EFiled: Jul 13 2022 07:23PM:Ebr:
`Case No. 2022-0604-KSJM (a2:Fs]
`Transaction ID 67819700={|
`
`OFpS
`
`IN THE COURT OF CHANCERYOF THE STATE OF DELAWARE
`
`)
`
`) )
`
`JOHN TUMA and JOMA
`MANAGEMENT, LLC
`
`) REDACTED VERSION-
`) Filed on July 13, 2022
`) C.A. No. 2022-0604-KSJM
`)
`_)
`
`) )
`
`)
`
`Plaintiffs,
`
`Vv.
`
`PRIME POWER SOLUTIONS, LLC
`d/b/a LIFE CYCLE POWER
`
`Defendant.
`
`VERIFIED COMPLAINT FOR INSPECTION OF BOOKS AND RECORDS
`PURSUANTTO 6 DEL.C. § 18-305
`
`Plaintiffs John Tuma and JOMA Management, LLC (““JOMA”), by
`
`their undersigned attorneys, upon knowledge, information and belief, state and
`
`allege for their Complaint against Defendant Prime Power Solutions, LLC d/b/a Life
`
`Cycle Power (“Life Cycle Power” or the “Company”) as follows:
`
`NATURE OF THE ACTION
`
`1.
`
`Mr. Tuma and JOMA bringthis action to enforce their statutory
`
`rights as a manager and member,respectively, of the Companyto obtain information
`
`and copies of certain books and records of Life Cycle Power pursuant to Section 18-
`
`305 of the Delaware Limited Liability Company Act (the “LLC Act’), as well as
`
`EFiled: Jul 13 2022 07:23PM EDT
`Transaction ID 67819700
`Case No. 2022-0604-KSJM
`
`
`Case No. 2022-0604-KSJM (a2:Fs]
`Transaction ID 67819700={|
`
`OFpS
`
`IN THE COURT OF CHANCERYOF THE STATE OF DELAWARE
`
`)
`
`) )
`
`JOHN TUMA and JOMA
`MANAGEMENT, LLC
`
`) REDACTED VERSION-
`) Filed on July 13, 2022
`) C.A. No. 2022-0604-KSJM
`)
`_)
`
`) )
`
`)
`
`Plaintiffs,
`
`Vv.
`
`PRIME POWER SOLUTIONS, LLC
`d/b/a LIFE CYCLE POWER
`
`Defendant.
`
`VERIFIED COMPLAINT FOR INSPECTION OF BOOKS AND RECORDS
`PURSUANTTO 6 DEL.C. § 18-305
`
`Plaintiffs John Tuma and JOMA Management, LLC (““JOMA”), by
`
`their undersigned attorneys, upon knowledge, information and belief, state and
`
`allege for their Complaint against Defendant Prime Power Solutions, LLC d/b/a Life
`
`Cycle Power (“Life Cycle Power” or the “Company”) as follows:
`
`NATURE OF THE ACTION
`
`1.
`
`Mr. Tuma and JOMA bringthis action to enforce their statutory
`
`rights as a manager and member,respectively, of the Companyto obtain information
`
`and copies of certain books and records of Life Cycle Power pursuant to Section 18-
`
`305 of the Delaware Limited Liability Company Act (the “LLC Act’), as well as
`
`EFiled: Jul 13 2022 07:23PM EDT
`Transaction ID 67819700
`Case No. 2022-0604-KSJM
`
`
`
`their contractual right under the governing operating agreement for the same
`
`information.!
`
`2.
`
`Mr. Tuma founded and built Life Cycle Power. Until October
`
`2020, JOMA — which Mr. Tuma owns — wasthe sole member(i.e., the holder of
`
`100% of the equity) of Life Cycle Power. In October 2020, JOMA solda of
`
`its equity stake in Life Cycle Power to Goldfinch Energy Holdings, LLC
`
`(“Goldfinch”), a portfolio company of Arroyo Energy Investment Partners, LLC
`
`(“Arroyo”), a private equity firm. In connection with the transaction, Goldfinch and
`
`JOMA entered into the Second Amended and Restated Operating Agreement(the
`
`“Operating Agreement”), which governscertain rights and obligationsofthe parties.
