Energy Founders Fund v. Daskevich

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
4/10/2026

2026 Tex. Bus. 18

THE BUSINESS COURT OF TEXAS
ELEVENTH DIVISION

ENERGY FOUNDERS FUND, LP, §
§
Plaintiff/Counter-Defendant, §
§
v. §
§
PHILLIP DASKEVICH and CRIS §
CURNUTT DASKEVICH, §
§
Defendants/Counter-Plaintiffs, §
§ Cause No. 26-BC11A-0004
§
PHILLIP DASKEVICH and CRIS §
CURNUTT DASKEVICH, both §
individually, and derivatively on §
behalf of GAGE WESTERN LLC, §
§
Third-Party Plaintiffs, §
§
v. §
§
GAGE WESTERN LLC, et al., §
§
Third-Party Defendants. §
═══════════════════════════════════════════════════════
MEMORANDUM OPINION AND ORDER ON MOTIONS FOR
SUMMARY JUDGMENT ON INTERPRETATION OF COMPANY AGREEMENT
═══════════════════════════════════════════════════════
INTRODUCTION

¶ 1. The Court considers four motions for partial summary judgment, all

turning on the same issue of contract interpretation. Plaintiff Energy Founders

Fund, LP (“EFF”) and Third-Party Defendant John Donovan, Jr.—the Class A

Director of Gage Western, LLC (the “Company”)—advance one reading of the

Company Agreement. 1 Defendants and Third-Party Plaintiffs Phillip Daskevich and

Cris Curnutt Daskevich urge the opposite view. 2

¶ 2. The dispute is narrow, but consequential. Under Gage Western’s Third

Amended and Restated Limited Liability Company Agreement (the “Company

Agreement”), does a transfer of membership units—including one that would

transfer 100% of the Company’s equity—require only a majority vote of the Board of

Directors (“Board Approval”) under Section 9.2? Or does it also require the consent

of both the Class A and Class B Directors (“Special Director Approval”) under

Section 7.2(c)(ii)?

¶ 3. Because the competing motions rise or fall on the same contractual

language, the Court addresses them together. The answer, in the Court’s view, is

1
EFF’s Motion for Partial Summary Judgment on Interpretation of Company Agreement was filed in the
district court on April 14, 2025. Donovan’s Motion for Partial Summary Judgment was filed in the district
court on October 31, 2025.
2
The Daskeviches’ cross-motions to EFF’s and Donovan’s motions were filed in the district court on June
10, 2025 and in this Court on March 13, 2026, respectively. Due to overlapping arguments, unless otherwise
indicated in this opinion, any citations to the Daskeviches’ “cross-motion” are to the cross-motion filed in
response to EFF’s motion.
MEMORANDUM OPINION AND ORDER, PAGE 2
straightforward: Section 9.2 requires Board Approval and nothing more. EFF’s and

Donovan’s motions are therefore GRANTED, and the Daskeviches’ cross-motions

are DENIED. 3

¶ 4. The Court notes an important limitation on the scope of this ruling. The

parties’ briefing largely assumes that the transaction at issue qualifies as a

“Controlling Sale” to a non-“Affiliate” under Section 9.2(c)—an issue that will

likely determine whether the Agreement’s drag-along provisions were properly

invoked. Because that issue is the subject of a separate summary-judgment motion

that the Court has not yet considered, the Court expresses no view on it here. It

remains a question for another day.

BACKGROUND FACTS

¶ 5. The relevant facts are undisputed. At the center of the controversy is

the Company Agreement dated March 3, 2020, which governs the parties’ respective

rights and obligations. 4 EFF and the Daskeviches, in their individual capacities,

signed the Agreement. 5

3
The district court held a hearing on EFF’s motion and the Daskeviches’ respective cross-motion but did not
issue a ruling. At a March 3, 2026 case management conference in the Business Court, the parties agreed that
all motions carried over from the district court, and the Daskeviches’ cross-motion to Donovan’s motion,
would be decided on written submission.
4
The Company Agreement is included in the summary-judgment record as Exhibit B to EFF’s Motion for
Partial Summary Judgment and as Exhibit A to the Daskeviches’ cross-motion.
5
See signature pages to Company Agreement.
MEMORANDUM OPINION AND ORDER, PAGE 3
¶ 6. The Agreement vests management authority in a three-member Board

of Directors consisting of a Class A Director, a Class B Director, and a Management

