definitions used in these Requests, and general instructions regarding production and the manner in which electronically stored information should be produced, are as follow:

DEFINITIONS 1. “Communication” shall have the broadest meaning allowable under the Texas Rules of Civil Procedure and includes the transmission, sending, and/or receipt of information of any kind, or the attempt to elicit information of any kind, by and or through any means, including but not limited to speech, writing, language, electronic mail, instant messages, text messages, calendars, faxes, and all forms of electronic transmission. Requests for Communications also include a request for all documents concerning such Communications.

2. “Document” or “documents” shall have the broadest possible meaning—including that set forth in Texas Rule of Civil Procedure 192.3(b)—and includes but is not limited to, all originals, non-identical copies and drafts of any written, printed, handwritten, recorded or graphic matter of any kind, however produced or reproduced, and regardless of where located, including, but not limited to, any work paper, correspondence, memorandum, note, research, checklist, opinion, minutes, inter office or intra office communications, email message, text message, report, chart, graph, summary, index, diary, desk or pocket calendar, notebook, any magnetic or other recording tape, computer data (including information or programs stored in a computer, whether or not ever printed out or displayed), photograph, microfiche, microfilm, videotape, motion picture, and electronic, mechanical, or electrical record or representation of any kind, including, but not limited to, tape, cassette, disc, magnetic card or recording, or other electronically stored information (“ESI”). “Document” or “documents” shall also include the file folders in which said documents are maintained and any table of contents or index thereto, and copies of documents of which the originals have been destroyed pursuant to a document destruction policy or otherwise.

3. “Refer” “referring” “relate” “regarding” or “relating or referring to” means concerning, constituting, describing, evidencing, consisting of, referring to, pertaining to, reflecting, or in any way logically or factually connected with the matter discussed, in whole or part, directly or indirectly.

4. “Possession, custody, or control” of an item means that the person or entity either has physical possession of the item or has a right to possession equal to or superior to that of the person who has physical possession of the item.

5. “Person” means any natural person, corporation, firm, association, partnership, joint venture, proprietorship, governmental body, or any other organization, business, or legal entity, and all predecessors or successors in interest, as the context requires.

6. “And” and “or” shall be both conjunctive and disjunctive and shall be construed broadly to make the request inclusive rather than exclusive, that is, to bring within the scope of the request all responses that might otherwise be construed to be outside the scope of the request.

7. “All” shall mean “any” and vice versa.

8. “Lawsuit” or “Action” means the above-styled case.

9. “Petition” refers to Plaintiffs’ First Amended Original Petition and Amended Application for Temporary Restraining Order (“TRO”) and Temporary Injunction.

10. Counter-Petition” refers to Defendants’ First Amended Petition Asserting Counter-Claims against Plaintiffs.

11. “Plaintiffs” refers to Allen Lawrence Berry, on his own behalf (individually), and as Trustee of The Allen Lawrence Berry 2007 Trust (a/k/a Allen Lawrence Berry Trust), and their agents, representatives, affiliates, employees, attorneys, and consultants.

12. “Berry Entities” refers collectively to Berry GP Inc., Berry Operating Company LLC, and Berry Contracting LP (a/k/a Bay Ltd.), including their subsidiaries, affiliates, officers, directors, employees, owners, and shareholders.

13. “Berry GP, Inc.” refers to Berry GP, Inc., including its subsidiaries, affiliates, officers, directors, employees, owners, and shareholders.

14. “Berry Operating Company LLC” refers to Berry Operating Company LLC, including its subsidiaries, affiliates, officers, directors, employees, owners, and shareholders.

15. “Berry Contracting LP” or “Bay Ltd.” refers to Berry Contracting LP doing business as Bay Ltd., including its subsidiaries, affiliates, officers, directors, employees, owners, and shareholders.

16. Board of Directors” refers to the Board of Directors of Berry GP, Inc. 17. “Director” refers to any member of the Board of Directors of Berry GP, Inc. 18. “Rickett” refers to Robert Rickett.

19. “Powers” refers to Robert “Rob” Powers.

20. “Hummell” refers to Michael “Mike” Hummell.

21. “Dennis” refers to Dennis Berry.

22. “Marty” refers to Marty Berry.

23. “Klein” refers to James Klein.

24. “Berry Loans” refers to the loan agreements executed between Berry GP, Inc. and Marty and Dennis Berry, by which Marty and Dennis loaned a total of approximately $75 million to the Berry Entities.

25. “Berry Dock” refers to the dock facilities located in Nueces County, Texas owned by the Berry Entities or one of their subsidiaries.

26. “Negotiable Instruments” refers to checks, money orders, promissory notes, wire transfer documents, and other signed documents that promise payment to a company or person, or such company’s or person’s assignee.

27. “Defendants” refers to Marty Berry, Michael “Mike” Hummell, Berry GP Inc., Berry Operating Company LLC, and Berry Contracting LP.

28. “Western Gulf Equipment” refers to Western Gulf Equipment LLC, its subsidiaries, affiliates, officers, directors, employees, owners, and shareholders.

29. “ICI” refers to Inner Channel Investments, Inc., its agents, representatives, subsidiaries, affiliates, officers, directors, employees, attorneys, consultants, owners, and shareholders.

30. “Orca” refers to Orca Assets GP LLC, its agents, representatives, subsidiaries, affiliates, officers, directors, employees, attorneys, consultants, owners, and shareholders.

31. “Orca ICI Development, JV” and “Orca ICI” refer to the Orca ICI Development, JV partnership (sometimes referred to as Orca ICI Development, a partnership), its agents, representatives, subsidiaries, affiliates, officers, directors, employees, attorneys, consultants, owners, partners, and shareholders.

32. “Ridgefield Entities” refers to Ridgefield Energy Investments LLC, Ridgefield Energy Operating LLC, Ridgefield Eagle Ford LLC, Ridgefield Eagle Ford Minerals LLC, Ridgefield Permian LLC, Ridgefield Permian Minerals LLC, Ridgefield Energy Partners LLC, Ridgefield Energy Inv LLC, and CEC Ridgefield Holdings LLC; and any one or more of their agents, representatives, subsidiaries, affiliates, officers, directors, employees, attorneys, consultants, owners, and shareholders.

33. “Orca Entities” refers to Orca, Orca ICI, Orca Petroleum Ltd., and Orca Properties LLC; and any one or more of its agents, representatives, subsidiaries, affiliates, officers, directors, employees, attorneys, consultants, owners, and shareholders.

34. “Berry-Related Companies” (“BRCs”) refers to The Allen Lawrence Berry 2007 Trust (a/k/a Allen Lawrence Berry Trust), Orca Assets GP LLC (“Orca”), Inner Channel Investments Inc. (“ICI”), Orca ICI Development, JV (“Orca ICI”), Orca Petroleum Ltd., Orca Properties LLC (a/k/a Orca Specialty Equipment LLC, Providence Plantation, and/or Casa de Juego), Orca Petroleum La LLC, West 17th Resources LLC (“West 17th”), Gansevoort Investments LLC (“Gansevoort”), Halcon Mineral Interest LLC (“Halcon”), Zilker Acquisitions LLC (“Zilker”), Three Rivers Pipe and Rental LLC (“3 Rivers”), Southern Comfort Equipment (“SCE”), Axis Midstream Holdings LLC (“Axis”), Lone Star Ports LLC (“Lone Star”), Ridgefield Energy Investments LLC, Ridgefield Energy Operating LLC, Ridgefield Eagle Ford LLC, Ridgefield Eagle Ford Minerals LLC, Ridgefield Permian LLC, Ridgefield Permian Minerals LLC, Ridgefield Energy Partners LLC, CEC Ridgefield Holdings LLC, Ridgefield Energy Inv LLC, Blue Wagon Energy Investments LLC (“Blue Wagon”), Alamo Resources IV JV LLC (“Alamo”), B.B.I. Inc. (“BBI”), Escopeta Oil & Gas Corporation (“Escopeta”), Furie Operating Alaska LLC (“Furie”), Helios Power Capital LLC (“Helios”), Danskammer Energy LLC (“Danskammer”), Berry Y&V Fabricators LLC (“Y&V”), Nueces Canyon Properties LLC (“Nueces”), Source Project Group LLC (“SPG”), Riverway Capital LLC, (“Riverway”), Opal Petroleum LLC (“Opal”), ALB Holdings LLC (“ALB Holdings”), Equalaire Systems Inc. (“Equalaire”), and Midway Junction Properties LLC (“Midway”).

35. “Ridgefield Property Interests” refers to all of the rights, title, and interests in any real property (including but not limited to mineral interests) of any one or more of the Ridgefield Entities, including Ridgefield Eagle Ford LLC’s, Ridgefield Eagle Ford Minerals LLC’s, Ridgefield Permian LLC’s, Ridgefield Permian Minerals LLC’s, and/or Ridgefield Energy Inv LLC’s mineral interests in DeWitt County (Tx), Karnes County (Tx), Reeves County (Tx), Atascosa County (Tx), Gonzales County (Tx), Pecos County (Tx), and Ward County (Tx); and further specifically including but not limited to such mineral interests as reflected in Instrument Nos. 128828, 140687, and 134272 (DeWitt County), Instrument No. 201900005590 (Karnes County), Instrument Nos. 2019019707, 2021000168, and 2020004569 (Reeves County), Instrument Nos. 203870 and 210527 (Atascosa County), Instrument Nos. 20303807 [Vol. 1339, Page 799] and 21306957 [Vol. 1362, page 557] (Gonzales County), Instrument Nos. 2020-170163 and 2021-173700 (Pecos County), and Instrument Nos. 2020-1815 and 2021-148 (Ward County).

All “Instrument Nos.” referenced herein may be found in the Citibank N.A. documents in possession of some or all of the Ridgefield Entities’ documents granting Deeds of Trust to Citibank N.A. on referenced property/mineral interests.