`
`A true and correct copy of the Operating Agreement is attached hereto as Exhibit A.
`
`Following the transaction, Mr. Tuma continued as CEO of Life Cycle Power.
`
`3.
`
`Since that October 2020 transaction, Life Cycle Power has grown
`
`
`
`dramatically, and its value has increased correspondingly. It is now worth||
`
`ee. But Goldfinch — apparently dissatisfied with the
`
`extraordinary rate ofreturn on its original SR equity stake — has improperly
`
`See Stanco v. Rallye Motors Holding, LLC, 2019 WL 7161338, at *3 (Del. Ch.
`Dec. 23, 2019) (holding that a forum selection provision did not waive managing-
`member’s right to bring books and records action in Delaware).
`
`2
`
`
`
`attempted to appropriate more of Life Cycle Power’s growth in value to itself.
`
`Specifically, Goldfinch is attempting to retroactively recharacterize ay
`
`loan madein January 2022 to Life Cycle Power(the “Loan’’) as a capital contribution
`
`in order to increase its ownership share from [J to approximately i in
`
`breach of the Operating Agreement.
`
`4.
`
`On June 6, 2022, Goldfinch demanded that JOMA agree to its
`
`plan.
`
`JOMA refused to do so. On June 15, JOMA advised Goldfinch thatits
`
`proposals violated the parties’ contractual agreements, including the Operating
`
`Agreement. Goldfinch responded by notifying Mr. Tuma that it
`
`intended to
`
`terminate him as CEO and a managerof Life Cycle Powerby July 8, purportedly for
`
`cause. Mr. Tuma’s agreements required that he be provided notice of any “for
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`cause” termination so that he could remedy any putative performance issues, but
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`Goldfinch’s notice failed to do that.
`
`a:
`
`On June 23, Goldfinch’s two Life Cycle Power board members,
`
`whoare also partners at Arroyo, purported to retroactively authorize the issuance of
`
`additional equity that Goldfinch supposedly received between December 2021 and
`
`January 2022 for a total consideration of approximately SH (the “June 23
`
`Written Consent”). Thus, the June 23 Written Consent purported to improperly
`
`convert the Loan into a Capital Contribution and dilute JOMA’s equity interest.
`
`3
`
`
`
`6.|Mr. Tuma and JOMA nowseekbooksandrecordsto investigate,
`
`inter alia, the nature and terms of the Loan and the June 23 Written Consent, their
`
`potential effects on Life Cycle Power’s financial condition and operations, and
`
`potential breaches of the Operating Agreement.
`
`Based on Mr. Tuma’s
`
`communications with representatives of Goldfinch and Arroyo,it appears that Life
`
`Cycle Power does not have formal documents relating to many of these matters.
`
`Given the lack of formal documents, JOMA and Mr. Tumaareentitled to emails and
`
`any other informal communications, such as texts or notes, reflecting the negotiation
`
`and terms of these transactions.
`
`7.
`
`Mr. Tuma and JOMA have complied with Section 18-305 of the
`
`LLC Act by making a proper written demand for inspection of books and records of
`
`Life Cycle Power more than five business dayspriorto the filing of this Complaint.
`
`8.
`
`Despite Mr. Tuma and JOMA’s lawful request for copies of
`
`specified books and records as a manager and memberof Life Cycle Power, the
`
`Company refuses to adequately comply with Section 18-305.
`
`9.|The Company’s refusal to comply with Section 18-305 comes on
`
`the heels of efforts by the Company’s controllers, Goldfinch and Arroyo, to strip Mr.
`
`Tuma and JOMA oftheir contractual rights, as detailed below. To ensure that Mr.
`
`
`
`Tuma’s and JOMA’s rights and interests are protected, they request expedited relief
`
`to inspect the books and records to which theyare entitled.
`
`THE PARTIES
`
`10. Defendant Prime PowerSolutions, LLC d/b/a Life Cycle Power
`
`is a Delaware limited liability company with its primary place of business in
`
`Midland, Texas. Life Cycle Power’s board ofmanagers consists ofRobert C. Jordan
`
`(an Arroyo partner), Samuel M. Warfield (an Arroyo partner) and Mr. Tuma
`
`(JOMA’s owner).
`
`11.