Director. 6 “Board Approval” is defined as the “affirmative approval of a simple

majority of the Directors on the Board.” 7 Unless otherwise specified, that simple

majority vote is the default approval mechanism under the Company Agreement. 8

¶ 7. At all relevant times, the Board consisted of John Donovan (Class A

Director), Phillip Daskevich (Class B Director), and Jonathan Tauber (Management

Director). Each was entitled to one vote. 9

¶ 8. EFF and the Daskeviches were significant equity holders. The record

reflects that EFF and affiliated Class A members collectively held a majority

ownership interest, while the Daskeviches, through their Class B units, held a

substantial minority stake. 10

¶ 9. Section 9.2 of the Agreement governs transfers of membership units. It

provides that “no Member shall Transfer all or any part of such Member’s Units

without prior Board Approval . . . .” 11 The same section also contains a “drag-along”

6
Company Agreement § 7.1.
7
Id. § 1.8.
8
Id. § 2.3(d); see also id. § 7.1(a) (“Any decisions to be made by the Board shall require Board Approval, except
as otherwise expressly provided herein.”).
9
Id. § 7.1(a).
10
Id. at Schedule 1.
11
Id. § 9.2(a)(i).
MEMORANDUM OPINION AND ORDER, PAGE 4
provision permitting certain transactions—referred to as “Controlling Sales”—to

require other members to sell their units on the same terms. 12

¶ 10. On August 7, 2024, EFF initiated a transaction to sell its units to a

newly formed entity, GW Allen, LLC (“GW Allen”). 13 In its Notice of Transfer, EFF

characterized the transaction as a “Controlling Sale,” which, if approved, would

trigger drag-along rights and require all other members to sell their units on the same

terms. In practical effect, this would transfer 100% of the Company’s equity.

¶ 11. On September 3, 2024, the Board voted on the proposed transfer. 14

Donovan and Tauber voted in favor. Daskevich, the Class B Director, voted against

the transfer, asserting that the transaction required Special Director Approval under

Section 7.2(c)(ii).

¶ 12. The transaction nevertheless proceeded and closed in November 2024.

This dispute followed.

LEGAL STANDARD

¶ 13. Summary judgment is governed by Texas Rule of Civil Procedure 166a.

A movant “bears the burden to show that no genuine issue of material fact exists and

12
Id. § 9.2(c). A “drag-along” provision permits specified equity holders—typically a majority owner—to
require other owners to participate in a sale of the company on the same terms. Primexx Energy Opportunity
Fund, LP v. Primexx Energy Corp., 2025 Tex. Bus. 9, ¶ 2, 709 S.W.3d 619, 628 (1st Div.). In effect, it allows
the majority to “drag along” minority holders so that a third-party buyer can acquire the entire company
without needing each individual owner’s consent.
13
Notice of Transfer of Units, Ex. B to Daskeviches’ Cross-mot.
14
Board of Managers Meeting Minutes, Ex. R to EFF’s Mot., at 2.
MEMORANDUM OPINION AND ORDER, PAGE 5
that it is entitled to judgment as a matter of law.” 15 The nature of that burden varies

by posture. A plaintiff must conclusively establish all essential elements of its

claim. 16 A defendant must either conclusively negate at least one element of the

plaintiff’s claim or prove all elements of an affirmative defense. 17

¶ 14. In evaluating whether a fact issue exists, a court takes as true all

evidence favorable to the nonmovant, indulges every reasonable inference in the

nonmovant’s favor, and resolves any doubts against the movant. 18 A court may not

weigh the evidence or resolve credibility determinations at this stage; its role is

limited to deciding whether a genuine fact issue exists for trial. 19

¶ 15. Questions of contract interpretation are often well suited for summary

judgment. 20 In construing a contract, the Court’s objective is to ascertain and give

effect to the parties’ intent as expressed in the agreement itself. 21 To do so, the Court

considers the contract as a whole, harmonizing and giving effect to all provisions so