INSTRUCTIONS 1. Each Request herein extends to all documents and communications in Your possession, custody, or control, or in the possession, custody, or control of anyone acting on Your behalf.

2. If You object to any Request, please state with specificity all grounds for the objection so that the parties may meet and confer.

3. These Requests are continuing in nature and require further and supplemental production as and whenever You acquire, make, or discover additional information responsive to these Requests between the time of initial response and the time of trial of this action.

4. The use of the singular form of any word includes the plural and vice versa.

5. The words “he” or “she” or any other masculine or feminine pronouns, or “it” or any other neutral pronouns, includes any person regardless of gender.

6. Each request for production contemplates production of the document in its entirety, without abbreviation or deletions.

7. All drafts of responsive documents must be produced, as well as all non-identical copies. Duplicate versions of requested documents and communications are to be provided to the extent they have notes, annotations, markings, edits, additions, or deletions that render the document or communication different from the original, or to the extent that any metadata is different than in the original. Identical copies of documents need not be produced. The term “document” or “documents” shall include all drafts, redlines, track changes, handwritten interlineations, or other variations as well as the final versions.

8. Produce requested documents in their native form with all metadata intact.

Further, produce requested documents as they have been kept in the usual course of business, or organize and label them to correspond to the enumerated Requests. If no document or communication exists that is responsive to a particular Request, state that in writing.

9. References in these Requests to any natural person shall be deemed to include that natural person’s representatives, staff, agents, administrative assistants, attorneys, and employees.

10. References in these Requests to any non-natural person shall be deemed to include that entity’s respective members, directors, committees, representatives, staff, agents, administrative assistants, attorneys, and employees.

11. Whether or not a document is responsive to these requests should be determined by an attorney. As to information that exists in electronic form, the electronic data must be produced pursuant to Rule 196.4.

12. If any document called for by these Requests is withheld in whole or in part because you claim that it is privileged, constitutes attorney work product, or is otherwise exempt from discovery, set forth the grounds for withholding such document, its present location custodian, and additional information sufficient to identify the document and your reasons for withholding, including, but not limited to: the type of document, its date, author(s), recipient(s), general subject matter, the type of privilege asserted or reason for withholding, and the basis for asserting privilege.

13. Whenever a document is not produced in full or is produced in redacted form, so indicate on the document and state with particularity the reason or reasons it is not being produced in full and describe to the best of Your knowledge, information, and belief, and with as much particularity as possible, those portions of the document which are not being produced.

14. Each Request requires a separate response that is as complete as possible. If you object to any part of a Request, identify the portion to which you object and produce all information, documents, and things responsive to the remainder of the Request.

15. If you object to any Request as vague or unclear, assume a reasonable meaning, state what the assumed meaning is, and respond to the Request according to the assumed meaning.

16. Plaintiff is willing to meet and confer regarding the scope of these Requests, including, but not limited to, the number and identify of relevant custodians, the use of search terms, the applicable time period, and any other reasonable limitation that would otherwise reduce the burden to You in responding to the Requests.

ELECTRONIC DOCUMENT PRODUCTION Pursuant to Tex. R. Civ. P. 196.4, Plaintiff requests that any electronic or magnetic data (which is included in the definition of “document” and “documents”) that is responsive to a request herein be produced in native format in the form and manner in which they are kept in the ordinary course of Your business unless such document must be redacted to remove privileged content.

Information which requires redaction or documents that are not available in electronic form (i.e. hard copy paper documents) shall be produced as searchable single page .TIF or multipage .PDF images logical unitization preserved. Redactions should not be accomplished in a manner that serves to downgrade the ability to electronically search the unredacted portions of the document.

All documents produced in native format shall be identified by naming the item to correspond to a Bates number, which should reflect pagination of the item when printed to paper or converted to an image format for use in proceedings or when attached to exhibits in pleadings.

For example, a Microsoft Word document produced by you in its native format might be named: TX00000000123.docx. Were the document to be printed out, page six of the printed item would be embossed with a unique identifier for that page, i.e. TX00000000123-0006. If it is not possible to emboss a page specific Bates number on the printed version of a document produced natively, then that document shall be provided in .TIF or .PDF format. If documents, such as electronic mail, are produced, the relationship between related documents (e.g., email attachments) should be preserved. In addition, all documents whose native format is that of an electronic spreadsheet, e.g., a Microsoft Excel file, shall also be produced in their native format, including the formulae imbedded in the spreadsheet and any metadata contained in the file, and should be linked via a “NATIVELINK” field in the DAT file. Plaintiff reserves the right to demand production in native format, including all metadata, of any other responsive documents for which the practical utility of TIFF-rendered production is limited, and You shall preserve all documents and metadata to which a duty of preservation attaches in their native format.

Documents produced in .TIF or .PDF format shall be identified by embossing a Bates number on each page in a manner that does not obscure content.

Parent/child relationships should be maintained (i.e., documents should be produced consecutively with their attachments). Folders and file names should be provided. The production should include a Concordance load file in .DAT format that includes: standard Concordance delimiters that divide the meta-data fields; a first line of the file containing the field names; and the following metadata fields: • BEGBATES • ENDBATES • BEGATTACH • ENDATTACH • CUSTODIAN • DATESENT • TIMESENT • DATERCVD • TIMERCVD • DATECREATED • TIMECREATED • DATELASTMOD • TIMELASTMOD • EMAIL_SUBJECT • FROM • TO • CC • BCC • TITLE • SUBJECT • AUTHOR • FILEPATH • FILENAME • FILEEXT • MD5HASH • FILESIZE • NATIVEFILE (Folder path for files • OCRPATH (Folder path for multi-page provided natively) text files)

Documents should be vertically de-duplicated by custodian, while ensuring that different versions of a document are not suppressed. All drafts of responsive documents must be produced, as well as non-identical copies.

If any aspect of the production format described above is not agreeable, please contact us to set up a meet-and-confer at your earliest convenience so we can work out a mutually agreeable solution.

DEFENDANTS’ FIRST SET OF REQUESTS FOR PRODUCTION REQUEST NO. 1: Produce articles of incorporation for each of the Berry-Related Companies, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 2: Produce all organizational charts (current and past) for each of the Berry-Related Companies, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 3: Produce all by-laws for each of the Berry-Related Companies, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 4: Produce all operating agreements (sometimes referred to as company agreements) for each of the Berry-Related Companies, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 5: Produce all partnership agreements for each of the Berry-Related Companies, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 6: Produce all business organization governing documents (including but not limited to by-laws, company agreements, operating agreements, and partnership agreements) relating to each of the Berry-Related Companies.

RESPONSE:

REQUEST NO. 7: Produce all trust agreements for each of the Berry-Related Companies, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 8: Produce all of the following items for Orca: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Orca Assets GP LLC Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Orca.

RESPONSE:

REQUEST NO. 9: Produce all of the following items for Orca / ICI: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Orca / ICI Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Orca / ICI.

RESPONSE:

REQUEST NO. 10: Produce all of the following items for Gansevoort: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Orca Assets GP LLC Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Orca.

RESPONSE:

REQUEST NO. 11 Produce all of the following items for Axis: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Axis Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Axis.

RESPONSE:

REQUEST NO. 12 Produce all of the following items for the Ridgefield Entities: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Ridgefield Entities’ Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of the Ridgefield Entities.

RESPONSE:

REQUEST NO. 13 Produce all of the following items for West 17th: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) West 17th's Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of West 17th.

RESPONSE:

REQUEST NO. 14 Produce all of the following items for Lone Star Ports: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Lone Star Ports’ Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Lone Star Ports.

RESPONSE:

REQUEST NO. 15 Produce all of the following items for Riverway: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Riverway’s Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Riverway.

RESPONSE:

REQUEST NO. 16 Produce all of the following items for Escopeta/Furie: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Furie’s Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Furie.

RESPONSE:

REQUEST NO. 17 Produce all of the following items for ALB Holdings: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) ALB Holdings’ Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of ALB Holdings.

RESPONSE:

REQUEST NO. 18 Produce all of the following items for Y & V: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) Y & V’s Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of Y & V. RESPONSE:

REQUEST NO. 19 Produce all of the following items for BBI: a) Articles of Organization; b) Certificate of Organization; c) Operating Agreement; d) BBI’s Organizational Meeting; e) Articles of Organization; f) Membership Interest Certificate; g) Membership Interest Certificate stubs; h) Membership Interest transfer ledger; and i) Meeting Minutes for each and every meeting of BBI.

RESPONSE:

ALB Trust REQUEST NO. 20: Produce all trust agreements for the Allen Lawrence Berry 2007 Trust, including all supplements and amendments thereto.

RESPONSE:

REQUEST NO. 21: Produce all Allen Lawrence Berry 2007 Trust books and records.

RESPONSE:

REQUEST NO. 22: Produce all documents conveying/transferring anything of value to the Allen Lawrence Berry 2007 Trust. Please limit your response to such conveyances/transfers of things with a value greater than $50,000.00.

RESPONSE:

REQUEST NO. 23 Produce all documents conveying/transferring any mineral interests to/from the Allen Lawrence Berry 2007 Trust.

RESPONSE:

REQUEST NO. 24 Produce all documents conveying/transferring any real property interests to/from the Allen Lawrence Berry 29007 Trust.

RESPONSE:

REQUEST NO. 25 Produce all documents evidencing any distribution(s) to Allen Lawrence Berry from the Allen Lawrence Berry 2007 Trust.

RESPONSE:

REQUEST NO. 26 Produce copies of all Negotiable Instruments for payment of funds to Allen Lawrence Berry for any services rendered to the Allen Lawrence Berry 2007 Trust.

RESPONSE:

REQUEST NO. 27: Produce all documents transferring funds (checks, wire transfer documents, negotiable instruments, and other such documents) to/from Allen Lawrence Berry 2007 Trust: a) from/to Orca; b) from/to Orca ICI; c) from/to any one or more of the Ridgefield Entities; d) from/to any one or more of the Orca Entities; e) from/to Escopeta; f) from/to Furie; and g) from/to any of the Berry-Related Companies.