`
`Plaintiff JOMA Management, LLC is a Texaslimited liability
`
`company with its primary place. of business in Centerville, Texas.
`
`JOMA is a
`
`memberof Life Cycle Power with aJ ownership interest.
`
`12.
`
`Plaintiff John Tuma is an individual residing in Centerville,
`
`Texas. He is the sole owner of JOMA and the founder of Life Cycle Power. Mr.
`
`Tumais also the CEO and a managerof Life Cycle Power.
`
`13. Non-party Goldfinch, a private equity portfolio company,is a
`
`Delaware limited liability company with its principal place of business in Harris
`
`County, Texas. Goldfinch is a member of Life Cycle Power with a a
`
`ownership interest. Goldfinch is a portfolio company of the private equity firm
`
`5
`
`
`
`Arroyo, and given the nature of their relationship, many individuals at Goldfinch
`
`and Arroyo overlap.
`
`JURISDICTION
`
`14.
`
`This Court has jurisdiction over the claims asserted in this
`
`Complaint pursuant to 6 Del. C. § 18-305.
`
`15.
`
`Further, this action is properly brought in this Court because the
`
`Operating Agreement“does not clearly evince a waiverofthe right to venue in this
`
`Court.’”
`
`FACTUAL ALLEGATIONS
`
`2020 Sale of Majority Interest
`
`16. Mr. Tuma founded and built Life Cycle Power. Until October
`
`2020, JOMA,and in turn Mr. Tuma, ownedall of the equity in Life Cycle Power.
`
`In October 2020, JOMAsold| of that equity to Goldfinch for SI.
`
`In connection with that sale, JOMA and Goldfinch entered into the Operating
`
`Agreement and a Membership Interest Purchase Agreement
`
`(the “Purchase
`
`Agreement”). Mr. Tuma continued as Life Cycle Power’s CEO.
`
`2 Stanco, 2019 WL 7161338, at *3 (Del. Ch. Dec. 23, 2019).
`
`6
`
`
`
`17.
`
`In light of JOMA’s new status as Life Cycle Power’s minority
`
`member, JOMA negotiated contractual protections in the Operating Agreementto
`
`prevent overreaching by Goldfinch. Specifically, the Operating Agreement imposes
`
`limitations on capital contributions and entitles JOMA to participate in any new
`
`issuances of equity.
`
`— saa
`
`WE Because JOMA is a memberofLife Cycle Power,its consentis required
`
`before any additional capital contributions are permitted.
`
`19.
`
`In addition,
`
`
`
`Goldfinch’s Attempt to Dilute JOMA
`
`20.
`
`In 2021, following Winter Storm Uri, the Texas Legislature
`
`passed a bill allowing power providers to charge rates for power provided through
`
`backup generators. In December 2021, CenterPoint Energy Houston Electric, LLC
`
`awarded Life Cycle Power ay contract toPo
`
`es (:21¢ “CenterPoint Contract”).
`
`21.
`
`Life Cycle Power had to purchase additional equipment to meet
`
`its obligations under the CenterPoint Contract. Beginning in 2021, Goldfinch used
`
`a bridge facility to loan money to Life Cycle Power. Ultimately, Goldfinch loaned
`
`approximately SEEN to Life Cycle Power.
`
`22.
`
`The CenterPoint ContractPO
`
`a, so Goldfinch apparently began looking for ways to capture even
`
`more of Life Cycle Power’s upside. Until June 2022, Arroyo consistently
`characterized the Loan in mitten and oral communications as “short-term bridge
`
`financing” and a “bridge loan.” In January 2022, Arroyo represented to Life Cycle
`
`Powerthatthe “key investors” who helped fund the Loan“initially pushed for equity
`
`8
`
`
`
`in exchangefor their capital infusion,” but Arroyo explicitly confirmed to Life Cycle
`
`Powerthat this was not the deal.
`
`23. Arroyo explained that the “more equitable solution” included
`
`treating the SI Loan as a short-term bridge loan with “a Po
`
`nn” Thc
`
`coupon rate was, by any measure, an exorbitant and unreasonablerate, particularly
`
`given the market conditions and Life Cycle Power’s financial conditionat that time.
`
`In any event, Arroyo made clear that“is
`
`GM” In other words, Arroyo specifically represented that
`
`the Loan was
`
`completely separate from the members’ equity interests.
`
`24.
`
`Life Cycle Power’s balance sheets also accounted for the Loan
`
`as a loan rather than a capital contribution andlisted “the Arroyo Bridge Loan”as a
`
`currentliability.
`
`25.
`
`On May 16, 2022, Arroyo partners David Field (who is not on
`
`Life Cycle Power’s board) and Chuck Jordan met with Mr. Tuma. During the
`
`meeting, they discussed budget and compensation issues, but they never contended
`
`
`
`that the Loan between Goldfinch and Life Cycle Power was anything other than a
`
`loan.
`
`26. On June 6, 2022, Goldfinch and Arroyo changed course. Mr.
`
`Field emailed Mr. Tumaa list of demands,stating that Goldfinch “expect[ed] JOMA
`
`to agree to [its] proposal by June 15.” In the email, Goldfinch purported to “affirm
`
`its contribution of additional equity of the approximately iit of capital
`
`LCP requested for equipment purchases beginning in late 2021.” This unilateral
`
`statementignored(1)
`
`ee, anc (3) Goldfinch’s repeated
`
`recognition that the Loan wasa loan, not a capital contribution.
`
`27. Mr. Field also asserted (without explanation) that the “additional
`
`equity has 2I, which will result in Goldfinch owning
`
`aa of LCP’s equity pro forma for this additional issuance.” It appears that
`
`Goldfinch was using artificially low valuation figures to convert the Loan into an
`
`even larger stake in Life Cycle Power. But neither JOMA nor Mr. Tumaever agreed
`
`to Goldfinch’s proposed valuation either pre- or post-money.
`
`10
`
`
`
`28.
`
`Instead of
`
`acknowledging
`
`JOMA’s
`
`pre-emptive
`
`rights,
`
`Goldfinch tried to rewrite them, saying that “Goldfinch will authorize [Life Cycle
`
`Power] to offer [JOMA] an option to purchase an amount up toF| of this
`
`additional equity at the same valuation as Goldfinch, solely using future earnout
`
`payments as and whenreceived under the October 2020 purchase agreement.”
`
`29.
`
`Evenifthe[ Loan wasin fact a Capital Contribution,
`
`this purported offer violated the[es
`
`eee
`
`ns 3.
`
`according to Mr. Field, the issuance had already occurred.
`
`¢ee
`
`EE But JOMA did not consent
`
`to treat the SIE loan as a Capital Contribution.
`
`11
`
`
`
`e Even if the yl Loan could be retroactively
`
`characterized as a Capital Contribution,Po
`
`Pee The Board has never held a
`
`meeting authorizing the issuance or sale of New Units in
`
`connection with the SJ Loan or otherwise.
`
`In any
`
`event, if the issuances occurred several monthsearlier, then Life
`
`Cycle Power should have provided written notice then.
`
`30.
`
`In any event,
`
`the Operating Agreement’s pre-emptive rights
`
`provisions do not require members to fund an equity purchase with any particular
`
`source of money, nor do they require membersto exercise their rights incrementally
`
`over time.
`
`Instead, this appears to be another effort to limit JOMA’s ability to
`
`12
`
`
`
`participate in Life Cycle Power’s upside. Goldfinch’s attempt to restrict JOMA’s
`
`pre-emptive right to earnout payments creates a variety of obstacles to JOMA’s
`
`ability to return to its stake — and given Goldfinch’s apparent disregard for its
`
`contractual obligations, there appears to be a significant risk that Goldfinch will try
`
`to avoid paying JOMA the earnout figures to which it is entitled. To the extent
`
`Goldfinch purports to require JOMAto use earnout funds solely to purchase equity,
`
`that requirement violates the earnout provisions in Section 2.04 of the Purchase
`
`Agreement between Goldfinch and JOMA.Section 2.04 requires Goldfinch to make
`
`earnout payments; it does not permit Goldfinch to restrict what JOMA can do with
`
`those payments.