Please limit your response to the time period January 1, 2011 to present.

RESPONSE:

Records of Meetings REQUEST NO. 28: Produce all records of meetings of the principals, members, directors, or shareholders for each of the Berry-Related Companies. Please limit your response to the time period January 1, 2019 to present – except for with any one or more of the Berry-Related Companies that did not exist or have such meetings during the identified period of time then produce all records for the most recent two (2) years of meetings of principals, members, directors, or shareholders for each of the Berry- Related Companies.

RESPONSE:

Emails re: Formation REQUEST NO. 29: Produce all communications relating to the formation of each of the Berry-Related Companies.

For each of the Berry-Related Companies, please limit your response to the time period beginning six (6) months before date of formation and ending six (6) months after the date of formation.

RESPONSE:

Finances REQUEST NO. 30: Produce all documents relating to the finances for each of the Berry-Related Companies, including but not limited to monthly profit and loss statements, balance sheets, bank statements, and those ledgers and other documents showing capital contributions for each of the Berry-Related Companies. Please limit your responses to the time period beginning one (1) month prior to date of formation of each legal entity and ending twelve (12) months after the date of formation of such legal entity.

RESPONSE:

REQUEST NO. 31: For all Berry-Related Companies still in existence, produce all documents relating to the finances for each of the Berry-Related Companies, including but not limited to monthly profit and loss statements, annual balance sheets, all monthly bank statements, and those ledgers and other documents showing capital contributions. Please limit your responses to the time period beginning January 1, 2019 to present.

RESPONSE:

REQUEST NO. 32: For all Berry-Related Companies no longer in existence, produce all documents relating to finances for each of the Berry-Related Companies, including but not limited to monthly profit and loss statements, annual balance sheets, all monthly bank statements, and those ledgers and other documents showing capital contributions. Please limit your responses to the time period beginning four (4) years prior to the date each of the Berry-Related Entities ceased to exist and ending six (6) months after the date such entity ceased to exist.

RESPONSE:

REQUEST NO. 33: For all Berry-Related Companies that may be considered dormant or inactive, produce all documents relating to the finances for such Berry-Related Companies, including but not limited to monthly profit and loss statements, annual balance sheets, all monthly bank statements, and those ledgers and other documents showing capital contributions. Please limit your response to the time period beginning four (4) years before prior to the date such legal entity became dormant or inactive and ending six (6) months after the legal entity became dormant or inactive.

RESPONSE:

REQUEST NO. 34: Produce all documents relating to transfer of funds (checks, wire transfer documents, negotiable instruments, and other such documents) of more than $250,000.00 to/from any Berry-Related Company. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 35: For each bank and/or financial account opened in the name of any one or more of the Berry-Related Companies, produce the bank’s/financial institution’s first statement of account; and produce the bank’s/financial institution’s last statement of account. To be clear, the purpose of this request is to allow – to the extent possible – tracing of monies moved from one bank/financial institution account to another. Please limit your response to the time period beginning January 1, 2014, to present.

RESPONSE:

REQUEST NO. 36: Produce the following items for Orca: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Orca’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 37: Produce the following items for Orca / ICI: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Orca / ICI’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 38: Produce the following items for Gansevoort: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Gansevoort’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 39: Produce the following items for Axis: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Axis’ assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 40: Produce the following items for each of the Ridgefield Entities: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Ridgefield Entities’ (one or more of them) assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 41: Produce the following items for West 17th: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of West 17th’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 42: Produce the following items for each of the Lone Star: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Lone Star’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 43: Produce the following items for each of the Riverway: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Riverway’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 44: Produce the following items for each of the Escopeta/Furie: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Escopeta/Furie’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 45: Produce the following items for ALB Holdings : a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of ALB Holding’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 46: Produce the following items for Y & V: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of Y & V’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 47: Produce the following items for BBI: a) Current Balance Sheet; b) More recent consolidated financial statement inclusive of BBI’s assets; c) Most recent annual Profit and Loss statement; and d) Most recent financial statement signed by any person with authority.

RESPONSE:

REQUEST NO. 48: Produce all bank statements, cancelled checks, and wire transfer documents for Orca. Please limit your response to the time period January 1, 2010 to present.

RESPONSE:

REQUEST NO. 49: Produce all bank statements, cancelled checks, and wire transfer documents for Orca ICI. Please limit your response to the time period January 1, 2010 to present.

RESPONSE:

REQUEST NO. 50: Produce all bank statements, cancelled checks, and wire transfer documents for Gansevoort.

Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 51: Produce all bank statements, cancelled checks, and wire transfer documents for Axis. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 52: Produce all bank statements, cancelled checks, and wire transfer documents for each of the Ridgefield Entities. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 53: Produce all bank statements, cancelled checks, and wire transfer documents for West 17th. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 54: Produce all bank statements, cancelled checks, and wire transfer documents for Lone Star. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 55: Produce all bank statements, cancelled checks, and wire transfer documents for Riverway. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 56: Produce all bank statements, cancelled checks, and wire transfer documents for Escopeta/Furie.

Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 57: Produce all bank statements, cancelled checks, and wire transfer documents for ALB Holdings.

Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 58: Produce all bank statements, cancelled checks, and wire transfer documents for Y & V. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 59: Produce all bank statements, cancelled checks, and wire transfer documents for BBI. Please limit your response to the time period January 1, 2019 to present.

RESPONSE:

REQUEST NO. 60: Produce all of Allen Lawrence Berry’s financial statements (signed by Allen Lawrence Berry).

Please limit your response to such items that refer to any one or more of the Berry-Related Companies. Please limit your response to the time period January 1, 2017 to present.

RESPONSE:

REQUEST NO. 61: Produce all agreements between Orca and ICI, including loan agreements, merger agreements, promissory notes, purchase agreements, purchase sale agreements, partnership agreements, and any amendments thereto.

RESPONSE:

REQUEST NO. 62: Produce all agreements between Orca, ICI, Orca ICI, and/or Orca ICI Development JV (any two (2) or more of them), including any amendments, supplements, and/or exhibits/attachments/schedules to such agreements.

RESPONSE:

REQUEST NO. 63: Produce all agreements between any one or more of the Orca Entities and any one or more of the Ridgefield Entities, including any amendments, supplements, and/or exhibits/ attachments/schedules to such agreements.

RESPONSE:

REQUEST NO. 64: Produce all documents identifying all mineral interests acquired with the near-$32,000,000.00 provided to ICI by Berry GP (including such mineral interests that may have been acquired in the name of ICI, or Orca ICI. To be clear, the purpose of this request is to allow – to the extent possible – tracing of money received to purchase of specific mineral interest held by one or more of the Berry-Related Companies. Please limit your response to the time period January 1, 2014, to present.

RESPONSE:

REQUEST NO. 65: Produce all documents referring to any transfer, trade, merger, sale, lease, gift, or other transaction changing ownership or control of mineral interests purchased, directly or indirectly, with any portion of the near-$32,000,000.00 provided by Berry GP and/or Orca Assets (or a related entity) to ICI and/or ICI Orca. To be clear, the purpose of this request is to allow – to the extent possible – tracing of mineral interests transferred or received by one or more of the Berry-Related Companies. Please limit your response to the time period beginning January 1, 2014, to present.

RESPONSE:

REQUEST NO. 66: For each Berry-Related Company, produce all checks, wire transfer documents, and other negotiable instruments transferring money to Allen Lawrence Berry. Please limit your response to money transfers equal to or greater than $50,000.00.

RESPONSE:

REQUEST NO. 67: For each Berry-Related Company, produce all checks, wire transfer documents, and other negotiable instruments transferring money to Allen Lawrence Berry 2007 Trust. Please limit your response to money transfers equal to or greater than $50,000.00.

RESPONSE:

REQUEST NO. 68: For each Berry-Related Company, produce all documents relating to a transfer, gift, conveyance, sale, trade, or lease of any asset to Allen Lawrence Berry. Please limit your response to such transactions with a value equal to or greater than $50,000.00.

RESPONSE:

REQUEST NO. 69: For each Berry-Related Company, produce all documents relating to a transfer, gift, conveyance, sale, trade, or lease of any asset to Allen Lawrence Berry 2007 Trust. Please limit your response to such transactions with a value equal to or greater than $50,000.00.

RESPONSE:

Mineral Interests REQUEST NO. 70: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from any one or more of the Berry-Related Companies. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 71: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from Orca. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 72: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from Orca / ICI. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 73: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from any one or more of the Ridgefield Entities. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 74: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from BBI (including but not limited to conveyance, selling, contributing, trading, exchanging, leasing, or transferring (by merger or otherwise) a 10% mineral interest from BBI to Berry GP). Please limit your response to the time period beginning January 1, 2011, to present.

RESPONSE:

REQUEST NO. 75: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from Escopeta. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 76: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from Furie. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 77: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from the Allen Lawrence Berry 2007 Trust. Please limit your response to the time period beginning January 1, 2011 to present.

RESPONSE:

REQUEST NO. 78: Produce all Berry-Related Entities’ documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest to/from B.B.I. Inc., including but not limited to the ‘Kitchen Prospects: Lease Numbers #389185, #389186, #389189, #38189, #389190, #389191, #389192, #389193, #389194, #389202, #389203, #389212, and #389213.

RESPONSE:

REQUEST NO. 79 Produce all Berry-Related Entities’ documents conveying, selling, contributing, trading, exchanging, or in any manner transferring (by merger or otherwise) any mineral interest to/from Escopeta; including but not limited to such documents relating to the Kitchen Prospects: Lease Numbers #389185, #389186, #389189, #38189, #389190, #389191, #389192, #389193, #389194, #389202, #389203, #389212, and #389213.

RESPONSE:

REQUEST NO. 80: Produce all documents conveying, selling, contributing, trading, exchanging, leasing, or in any manner transferring (by merger or otherwise) any mineral interest any of the Ridgefield Property Interests. Please limit your response to the time period beginning January 1, 2011 to present.

Communications REQUEST NO. 81: Produce all communications between and among Lawrence Berry, Marty Berry, Dennis Berry, Rob Powers, Mike Hummell, and/or Jim Klein relating to any of the Berry-Related Companies. Please limit your response to the time period beginning January 1, 2019 to present.

RESPONSE:

REQUEST NO. 82: Produce all communications between and among Lawrence Berry, Marty Berry, Dennis Berry, Rob Powers, Mike Hummell, and/or Jim Klein relating to any of the Berry-Related Companies. Please limit your response to the time period beginning six (6) months prior to the date of formation of each of the Berry-Related Companies, and ending six (6) months after the date of formation of each of the Berry-Related Companies.

RESPONSE:

Lawsuits REQUEST NO. 83: Produce original petitions for all lawsuits filed by Allen Lawrence Berry. Please limit your response to this request to the time period January 1, 2019, to present.

RESPONSE:

REQUEST NO. 84: Produce original petitions for all lawsuits filed by Allen Lawrence Berry 2007 Trust. Please limit your response to this request to the time period beginning January 1, 2019, to present.

RESPONSE:

REQUEST NO. 85: Produce original petitions for all lawsuits filed against Allen Lawrence Berry. Please limit your response to this request to the time period beginning January 1, 2019, to present.

RESPONSE:

REQUEST NO. 86: Produce original petitions for all lawsuits filed against Allen Lawrence Berry 2007 Trust. Please limit your response to this request to the time period January 1, 2019, to present.

RESPONSE:

REQUEST NO. 87: Produce original petitions for all lawsuits filed by or against any one or more of the Berry-Related Companies, or any company in which either Allen Lawrence Berry or the Allen Lawrence Berry 2007 Trust have (or then had) a controlling interest). Please limit your response to this request to the time period beginning January 1, 2014, to present.

RESPONSE:

REQUEST NO. 88: Produce the most recent tax return for each of the Berry-Related Companies, whether such company still exists or not.

RESPONSE:

REQUEST NO. 89: Produce all emails relating to any proposed purchase or sale of any one or more, or portion thereof, of the Berry Entities (including but not limited to your interest, Marty Berry’s interest, and/or Dennis Berry’s interest in any one or more of the Berry Entities (or related entities)). Please limit your response to the time period beginning January 1, 2020 to present.

RESPONSE:

REQUEST NO. 90: Produce all emails relating to any proposed purchase or sale of LDMA Limited Partnership, or any portion thereof. Please limit your response to the time period beginning January 1, 2020 to present.

RESPONSE:

REQUEST NO. 91: Produce all emails relating to any proposed purchase or sale of Becon Inc., or any portion thereof.

Please limit your response to the time period beginning January 1, 2020 to present.

RESPONSE:

REQUEST NO. 92: Produce all emails relating to any proposed purchase or sale of any one or more of the Berry- Related Entities, or any portion thereof. Please limit your response to the time period beginning January 1, 2020 to present.

RESPONSE:

REQUEST NO. 93: Produce all Berry-Related Companies’ invoices that relied, in whole or in part, upon information (man-hours worked, price of rented equipment, or other) contained in an invoice prepared by any one or more of the Berry Entities.

RESPONSE:

REQUEST NO. 94: OMITTED.

REQUEST NO. 95: Produce all payroll records for Y & V for the following time period: January 1, 2020 to present.

RESPONSE:

REQUEST NO. 96: Produce all documents and communications relating to BBI Inc.’s (sometimes B.B.I. Inc.) or a related company’s sale of 10% of all of BBI Inc.’s and/or Allen Lawrence Berry’s right, title and interest in approximately 98,000 net mineral acres in the Cook Inlet, Alaska (sometimes referred to as the ‘Kitchen Prospects: Lease Numbers #389185, #389186, #389189, #38189, #389190, #389191, #389192, #389193, #389194, #389202, #389203, #389212, and #389213). Your response to this request must include, at a minimum, all Negotiable Instruments relating to same, all lease/title transfer/conveyance/assignment and other documents relating to same, and email exchanges relating to same.

RESPONSE:

REQUEST NO. 97: Produce all Negotiable Instruments relating to full or partial payment of any U.S. government Jones Act fine incurred by Furie Operating Alaska LLC and/or Escopeta Oil & Gas Corporation, or any of their related companies. Please limit your response to the time period beginning January 1, 2017 to present.

RESPONSE:

REQUEST NO. 98: Produce Escopeta Oil & Gas Corporation’s (or its related company’s/companies’) application for a Jones Act waiver to use a foreign ship to move equipment to Alaska’s Cook Inlet (with all attachments). Please limit your response to the time period beginning January 1, 2010 to present.

RESPONSE:

REQUEST NO. 99: Produce all Department of Homeland Security (DHS) denials of any waiver(s) sought by Escopeta Oil & Gas Corporation’s (or its related company’s/companies’) application for a Jones Act waiver to use a foreign ship to move equipment to Alaska’s Cook Inlet. Please limit your response to the time period beginning January 1, 2010 to present.

RESPONSE:

REQUEST NO. 100: For any one or more of the Berry-Related Companies, produce a copy of all documents (check, wire transfer, or other) evidencing full or partial payment to any company for use of the Chinese heavy-lift ship Kang Sheng Kou. Please limit your response to the time period beginning January 1, 2010 to present.

RESPONSE:

REQUEST NO. 101: For any one or more of the Berry-Related Companies, produce a copy of all documents (check, wire transfer, or other) evidencing full or partial payment to any company to use the drill rig Spartan 151 (a jack-up rig owned by Spartan Offshore Drilling) in or near Alaska’s Cook inlet.

Please limit your response to the time period beginning January 1, 2010 to present.

RESPONSE:

REQUEST NO. 102: For any one or more of the Berry-Related Companies, produce a copy of all documents (check, wire transfer, or other) evidencing full or partial payment to any company to use the jack-up rig Randolph Yost in or near Alaska’s Cook inlet. Please limit your response to the time period beginning January 1, 2010 to present.

RESPONSE:

REQUEST NO. 103: Produce all bank statements for account held in the name of Escopeta (Sterling Bank Houston, Texas ABA #113005549). Please limit your response to the time period beginning January 1, 2001 to present.

RESPONSE:

REQUEST NO. 104: Produce the “Lease Assignment and Participation Agreement (the “LAPA”) concerning the Cook Inlet Basin” – executed on or about October 22, 2010 – referred to in “Plaintiffs’ [Allen Lawrence Berry, the Allen Lawrence Berry 2007 Trust, Danny S. Davis, and Taylor Minerals LLC] Verified First Amended Original Petition and Application for Temporary Injunction” in Cause No. 2023- 29225 (Harris County, Texas).

RESPONSE:

REQUEST NO. 105: Produce the “June 18, 2020 Assignment” referred to in “Plaintiffs’ [Allen Lawrence Berry, the Allen Lawrence Berry 2007 Trust, Danny S. Davis, and Taylor Minerals LLC] Verified First Amended Original Petition and Application for Temporary Injunction” in Cause No. 2023-29225 (Harris County, Texas).

RESPONSE:

REQUEST NO. 106: Produce all documents purporting to sell, convey, assign, pledge, gift, or otherwise transfer any right, title, and/or interest in “the Kitchen Prospects” (as this terms is used by Allen Lawrence Berry), Cook Inlet, Alaska; specifically lease numbers #389185, #389186, #389189, #38189, #389190, #389191, #389192, #389193, #389194, #389202, #389203, #389212, and #389213.

RESPONSE:

REQUEST NO. 107: Produce all negotiable instruments (checks, wire transfer documents, and other) transferring funds from any of the Berry-Related Entities to Allen Lawrence Berry or the Allen Lawrence Berry 2007 Trust. Please limit your response to the time period beginning January 1, 2011 to present. Please further limit your response to such transfer of funds in excess of $100,000.00.

RESPONSE:

REQUEST NO. 108: Produce all Frost Bank statements for Orca Assets GP LLC account number 560066192. Please limit your response to the time period January 1, 2014 to present.

RESPONSE:

REQUEST NO. 109: Produce all books and records of Orca / ICI (the partnership). Orca, as Managing Partner, is the responsible party for maintenance of the books and records. Please limit your response to the time period January 1, 2014 to present.

RESPONSE:

REQUEST NO. 110: Produce all bank records, including monthly bank statements, of Orca / ICI (the partnership). Orca, as Managing Partner, is the responsible party for maintenance of the partnership’s bank statements.

Please limit your response to the time period January 1, 2014 to present.

RESPONSE:

REQUEST NO. 111: Produce all K-1s issued by Orca / ICI. Orca, as Managing Partner, is the responsible party for maintenance of such K-1s. Please limit your response to the time period January 1, 2014 to present.

RESPONSE:

REQUEST NO. 112: Produce all tax returns issued by Orca / ICI. Orca, as Managing Partner, is the responsible party for maintenance of such tax returns.

RESPONSE: REQUEST NO. 113: Produce all books and records of Y & V. Please limit your response to the time period January 1, 2017, to present.

RESPONSE:

REQUEST NO. 114: Produce all bank records, including monthly bank statements, of Y & V. Please limit your response to the time period beginning January 1, 2017, to present.

RESPONSE:

REQUEST NO. 115: Produce all K-1s issued by Y & V. Please limit your response to the time period beginning January 1, 2017, to present.

RESPONSE:

REQUEST NO. 116: Produce all tax returns issued by Y & V. Please limit your response to the time period beginning January 1, 2017, to present.

RESPONSE:

REQUEST NO. 117: Produce all checks, wire transfer documents, and other negotiable instruments relating to distributions to members (owners) of Y & V. Please limit your response to the time period beginning January 1, 2017, to present.

RESPONSE:

REQUEST NO. 118: Produce the Matador Purchase Agreement (dated on or about May 16, 2011) referred to in the Amended and Restated Partnership Agreement of Orca / ICI Development (effective on or about May 20, 2011).