`
`The June 17 Demand
`
`31. On June 17, 2022, JOMA and Mr. Tumaexercised their rights
`
`under the LLC Act and the Operating Agreement by making a written demand to
`
`inspect Life Cycle Power’s books and records (including emails and other informal
`
`documents) pursuant to Section 18-305 of the LLC Act and Section 7.01 of the
`
`Operating Agreement(the “June 17 Demand”). A true and correct copy of the June
`
`17 Demandis attached hereto as Exhibit B. The June 17 Demandstated that Mr.
`
`Tuma and JOMA soughtto review the books and records of Life Cycle Power for
`
`the purposesof:
`
`13
`
`
`
`(a)
`
`Investigating the nature and termsofthe SHEE transaction
`
`with Life Cycle Power that Arroyo characterized as a bridge loan
`
`in January 2022 and their potential effects on Life Cycle Power’s
`
`(b)
`
`(c)
`
`(@)
`
`financial condition and operations;
`
`Investigating the appropriate accounting treatment for the Loan;
`
`Investigating the value of JOMA’s interest in Life Cycle Power;
`
`and
`
`Investigating potential breaches of the Operating Agreement and
`
`Employment Agreement.
`
`32.
`
`The June 17 Demand wasaddressed to Arroyo and Goldfinch
`
`because representatives of Arroyo and Goldfinch, which are members of Life Cycle
`
`Power’s board of managers,
`
`indicated that Life Cycle Power does not have
`
`documents relating to the Loan and/or that the Loan documents are being keptat
`
`Arroyo or Goldfinch. Moreover, based on Mr. Tuma’s knowledge and
`
`communications with representatives of Goldfinch and Arroyo,it appears that Life
`
`Cycle Power has not entered into a contract documenting the terms of the Loan.
`
`Arroyo and Goldfinch cannot avoid production of Life Cycle Power’s documents by
`
`concealing them at a different entity. Moreover, if Life Cycle Power does not have
`
`any formal documentsrelating to the Loan or other issues in the Demand, as Arroyo
`
`14
`
`
`
`and Goldfinch have represented, Life Cycle Power must produce relevant emails and
`
`other informal communications.
`
`33. On June 23, 2022, Bracewell, counsel for Arroyo and Goldfinch,
`
`refused to provide the documents to which JOMA and Mr. Tumaare entitled, and
`
`took the position that the June 17 Demand wasnot properly served on Life Cycle
`
`Powerdespite the fact that Arroyo and Goldfinch controlled Life Cycle Power and
`
`that Arroyo and Goldfinch representatives serve on the Company’s board of
`
`managers. A true and correct copy of Bracewell’s June 23, 2022letter is attached
`
`hereto as Exhibit C.
`
`Goldfinch Purports to Adopt A Written Consent That Contains False
`Information
`
`34. Also on June 23, 2022, Life Cycle Power claimed to have
`
`adopted a written board consent that falsely stated the Company had issued na
`
`additional units between December 2021 and January 2022 for a total consideration
`
`of approximately SH. The June 23 Written Consent also purported to
`
`approvethe issuanceofthe7 units. However, the June 23 Written Consent was
`
`defective for various reasons, including that the Loan wasnotan equity transaction,
`
`no units were issued or authorized between December 2021 and January 2022, any
`
`issuance of units would have required JOMA’s approval pursuant to the Operating
`
`Agreement, and any such issuance would have had to be preceded by a notice to
`
`15
`
`
`
`JOMAofits right to exercise its pre-emptive rights. Such approval was never sought
`
`or received. JOMA wasinformed about the June 23 Written Consent the following
`
`day on June 24, 2022.
`
`The June 28 Demand
`
`35. On June 28, 2022, Mr. Tuma and JOMA sent a revised demand
`
`to Life Cycle Power(the “June 28 Demand”and together with the June 17 Demand,
`
`the “Demands”). The June 28 Demandclarified that both Demandsare directed to
`
`the Company. Mr. Tuma and JOMA onceagain sent the Demand to Goldfinch and
`
`Arroyo because they are controllers of the Company that have representatives on
`
`Life Cycle Power’s board of managers. A true and correct copy of the June 28
`
`Demandis attached hereto as Exhibit D.
`
`36.
`
`Both Demands designated Skadden, Arps, Slate, Meagher &
`
`Flom LLPasits agent under Section 18-305(e) of the Act.
`
`37.