RESPONSE:

REQUEST NO. 119: For Allen Lawrence Berry, please produce all Form 1099, Form 1120, Form 1120-S, and Schedule K-1 documents. Please limit your response to the time period beginning January 1, 2014 to present.

RESPONSE:

REQUEST NO. 120: For Allen Lawrence Berry 2007 Trust, please produce all Form 1099, Form 1120, Form 1120-S, and Schedule K-1 documents. Please limit your response to the time period beginning January 1, 2014 to present.

RESPONSE:

REQUEST NO. 121: Produce all documents showing production of oil and gas (and other minerals, if any) from Ridgefield Property Interests.

RESPONSE:

REQUEST NO. 122: For all Berry-Related Companies, produce all production reports for all Ridgefield Property Interests.

RESPONSE:

REQUEST NO. 123: Produce all loan documents for any Berry-Related Company wherein mineral interests, or mineral production, was pledged as collateral, security, or somehow encumbered to secure the loan for one or more of the Berry-Related Companies. Please limit your response to the time period beginning January 1, 2014, to present.

RESPONSE:

REQUEST NO. 124: Produce all loan documents for Allen Lawrence Berry wherein mineral interests, or mineral production, was pledged as collateral, security, or somehow encumbered to secure the loan for Allen Lawrence Berry. Please limit your response to the time period beginning January 1, 2014, to present.

RESPONSE:

REQUEST NO. 125: Produce all loan documents for the Allen Lawrence Berry 2007n Trust wherein mineral interests, or mineral production, was pledged as collateral, security, or somehow encumbered to secure the loan for the Allen Lawrence Berry 2007 Trust. Please limit your response to the time period beginning January 1, 2014, to present.

RESPONSE:

APPENDIX 10 TRANSFER OF INTEREST

For adequate consideration, I, Allen Lawrence Berry, the Manager of Gansevoort Investments LLC do hereby transfer 100% interest in Axis Midstream Holdings LLC to Berry GP, Inc. effective this 30th day of November 2017.

A1 Allen Lawrence Be

Confidential ALB_007563 APPENDIX 11 APPENDIX 12 APPENDIX 13 APPENDIX 14 APPENDIX 15 Berry GP and Subsidiaries Instructions for Filing Form 05-158 Texas Franchise Tax Report for the year ended October 31, 2021 Your return will be filed electronically. You do not need to file any forms with the state of Texas.

The Texas Public Information Report has been included in the e-file submission and should not be filed separately.

The return shows a $99,843.15 overpayment. We have applied it as follows: Amount to be refunded $99,843.15 Total Overpayment $99,843.15

DO NOT separately file Form 05-158 with the state of Texas. Doing so will delay the processing of your return.

The state of Texas will notify us when your return has been accepted. Your return is not considered filed until the state confirms its acceptance.

1D52B5 2.000 TX2022 05-164 Texas Franchise Tax Extension Request Ver. 13.0 (Rev.9-16/9)

S S Taxpayer number Tcode 13258 Annual S Report year Due date

If this extension is for a combined group, you must also complete and submit Form 05-165.

Note to mandatory Electronic Fund Transfer(EFT) payers: When requesting a second extension do not submit an Affiliate List Form 05-165.

1. Extension payment (Dollars and cents) 1. S 0.00

Print or type name Area code and phone number Diane DeCou (361) 693-2100 I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief. Mail original to: Texas Comptroller of Public Accounts Date sign here M P.O. Box 149348 Austin, TX 78714-9348

Instructions for each report year are online at www.comptroller.texas.gov/taxes/franchise/forms. If you have any questions, call 1-800-252-1381.

Taxpayers who paid $10,000 or more during the preceding fiscal year (Sept. 1 thru Aug. 31) are required to electronically pay their franchise tax.

For more information visit www.comptroller.texas.gov/taxes/franchise/filing-requirements.php.

Texas Comptroller Official Use Only VE/DE PM Date

7002 1D52B4 2.000 TX2022 05-165 Texas Franchise Tax Extension Affiliate List Ver. 13.0 (Rev.9-11/3)

S Tcode 13298 S Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

BLACKEN BOX IF LEGAL NAME OF AFFILIATE AFFILIATE'S TEXAS TAXPAYER NUMBER AFFILIATE DOES NOT (If none, enter FEI number) HAVE NEXUS IN TEXAS 1.

Basic Equipment Company S 17425479353 S 2. Bay, Inc. 17421131602 S 860845428 S 3. Becon Holdings, Inc. S 32002065954 SX 4. Inner Channel Investments, Inc S S 5. Redfish Bay Terminal, Inc. S 17420430161 S 6.

Walzel Technical Services, Inc. S 17429356623 S 7. TPCC, Inc. (FKA Berry Dock West, Inc.) S 32004628650 S 8. Lone Star Equipment S 17414012595 S 9. BayMar Fuels USA, LLC -Used for Combined TFTR S 32066014492 S 10. Becon, Inc. - Used for Combined TFTR S 17429799715 S 11.

Berry Contracting, LP S 17429829017 S 12. Berry Holdings, LP S 17428043214 S 13. Berry Operating Company, LLC S 17429809548 S 14. Clark Pipeline Services, JV S 14613732115 S 15. Friendswood Exchange LLC S 32064994307 S 16.

LDMA Limited Partnership S 32036155268 S 17. Axis Midstream Holdings, LLC S 32064822730 S 18.

S S 19.

S S 20.

SS S 21. S Note: To file an extension request for a reporting entity and its affiliates, Form 05-164 (Texas Franchise Tax Extension Request) must be submitted with this affiliate list. The filing of this list by itself does not constitute a properly filed Extension Request.

Do not file this form when requesting a second extension.

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7002 1D52B7 2.000 TX2022 05-158-A Ver. 13.0 (Rev.9-16/9) Texas Franchise Tax Report - Page 1

S S Taxpayer number Tcode 13250 Annual S Report year Due date

17425479353 2022 08/15/2022 Taxpayer name Secretary of State file number Berry GP and Subsidiaries or Comptroller file number Mailing address 1414 Valero Way 0112168700 City Corpus Christi State TX Country ZIP code plus 4 78409 Blacken box if the address has changed S Blacken box if this is a combined report Blacken box if Total Revenue is adjusted for SX Tiered Partnership Election, see instructions S Is this entity a corporation, limited liability company, professional association, limited partnership or financial institution? Yes No ** If not twelve months, see instructions for annualized revenue m m d d y y m m d d y y SIC code NAICS code Accounting year Accounting year begin date** S 110120 REVENUE (Whole dollars only) end date S 103121 S 1629 S 237990 1. Gross receipts or sales 1.

S 414489944 .0 0 2. Dividends 2.

S 1345292 . 0 0 3. Interest 3.

S 207049 . 0 0 4. Rents (can be negative amount) 4.

S 11511935 .0 0 5. Royalties 5.

S 3104 .0 0 6. Gains/losses (can be negative amount) 6.

S 6550663 .0 0 7. Other income (can be negative amount) 7.

S -15266864 .0 0 8. Total gross revenue (Add items 1 thru 7) 8.

S 418841123 .0 0 9. Exclusions from gross revenue (see instructions) 9.

S 8296479 . 0 0 10. TOTAL REVENUE (item 8 minus item 9 if less than zero, enter 0) 10.

S 410544644 .0 0 COST OF GOODS SOLD (Whole dollars only) 11. Cost of goods sold 11.

S 398181914 .0 0 12. Indirect or administrative overhead costs (Limited to 4%) 12.

S 1539672 .0 0 13. Other (see instructions) 13.

S 0 .0 0 14. TOTAL COST OF GOODS SOLD (Add items 11 thru 13)14.

COMPENSATION (Whole dollars only) S 399721586 .0 0

15. Wages and cash compensation S 15. 179833858 .0 0 16. Employee benefits S 16. 17972717 .0 0 17. Other (see instructions) S 17. 0 .0 0 18. TOTAL COMPENSATION (Add items 15 thru 17) S 18.

Texas Comptroller Official Use Only 197806575 .0 0

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Page 1 of 2 7002 1D5240 2.000 TX2022 05-158-B Texas Franchise Tax Report - Page 2 Ver. 13.0 (Rev.9-16/9)

S Taxpayer number S Tcode 13251 Annual S Report year Due date Taxpayer name

17425479353 2022 08/15/2022 Berry GP and Subsidiaries MARGIN (Whole dollars only) 19. 70% revenue (item 10 x .70) 19. S 287381251 .00 20. Revenue less COGS (item 10 - item 14) 20. S 10823058 .00 21. Revenue less compensation (item 10 - item 18) 21. S 212738069 .00 22. Revenue less $1 million (item 10 - $1,000,000) 22. S 409544644 .00 23. MARGIN (see instructions) APPORTIONMENT FACTOR 23. S 10823058 .00 24. Gross receipts in Texas (Whole dollars only) 24. S 407022472 .00 25. Gross receipts everywhere (Whole dollars only) 25. S 410544644 .00 26. APPORTIONMENT FACTOR (Divide item 24 by item 25, round to 4 decimal places) TAXABLE MARGIN (Whole dollars only) 26. S 0.9914 27. Apportioned margin (Multiply item 23 by item 26) 27. S 10729980 .00 28. Allowable deductions (see instructions) 28.

S 0 .00 29. TAXABLE MARGIN (item 27 minus item 28) TAX DUE 29. S 10729980 .00 30. Tax rate (see instructions for determining the appropriate tax rate) X X X 30. S 0.007500 31. Tax due (Multiply item 29 by the tax rate in item 30) (Dollars and cents) TAX ADJUSTMENTS (Dollars and cents) (Do not include prior payments) 31.

S 80474.85 32. Tax credits (item 23 from Form 05-160) 32. S 23318.00 33. Tax due before discount (item 31 minus item 32) 33. S 57156.85 34. Discount (see instructions, applicable to report years 2008 and 2009) TOTAL TAX DUE (Dollars and cents) 34.

S 0.00 35. TOTAL TAX DUE (item 33 minus item 34) 35. S 57156.85 Do not include payment if item 35 is less than $1,000 or if annualized total revenue is less than the no tax due threshold (see instructions). If the entity makes a tiered partnership election, ANY amount in item 35 is due. Complete Form 05-170 if making a payment.

Mail original to: Texas Comptroller of Public Accounts sign here M Date P.O. Box 149348 Austin, TX 78714-9348 Instructions for each report year are online at www.comptroller.texas.gov/taxes/franchise/forms/. If you have any questions, call 1-800-252-1381.

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Page 2 of 2 7002 1D52C3 2.000 TX2022 05-160 Texas Franchise Tax Credits Summary Schedule Ver. 13.0 (Rev. 9-15/5)

S17425479353 S Taxpayer number Tcode 13254 Annual S2022 Report year Taxpayer name Berry GP and Subsidiaries Part A - Credit Limit 1. Tax due before credits (Item 31 of the tax report, Form 05-158-B) 1. S 80474.85 2. Credit limit (Item 1 x 50% (0.50)) 2. S 40237.43 Part B - Credits Available 3. Investment credit installment from prior years 3. S 0.00 4. Investment credit carried forward from prior years 4. S 0.00 5. Investment credit available (Add Item 3 plus Item 4) 5. S 0.00 6. Jobs creation credit carried forward from prior years 6. S 0.00 7. Research credit carried forward from prior years 7. S 0.00 8. Unused temporary credit for Business Loss Carryforward (BLC) from prior years 8. S 0.00 9. R & D activities credit available (Item 14 from Form 05-178) 9. S 0.00 10. Eligible historic structure credit 10. S 0.00 11. Historic structure credit carried forward from prior years 11. S 0.00 12. Historic structure credit available (Add Item 10 plus Item 11) 12. S 0.00 13. 1992 Temporary credit 13. S 0.00 Part C - Credits Claimed 14. Investment credit claimed (Amount cannot exceed the credit limit in Item 2 or the credit available in Item 5) 14. S 0.00 15. Jobs creation credit claimed (Amount cannot exceed the credit limit in Item 2 or the credit available in Item 6) 15. S 0.00 16. Research credit claimed (Amount cannot exceed the credit limit in Item 2 or the credit available in Item 7) 16. S 0.00 17. Temporary credit for BLC from this year only 17. S 23318.00 18. Unused temporary credit for BLC from prior years claimed (Amount cannot exceed the credit available in Item 8) 18. S 0.00 19. R & D activities credit claimed (Amount cannot exceed the credit limit in Item 2 or the credit available in Item 9) 19. S 0.00 20. Historic structure credit claimed (Cannot exceed amount in Item 12) 20. S 0.00 21. 1992 Temporary credit less additional tax due 21. S 0.00 22. Other (see instructions) 22. S 0.00 23. Total credits claimed (Add Items 14, 15, 16, 17, 18, 19, 20, 21 and 22) (Enter this amount on Item 32 of the tax report, Form 05-158-B) 23. S 23318.00 Texas Comptroller Official Use Only VE/DE

7002 1D52B1 2.000 TX2022 05-166 Texas Franchise Tax Affiliate Schedule Ver. 13.0 (Rev.9-16/7)

S S Tcode 13253 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

Reporting entity must be included on Affiliate Schedule. Affiliate reporting period dates must be within combined group's accounting period dates.

1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Berry GP, Inc 17412395927 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) S 9. Gross receipts everywhere (before eliminations)

0 .00 3861293 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

3765446 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Basic Equipment Company 17425479353 532412 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) 13901753 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

13901753 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Bay, Inc. 17421131602 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) .00 S 11. Cost of goods sold or compensation (before eliminations) .00

The reporting entity of a combined group with a temporary credit for business loss carryforwards preserved for itself and/or affiliates must submit common owner information. This information must be provided to satisfy franchise tax reporting requirements. Learn more at www.comptroller.texas.gov/taxes/franchise/.

An information report (Form 05-102 or Form 05-167) must be filed for each affiliate that is organized in Texas or that has a physical presence in Texas.

Texas Comptroller Official Use Only

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7002 1D52B2 2.000 TX2022 05-166 Texas Franchise Tax Affiliate Schedule Ver. 13.0 (Rev.9-16/7)

S S Tcode 13253 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

Reporting entity must be included on Affiliate Schedule. Affiliate reporting period dates must be within combined group's accounting period dates.

1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Becon Holdings, Inc. 860845428 551112 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S SX 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) S 9. Gross receipts everywhere (before eliminations)

0 .00 0 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Inner Channel Investments, Inc 32002065954 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) 132101 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

132101 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Redfish Bay Terminal, Inc. 17420430161 531120 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) .00 S 11. Cost of goods sold or compensation (before eliminations) .00

An information report (Form 05-102 or Form 05-167) must be filed for each affiliate that is organized in Texas or that has a physical presence in Texas.

Texas Comptroller Official Use Only

VE/DE FM

7002 1D52B2 2.000 TX2022 05-166 Texas Franchise Tax Affiliate Schedule Ver. 13.0 (Rev.9-16/7)

S S Tcode 13253 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

Reporting entity must be included on Affiliate Schedule. Affiliate reporting period dates must be within combined group's accounting period dates.

1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Walzel Technical Services, Inc. 17429356623 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) S 9. Gross receipts everywhere (before eliminations)

0 .00 1933669 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

1933669 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

TPCC, Inc. (FKA Berry Dock West, Inc.) 32004628650 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) 811102 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

811102 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Lone Star Equipment 17414012595 532400 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) 796524 .00 S 10. Gross receipts in Texas (before eliminations) 796524 .00 S 11. Cost of goods sold or compensation (before eliminations) .00

An information report (Form 05-102 or Form 05-167) must be filed for each affiliate that is organized in Texas or that has a physical presence in Texas.

Texas Comptroller Official Use Only

VE/DE FM

7002 1D52B2 2.000 TX2022 05-166 Texas Franchise Tax Affiliate Schedule Ver. 13.0 (Rev.9-16/7)

S S Tcode 13253 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

Reporting entity must be included on Affiliate Schedule. Affiliate reporting period dates must be within combined group's accounting period dates.

1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

BayMar Fuels USA, LLC -Used for Combined TFTR 32066014492 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) S 9. Gross receipts everywhere (before eliminations)

0 .00 0 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Becon, Inc. 17429799715 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Berry Contracting, LP 17429829017 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) 405581361 .00 S 10. Gross receipts in Texas (before eliminations) 385681877 .00 S 11. Cost of goods sold or compensation (before eliminations) .00

An information report (Form 05-102 or Form 05-167) must be filed for each affiliate that is organized in Texas or that has a physical presence in Texas.

Texas Comptroller Official Use Only

VE/DE FM

7002 1D52B2 2.000 TX2022 05-166 Texas Franchise Tax Affiliate Schedule Ver. 13.0 (Rev.9-16/7)

S S Tcode 13253 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

Reporting entity must be included on Affiliate Schedule. Affiliate reporting period dates must be within combined group's accounting period dates.

1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Berry Holdings, LP 17428043214 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) S 9. Gross receipts everywhere (before eliminations)

0 .00 0 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Berry Operating Company, LLC 17429809548 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Clark Pipeline Services, JV 14613732115 213110 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) .00 S 11. Cost of goods sold or compensation (before eliminations) .00

An information report (Form 05-102 or Form 05-167) must be filed for each affiliate that is organized in Texas or that has a physical presence in Texas.

Texas Comptroller Official Use Only

VE/DE FM

7002 1D52B2 2.000 TX2022 05-166 Texas Franchise Tax Affiliate Schedule Ver. 13.0 (Rev.9-16/7)

S S Tcode 13253 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries

Reporting entity must be included on Affiliate Schedule. Affiliate reporting period dates must be within combined group's accounting period dates.

1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Friendswood Exchange LLC 32064994307 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) S 9. Gross receipts everywhere (before eliminations)

0 .00 0 .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

LDMA Limited Partnership 32036155268 237990 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) S 11. Cost of goods sold or compensation (before eliminations)

0 .00 0 .00 1. Legal name of affiliate S 2. Affiliate taxpayer number (if none, use FEI number) S 3. Affiliate NAICS code

Axis Midstream Holdings, LLC 32064822730 4. Blacken box if entity is disregarded for franchise tax 5. Blacken box if this affiliate does NOT have NEXUS in Texas S 6. Affiliate reporting begin date m m d d y y S 7. Affiliate reporting end date m m d d y y S S 110120 103121 S 8. Gross receipts subject to throwback in other states (before eliminations) .00 S 9. Gross receipts everywhere (before eliminations) .00 S 10. Gross receipts in Texas (before eliminations) .00 S 11. Cost of goods sold or compensation (before eliminations) .00

An information report (Form 05-102 or Form 05-167) must be filed for each affiliate that is organized in Texas or that has a physical presence in Texas.

Texas Comptroller Official Use Only

VE/DE FM

7002 1D5235 2.000 TX2022 05-170 Ver. 13.0 (Rev.9-16/9) Texas Franchise Tax Payment Form

S Tcode 13050 Annual S Taxpayer number S Report year Due date

17425479353 2022 08/15/2022 Taxpayer name

Berry GP and Subsidiaries

1. Total tax due on this report 1. 57156.85 (item 35 from Form 05-158-B or item 17 from Form 05-169)

2. Enter prior payment (e.g. extension payment) 2. 157000.00

3. Net tax due (item 1 minus item 2) 3. -99843.15 4. Penalty (see instructions) 4. 0.00

5. Interest (see instructions) 5. 0.00 6. TOTAL AMOUNT DUE AND PAYABLE Make amount payable to TEXAS COMPTROLLER (Add items 3, 4 and 5) 6.