`
`The June 28 Demandreiterated Mr. Tuma and JOMA’s purposes
`
`for seeking the books and records consistent with the June 17 Demand but was
`
`updated to include Goldfinch’s and Arroyo’s subsequent
`
`improper actions:
`
`16
`
`
`
`(a)
`
`Investigating the nature and termsofthe SRE transaction
`
`with Life Cycle Power that Arroyo characterized as a bridge loan
`
`in January 2022 and the June 23 2022 Written Consent and
`
`their potential effects on Life Cycle Power’s financial condition
`
`and operations;
`
`(b)
`
`Investigating the appropriate accounting treatment for the Loan
`
`and the June 23 2022 Written Consent;
`
`(c)
`
`Investigating whether the Company has entered into any
`
`other related-party transactions with Arroyo, Goldfinch or
`
`other members;
`
`(d)
`
`(e)
`
`Investigating the value of JOMA’s interest in Life Cycle Power;
`
`Investigating potential breaches ofthe Operating Agreement and
`
`Employment Agreement, including but not limited to Mr.
`
`Tuma’s purported removal; and
`
`(f)
`
`Ensuring that Mr. Tuma is discharging his duties and
`
`obligations as a manager.
`
`(additions in June 28 Demand in emphases).
`
`17
`
`
`
`38.
`
`To fulfill its stated purposes, the June.28 Demand requested Life
`
`Cycle Power books, records and documents for inspection and copying on various
`
`topics, including:
`
`(a)
`
`Documents purporting to reflect or summarize the Loan’s
`
`purported terms or its capital
`
`treatment (e.g.,
`
`term sheets,
`
`executed contracts, and draft agreements);
`
`(b)
`
`Email communications and documentsrelating to the negotiation
`
`of the Loan with Arroyo or Goldfinch;
`
`(c)
`
`Email communications and documentsrelating to the negotiation
`
`of the Loan with any other personsor entities who were asked to
`
`fund any portion of the SI.
`
`(d)
`
`Email communications or documents reflecting how Goldfinch,
`
`Arroyo or any funds managed by Arroyoreflected the Loan on
`
`their financial statements;
`
`(c)
`
`All other documents, including email communications, relating
`
`to the Loan; and
`
`(f)
`
`All documents relating to the written consent purportedly
`
`adopted by the board of managers on June 23, 2022.
`
`18
`
`
`
`39. On July 6, 2022, in an unsignedletter purportedly transmitted by
`
`“Prime Power Solutions, LLC,” the Company acknowledged receipt of the June 28
`
`Demand and provided five documents and noted that it “is gathering appropriate
`
`responsive documents.” The documents provided were insufficient for multiple
`
`reasons, including, amongotherthings,that they largely did not directly relate to the
`
`Loan. Moreover, the financial statements that the Company provided show that the
`
`Loan was treated as a loan, not equity, thus confirming the need for additional
`
`documents. A true and correct copy ofthis letter is attached hereto as Exhibit E.
`
`40. Also on July 6, Bracewell, counsel for Goldfinch and Arroyo,
`
`acknowledgedreceipt of the June 28 Demand, but once again refused to provide the
`
`requested documents taking the position that Goldfinch and Arroyo would not
`
`provide Life Cycle Power documents in their possession. A true and correct copy
`
`of this letter is attached hereto as Exhibit F.
`
`41. On July 7, 2022, counsel for Mr. Tuma and JOMA requested via
`
`email that Life Cycle Power confirm the documents it intends to produce. Life Cycle
`
`Power’s newly retained counsel respondedthat it was working to identify documents
`
`in the Company’s files that would be responsive. Counsel for Mr. Tuma and JOMA
`
`then asked Life Cycle Power’s counsel to confirm that responsive emails would be
`
`produced, but Life Cycle Power’s counsel stated that they would only produce
`
`19
`
`
`
`responsive materials in Life Cycle Power’s files, which Mr. Tuma and JOMA
`
`understandare limited, and made no mention of emails.
`
`COUNTI
`
`DEMANDFORINSPECTION OF THE COMPANY’S BOOKS AND
`RECORDS UNDER6 Del. C. § 18-305
`
`42. Mr. Tuma and JOMA repeat, reallege and incorporate by
`
`referencethe allegations in the foregoing paragraphsof this Complaintasif fully set
`
`forth herein.