S -99843.15 Taxpayers who paid $10,000 or more during the preceding fiscal year (Sept. 1 thru Aug. 31) are required to electronically pay their franchise tax. For more information visit www.comptroller.texas.gov/taxes/franchise/filing-requirements.php

Mail original to: Texas Comptroller of Public Accounts P.O. Box 149348 Austin, TX 78714-9348

Instructions for each report year are online at www.comptroller.texas.gov/taxes/franchise/forms/. If you have any questions, call 1-800-252-1381.

Texas Comptroller Official Use Only VE/DE PM Date

7002 1D5241 2.000 TX2022 05-177 Texas Franchise Tax Common Owner Information Report Ver. 13.0 (Rev.9-16/4)

S S Tcode 13257 Annual Reporting entity taxpayer number S Report year Reporting entity taxpayer name

17425479353 2022 Berry GP and Subsidiaries The common owner is the entity or individual that owns more than 50 percent (directly or indirectly) of each affiliate of the combined group. Note: The reporting entity is not necessarily the common owner.

Common Owner Identification Identification number (Enter only ONE of the following numbers: Texas taxpayer number, federal employer identification number or Social Security number. )

1. Texas taxpayer number 1. S 17412395927 OR 2. Federal employer identification number 2.

S OR 3. Social Security number 3. S Federal Privacy Act - Disclosure of your Social Security number is required and authorized under law, for the purpose of tax administration and identification of any individual affected by applicable law. 42 U.S.C. SS 405(c)(2)(C)(i); Tex. Govt. Code SSSS 403.011 and 403.078. Release of information on this form in response to a public information request will be governed by the Public Information Act, Chapter 552, Government Code, and applicable federal law.

Common Owner Name Common owner business name Common owner first name, middle initial, last name BERRY GP, INC. Mailing address 1414 VALERO WAY City State ZIP Code CORPUS CHRISTI TX 78409 Dates Enter the date this entity or individual became the common owner of the combined group. (The start date is not the same as the combined group accounting period date or the privilege period.)

Common owner start date SX m m Blacken this box if this entity or individual is still the common owner. d d y y y y Common owner end date m m d d y y y y S 09071953 (if applicable) S Print or type name Area code and phone number Diane DeCou (361) 693-2100 I declare that the information in this document and any attachments is true and correct to the best of my knowledge and Mail original to: belief. Texas Comptroller of Public Accounts sign here M Date P.O. Box 149348 Austin, TX 78714-9348

Instructions for each report year are online at www.comptroller.texas.gov/taxes/franchise/forms/. If you have any questions, call 1-800-252-1381.

Under Ch. 559, Government Code, you are entitled to review, request and correct information we have on file about you, with limited exceptions in accordance with Ch. 552, Government Code. To request information for review or to request error correction, contact us at the address or phone number listed on this form.

Texas Comptroller Official Use Only VE/DE

7002 1D5238 2.000 TX2022 05-102 Texas Franchise Tax Public Information Report Ver. 13.0 (Rev.9-15/33) To be filed by Corporations, Limited Liability Companies (LLC), Limited Partnerships (LP), Professional Associations (PA) and Financial Institutions

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17412395927 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Berry GP, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0011654900

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 Valero Way Corpus Christi TX 78409-3020 Principal place of business 1414 Valero Way Corpus Christi TX 78409-3020

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741239592722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term A.L. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Powers President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.J. Smith SRVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Bay, Inc. TX 0052074800 100.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Becon Holdings, Inc. NV 100.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership None Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Mike Hummell agent, registered office or general partner information.

Office: 1414 Corn Product Rd City Corpus Christi State TX ZIP Code 78409 The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title Officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry GP, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0011654900

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741239592722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Dan Bumby V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term Laura Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership TPCC Inc. (FKA Berry Dock West, Inc.) TX 0800070466 100.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Inner Channel Investments, Inc TX 0156412100 100.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: agent, registered office or general partner information.

Office: City State ZIP Code The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry GP, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0011654900

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741239592722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell Genl Counsel expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term James Klein CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Redfish Bay Terminal, Inc. TX 0045875600 100.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Basic Equipment Co. TX 0112168700 100.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry GP, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0011654900

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741239592722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Mike Hummell V.P. expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term James Klein Treasurer expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Bay/C.C. Crane & Rigging, Inc. TX 0800854706 100.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Lone Star Equipment, Inc TX 0018201000 100.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry GP, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0011654900

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741239592722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17425479353 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Basic Equipment Company S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9033 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0112168700

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office P.O. Box 9033 Corpus Christi TX 78469-9033 Principal place of business P.O. Box 9033 Corpus Christi TX 78469-9033

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742547935322 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term A.L. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell Genl Counsel expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Friendswood Exchange LLC TX 0802827206 100.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Berry GP, Inc. TX 0011654900 100.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Mike Hummell agent, registered office or general partner information.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Basic Equipment Company S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9033 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0112168700

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742547935322 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term M.G. Berry President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Powers V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Basic Equipment Company S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9033 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0112168700

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742547935322 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Robert Powers Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term D.W. Berry Secretary expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17421131602 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Bay, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0052074800

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office P.O. Box 9908 Corpus Christi TX 78469-9908 Principal place of business P.O. Box 9908 Corpus Christi TX 78469-9908

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742113160222 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership None Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Bay, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0052074800

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742113160222 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Powers President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Bay, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0052074800

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742113160222 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 32002065954 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Inner Channel Investments, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. BOX 4858 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0156412100

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 Valero Way Corpus Christi TX 78409-3020 Principal place of business 1414 Valero Way Corpus Christi TX 78409-3020

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200206595422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Inner Channel Investments, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. BOX 4858 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0156412100

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200206595422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term Robert Powers President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Inner Channel Investments, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. BOX 4858 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0156412100

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200206595422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term James Klein Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Inner Channel Investments, Inc S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. BOX 4858 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0156412100

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200206595422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Laura Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17420430161 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Redfish Bay Terminal, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9103 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0045875600

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office P.O. Box 1235 Aransas Pass TX 78335-1235 Principal place of business P.O. Box 1235 Aransas Pass TX 78335-1235

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742043016122 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Redfish Bay Terminal, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9103 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0045875600

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742043016122 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term D.W. Berry President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Redfish Bay Terminal, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9103 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0045875600

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742043016122 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term James Klein Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Powers V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17429356623 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Walzel Technical Services, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 2560 State HWY 361 Comptroller file number City Ingleside State TX ZIP code plus 4 78362 0013076206

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 2560 State HWY 361 Ingleside TX 78362 Principal place of business 2560 State HWY 361 Ingleside TX 78362

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742935662322 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Cynthia Jette Treasurer expiration Mailing address 2560 State HWY 361 City Ingleside State TX ZIP Code 78362 Name Title Director m m d d y y YES Term Cynthia Jette Secretary expiration Mailing address 2560 State HWY 361 City Ingleside State TX ZIP Code 78362 Name Title Director m m d d y y X YES Term Richard L. Southers President expiration Mailing address 2560 State HWY 361 City Ingleside State TX ZIP Code 78362

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Rydal Holdings B.V. 100.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Richard Southers agent, registered office or general partner information.

Office: 225 West Wheeler City Aransas Pass State TX ZIP Code 78336 The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Walzel Technical Services, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 2560 State HWY 361 Comptroller file number City Ingleside State TX ZIP code plus 4 78362 0013076206

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742935662322 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Diane Decou V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 32004628650 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address TPCC, Inc. (FKA Berry Dock West, Inc.) S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0800070466

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 Valero Way Corpus Christi TX 78409-3020 Principal place of business 1414 Valero Way Corpus Christi TX 78409-3020

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200462865022 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Mike Hummell V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell Genl Counsel expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Nesloney President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address TPCC, Inc. (FKA Berry Dock West, Inc.) S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0800070466

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200462865022 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Juan Sotelo Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Juan Sotelo CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.W. Berry V.P. expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address TPCC, Inc. (FKA Berry Dock West, Inc.) S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0800070466

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3200462865022 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term M.G. Berry V.P. expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term A. L. Berry V.P. expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term Robert Powers V.P. expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17414012595 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Lone Star Equipment S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or PO BOX 4561 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0018201000

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 VALERO WAY CORPUS CHRISTI TX 78409 Principal place of business 1414 VALERO WAY CORPUS CHRISTI TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741401259522 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term A L BERRY President expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term D W BERRY V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y X YES Term LAURA BERRY V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Berry GP, Inc TX 0011654900 100.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Mike Hummell agent, registered office or general partner information.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Lone Star Equipment S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or PO BOX 4561 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0018201000

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741401259522 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y X YES Term M G BERRY V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell Genl Counsel expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Lone Star Equipment S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or PO BOX 4561 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0018201000

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1741401259522 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term James Klein Treasurer expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term James Klein CFO expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 32066014492 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address BayMar Fuels USA, LLC -Used for Combined TFTR S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City CORPUS CHRSITI State TX ZIP code plus 4 78409 0802915696

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 VALERO WAY CORPUS CHRISTI TX 78409 Principal place of business 1414 VALERO WAY CORPUS CHRISTI TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3206601449222 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term GEORGE A. ANDREWS, JR. V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term EDWARD A. MARTIN V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term DIANE DECOU V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership BERRY CONTRACTING LP TX 0014245910 80.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: MIKE HUMMELL agent, registered office or general partner information.

Office: 1414 CORN PRODUCT RD City CORPUS CHRISTI State TX ZIP Code 78409 The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address BayMar Fuels USA, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City CORPUS CHRSITI State TX ZIP code plus 4 78409 0802915696

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3206601449222 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term DIANE DECOU CFO expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term DIANE DECOU Treasurer expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term CHARLES A. VANAMAN V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership INCOMAR USA, LTD. 20.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: agent, registered office or general partner information.

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address BayMar Fuels USA, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City CORPUS CHRSITI State TX ZIP code plus 4 78409 0802915696

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3206601449222 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term CHARLES A. VANAMAN Genl Counsel expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term DONETTA BEATY Secretary expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17429799715 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Becon, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or Comptroller file number City State ZIP code plus 4 0145811300

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 VALERO WAY CORPUS CHRISTI TX 78409 Principal place of business 1414 VALERO WAY CORPUS CHRISTI TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742979971522 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term M.G. BERRY V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term M.G. BERRY Secretary expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term A.L. BERRY V.P. expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership NONE Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership NONE Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: MIKE HUMMELL agent, registered office or general partner information.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Becon, Inc. S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or Comptroller file number City State ZIP code plus 4 0145811300

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742979971522 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term A.L BERRY Treasurer expiration Mailing address 1414 VALERO WAY City CORPUS CHRISTI State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17429829017 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office P.O. BOX 9908 CORPUS CHRISTI TX 78469 Principal place of business P.O. BOX 9908 CORPUS CHRISTI TX 78469

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Robert Powers President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership CLARK PIPELINE SERVICES, JV TX 0074523580 75.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership AUSTIN-BAY JV TX 40.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership BERRY HOLDINGS, LP DE 0009429211 99.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Berry GP, Inc. agent, registered office or general partner information.

Office: 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term A.L. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Blair V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Jeffery Brown V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership SCHMIDT OILFIELD SERVICES VENTURE TX 0047871080 50.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership AUSTIN BRIDGE & ROAD, LP & BAY LTD TX 40.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term John Dill SRVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Randy Feikls SRVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership BAYMAR INTERNATIONAL, LLC TX 0802916805 20.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership BAYMAR FUELS USA, LLC TX 0802915696 80.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term James Klein CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term William Parker AVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term D.J. Smith SRVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell Genl Counsel expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Glen Whittington V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Jim Bliss V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Walter Brothers V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Crissy Hinojosa V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Berry Peterson V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Kevin Stone V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Contracting, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0014245910

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742982901722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Kevin Gregory SRVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17428043214 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Berry Holdings, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0009429211

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office P.O. Box 9908 Corpus Christi TX 78469 Principal place of business P.O. Box 9908 Corpus Christi TX 78469

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742804321422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Rob Powers President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Berry Contracting, LP TX 0014245910 99.000 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Berry Operating Company, LLC TX 0707839522 100.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Becon Holdings, Inc NV 99.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: The Corporation Trust Company agent, registered office or general partner information.

Office: 1209 N Orange St City Wilmington State DE ZIP Code 19801 The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Holdings, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0009429211

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742804321422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term A.L Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Blair V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.J. Smith SRVP expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Bay Middle East International Company TX 0145811200 33.330 Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Bay Latin America, Inc TX 0160434900 100.000 SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Holdings, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0009429211

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742804321422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Mike Hummell V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell Genl Counsel expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term James Klein Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Holdings, LP S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 VALERO WAY Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0009429211

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742804321422 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 17429809548 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Berry Operating Company, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9908 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469-9980 0707839522

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office P.O. Box 9908 Corpus Christi TX 78469-9908 Principal place of business P.O. Box 9908 Corpus Christi TX 78469-9908

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742980954822 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term A.L. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Keith Ackley President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.W. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Operating Company, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9908 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469-9980 0707839522

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742980954822 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term M.G. Berry V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Rob Powers V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Mike Hummell V.P. expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Operating Company, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9908 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469-9980 0707839522

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742980954822 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Robin Scheuerman Secretary expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Diane DeCou Treasurer expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Diane DeCou CFO expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Berry Operating Company, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9908 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469-9980 0707839522

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

1742980954822 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

7002 1D5234 2.000 TX2022 05-167 Texas Franchise Tax Ownership Information Report Ver. 13.0 (Rev.9-15/6) To be filed by Entities other than Corporations, Limited Liability Companies, Limited Partnerships, Professional Associations or Financial Institutions

S Taxpayer number S Tcode13197 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information we have on file about you. Contact us at 1-800-252-1381.

14613732115 2022 Taxpayer name Mailing address Clark Pipeline Services, JV Country S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or P.O. Box 9396 Comptroller file number City Corpus Christi State TX ZIP code plus 4 78469 0074523580

SECTION A. Enter the information required for each general partner of a partnership or each trustee of a trust. Also, provide the information for each person or entity that owns an interest of 10 percent or more in this entity.

Name What type of owner? GENERAL PARTNER LIMITED PARTNER OTHER (Blacken only one) Berry Contracting, LP, dba Bay Ltd. X Mailing address 1414 Valero Way FEI number XX-XXXXXXX Percentage of ownership75.00 City Corpus Christi State TX ZIP code plus 4 78409 3020

Name What type of owner? GENERAL PARTNER LIMITED PARTNER OTHER CPC Interests LLC (Blacken only one) X Mailing address 4281 State Highway 188 FEI number XX-XXXXXXX Percentage of ownership25.00 City Taft State TX ZIP code plus 4 78390 4553

Name What type of owner? GENERAL PARTNER LIMITED PARTNER OTHER (Blacken only one) Mailing address FEI number Percentage of ownership City State ZIP code plus 4

SECTION B. Enter the information required for each entity, if any, in which this partnership, association, trust or other entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation or entity State of formation FEI number Percentage of ownership

Registered agent and office, or agent for service of process (see instructions if you need to make changes) Agent: Berry Contracting, LP dba Bay Ltd. Office: 1414 Valero Way City Corpus Christi State TX ZIP code plus 4 78409

The above information is authorized by Section 171.201(a)(2), Section 171.201(a)(3), 171.202(a)(4) and 171.354 for each entity.

Use additional forms (05-167) for Sections A and B as necessary.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below.

sign here M Title officer Date Area code and phone number (361) 693-2100 Mail original to: Texas Comptroller of Public Accounts P.O. Box 149348 Austin, TX 78714-9348 Texas Comptroller Official Use Only VE/DE

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 32064994307 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Friendswood Exchange LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 CORN PRODUCT RD Comptroller file number City CORPUS CHRISTI State TX ZIP code plus 4 78409-3020 0802827206

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 CORN PRODUCT RD CORPUS CHRISTI TX 78409 Principal place of business 1414 CORN PRODUCT RD CORPUS CHRISTI TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3206499430722 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term ACCRUIT EXCHANGE ACCOMMODATION SERV Other expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership Basic Equipment Company TX 0112168700 100.000 Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Charles A. Vanaman agent, registered office or general partner information.

Office: 1414 Valero Way Suite 1250 City Corpus Christi State TX ZIP Code 78409 The information on this form is required by Section 171.203 of the Tax Code for each corporation, LLC, LP, PA or financial institution that files a Texas Franchise Tax Report. Use additional sheets for Sections A, B and C, if necessary. The information will be available for public inspection.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 32036155268 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address LDMA Limited Partnership S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0013403610

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 Valero Way Corpus Christi TX 78409 Principal place of business 1414 Valero Way Corpus Christi TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3203615526822 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Becon, Inc Other expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D.W. Berry Other expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term M.G. Berry Other expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Registered agent and registered office currently on file (see instructions if you need to make changes) You must make a filing with the Secretary of State to change registered Agent: Mike Hummell agent, registered office or general partner information.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title officer Date Area code and phone number (361) 693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address LDMA Limited Partnership S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409-3020 0013403610

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office Principal place of business

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3203615526822 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term A.L. Berry Other expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Lone Star Equipment Other expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term expiration Mailing address City State ZIP Code

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

Name of owned (parent) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

Texas Comptroller Official Use Only VE/DE PIR IND

7002 1D5243 2.000 TX2022 05-102 Texas Franchise Tax Public Information Report Ver. 13.0 (Rev.9-15/33) To be filed by Corporations, Limited Liability Companies (LLC), Limited Partnerships (LP), Professional Associations (PA) and Financial Institutions

S Taxpayer number S Tcode 13196 S Report year You have certain rights under Chapter 552 and 559, Government Code, to review, request and correct information 32064822730 2022 we have on file about you. Contact us at 1-800-252-1381.

Taxpayer name Mailing address Axis Midstream Holdings, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0802812872

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 Valero Way Corpus Christi TX 78409 Principal place of business 1414 Valero Way Corpus Christi TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3206482273022 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term A. L. Berry President expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term D. W. Berry Vice Preside expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term M. G. Berry Vice Preside expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409

SECTION B Enter information for each corporation, LLC, LP, PA or financial institution, if any, in which this entity owns an interest of 10 percent or more.

Name of owned (subsidiary) corporation, LLC, LP, PA or financial institution State of formation Texas SOS file number, if any Percentage of ownership

SECTION C Enter information for each corporation , LLC, LP, PA or financial institution, if any, that owns an interest of 10 percent or more in this entity.

I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has been mailed to each person named in this report who is an officer, director, member, general partner or manager and who is not currently employed by this or a related corporation, LLC, LP, PA or financial institution. sign here M Title Officer Date Area code and phone number 361-693-2100 Texas Comptroller Official Use Only VE/DE PIR IND

Taxpayer name Mailing address Axis Midstream Holdings, LLC S Blacken box if the mailing address has changed.

Secretary of State (SOS) file number or 1414 Valero Way Comptroller file number City Corpus Christi State TX ZIP code plus 4 78409 0802812872

Blacken box if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, B and C.

Principal office 1414 Valero Way Corpus Christi TX 78409 Principal place of business 1414 Valero Way Corpus Christi TX 78409

You must report officer, director, member, general partner and manager information as of the date you complete this report.

Please sign below! This report must be signed to satisfy franchise tax requirements.

3206482273022 SECTION A Name, title and mailing address of each officer, director, member, general partner or manager.

Name Title Director m m d d y y YES Term Mike Hummell General Coun expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Powers Vice Preside expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409 Name Title Director m m d d y y YES Term Robert Powers Secretary expiration Mailing address 1414 Valero Way City Corpus Christi State TX ZIP Code 78409