`
`43. Under the LLC Act, members and managersofa limitedliability
`
`company havetheright to obtain information regarding the status of the business
`
`and financial condition of the company and other information regarding the affairs
`
`of the company to the extent that information reasonably relates to the member’s
`
`interest. 6 Del. C. § 18-305(a)-(b). And, as a manager, Mr. Tuma’s right to
`
`information is unfettered in nature.
`
`44. Mr. Tuma and JOMA,a manager and memberof the Company,
`
`respectively, exercised their rights under the LLC Act anddelivered a demand for
`
`inspection of books and records of the Company.
`
`20
`
`
`
`45. Mr. Tuma and JOMA’s Demands fully complied with the
`
`provisions of Section 18-305 of the Act respecting the form and manner
`
`requirements of demandsfor inspection of books and records.
`
`46. Mr. Tuma and JOMA’s stated purposes in making the Demands
`
`are proper under Delaware law andare directly related to their interests as a manager
`
`and memberof Life Cycle Power.
`
`47.
`
`Life Cycle Power has refused to provide Mr. Tuma and JOMA
`
`with the information requested in the Demands and hasno legitimate basis for its
`
`refusal.
`
`48.
`
`Pursuant to Section 18-305 of the Act, the Court should compel
`
`Life Cycle Powerto produce to Mr. Tuma and JOMA all of the documents described
`
`in Paragraph 38.
`
`COUNT II
`
`DEMANDFORINSPECTION OF THE COMPANY’S BOOKS AND
`RECORDS UNDER THE OPERATING AGREEMENT
`
`49. Mr. Tuma and JOMArepeat, reallege and incorporate by
`
`reference the allegations in the foregoing paragraphs of this Complaintasif fully set
`
`forth herein.
`
`21
`
`
`
`50.
`
`Section 7.01 of the Operating Agreement requires Life Cycle
`
`Powerto record financial information and to maintain those books and records.
`
`51.
`
`Section 7.01 of the Operating Agreement further requires Life
`
`Cycle Power to provide Mr. Tuma and JOMAaccessto such books and records upon
`
`request.
`
`52. OnJune 17, 2022 and June 28, 2022, Mr. Tuma and JOMA made
`
`written demands to inspect and copy books and records concerning the financial
`
`condition of Life Cycle Power.
`
`53.
`
`Life Cycle Powerhas refused to make those documents available
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`to Mr. Tuma and JOMA.
`
`54.
`
`Pursuant to Section 7.01 of the Operating Agreement, the Court
`
`should compel Life Cycle Power to produce to Mr. Tuma and JOMA all of the
`
`documents described in Paragraph 37.
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`WHEREFORE,Mr. Tuma and JOMA respectfully request that the
`
`Court issue an order:
`
`(a)
`
`Entering judgment in Mr. Tuma and JOMA’s favor on this
`
`Complaint;
`
`22
`
`
`
`(b)
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`Summarily compelling Life Cycle Power to provide Mr. Tuma
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`and JOMA and its duly authorized representatives with the books and records
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`requested in the Demands, or, alternatively, directing Mr. Tuma and JOMA to
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`inspect and makecopies of the same;
`
`(c) Grant Mr. Tuma and JOMAsuch other and further relief as the
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`Court deemsjust and proper, including the costs and reimbursements ofthis action
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`and reasonable attorneys’ fees.
`
`OF COUNSEL:
`
`Noelle M. Reed
`Wallis M. Hampton
`SKADDEN, ARPS, SLATE,
`MEAGHER & FLOM LLP
`1000 Louisiana Street
`Suite 6800
`Houston, Texas 77002
`Tel.: (713) 655-5122
`
`DATED: July 8, 2022
`
`/s/_Jenness E. Parker
`Jenness E. Parker (ID No. 4659)
`Lauren N. Rosenello (ID No. 5581)
`Peyton V. Carper (ID No. 6646)
`SKADDEN, ARPS, SLATE,
`MEAGHER & FLOM LLP
`One Rodney Square
`P.O. Box 636
`Wilmington, Delaware 19899-0636
`Tel.: (302) 651-3000
`
`Attorneys for PlaintiffJohn Tuma and
`JOMA Management, LLC
`
`23
`
`
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