that none are rendered meaningless. 22

15
ConocoPhillips Co. v. Koopmann, 547 S.W.3d 858, 865 (Tex. 2018) (citing TEX. R. CIV. P. 166a(c)).
16
See MMP, Ltd. v. Jones, 710 S.W.2d 59, 60 (Tex. 1986) (per curiam).
17
Stanfield v. Neubaum, 494 S.W.3d 90, 96 (Tex. 2016).
18
ConocoPhillips, 547 S.W.3d at 865.
19
Huckabee v. Time Warner Ent. Co. L.P., 19 S.W.3d 413, 422–23 (Tex. 2000); see also Ortega v. Pean, No.
01-18-00249-CV, 2019 WL 1560859, at *10 (Tex. App.—Houston [1st Dist.] Apr. 11, 2019, pet. denied)
(mem. op.) (“[I]f a summary judgment motion involves the credibility of affiants, or the weight to be given to
evidence, the motion should not be granted.” (internal quotation marks omitted)).
20
See Hallmark v. Port/Cooper-T. Smith Stevedoring Co., 907 S.W.2d 586, 590 (Tex. App.—Corpus Christi-
Edinburg 1995, no writ); Tellepsen Builders, L.P. v. Kendall/Heaton Assocs., Inc., 325 S.W.3d 692, 696 (Tex.
App.—Houston [1st Dist.] 2010, pet. denied).
21
Italian Cowboy Partners v. Prudential Ins., 341 S.W.3d 323, 333 (Tex. 2011); J.M. Davidson, Inc. v.
Webster, 128 S.W.3d 223, 229 (Tex. 2003).
22
Italian Cowboy, 341 S.W.3d at 333.
MEMORANDUM OPINION AND ORDER, PAGE 6
¶ 16. This analysis begins—and ideally ends—with the contract’s plain

language. 23 If the language is susceptible to a definite or certain legal interpretation,

then it is unambiguous and must be enforced as written. 24 If, on the other hand, the

contract is susceptible to more than one reasonable interpretation, it is

ambiguous. 25 Only in that circumstance may the court consider extraneous evidence

“to determine the true meaning of the instrument.” 26

¶ 17. These principles apply equally to limited liability company

agreements. 27 Such agreements govern an LLC’s internal affairs and may include

“any provisions for the regulation and management” of the LLC’s affairs that are not

inconsistent with law. 28 The Court construes such agreements as a whole and gives

their terms their plain, ordinary, and accepted meanings unless the agreement itself

indicates a different or technical usage. 29 When the provisions of a company

agreement are unambiguous, a court must enforce them as written. 30

ANALYSIS

A. Section 9.2 governs transfers and requires only Board Approval

23
Id. (citing Progressive Cnty Mut. Ins. Co. v. Kelley, 284 S.W.3d 805, 807 (Tex. 2009) (per curiam)).
24
J.M. Davidson, 128 S.W.3d at 229.
25
Italian Cowboy, 341 S.W.3d at 333 (citing J.M. Davidson, 128 S.W.3d at 229).
26
Id. at 333–34 (quoting David J. Sacks, P.C. v. Haden, 266 S.W.3d 447, 450–51 (Tex. 2008) (per curiam)).
27
Bay Area RV Parks, L.L.C. v. WGB RV Parks, LLC, No. 01-21-00085-CV, 2023 WL 2248738, at *6 (Tex.
App.—Houston [1st Dist.] Feb. 28, 2023, pet. denied) (mem. op.) (citing Abdullatif v. Choudhri, 561 S.W.3d
590, 609–10 (Tex. App.—Houston [14th Dist.] 2018, pet. denied)).
28
TEX. BUS. ORGS. CODE § 101.052(a), (d); Bay Area RV Parks, L.L.C., 2023 WL 2248738, at *6.
29
See Bay Area RV Parks, L.L.C., 2023 WL 2248738, at *6 (citing URI, Inc. v. Kleberg Cnty., 543 S.W.3d
755, 764 (Tex. 2018)).
30
See id.
MEMORANDUM OPINION AND ORDER, PAGE 7
¶ 18. The parties agree on one point: Section 9.2 governs transfers of

membership units. They part ways on what that provision requires.

¶ 19. EFF and Donovan read Section 9.2 as self-contained. In their view, the

analysis begins and ends with the plain text: transfers require “Board Approval,”

defined as a simple majority vote. 31

¶ 20. The Daskeviches see more. They do not dispute that Section 9.2

requires Board Approval. Their position is that Section 7.2(c)(ii) adds a second

requirement—namely, that any “material agreement” involving a member also

requires approval by both the Class A and Class B Directors. Because a Controlling

Sale is necessarily implemented through a purchase agreement involving a member,

they contend that both provisions apply, creating a dual-approval regime. 32

¶ 21. The question, then, is not whether Section 9.2 applies—it does. Rather,

the question is whether Section 7.2(c)(ii) also applies and adds a second layer of

approval. The Court concludes it does not.

¶ 22. The starting point is the transfer provision itself. Section 9.2 provides

that a member may not transfer its units without “Board Approval.” The Agreement

defines “Board Approval” as the “affirmative approval of a simple majority of the

31
EFF’s Mot. ¶¶ 11–14; Donovan’s Mot. ¶¶ 14–19.
32
Daskeviches’ Cross-mot. ¶¶ 4, 24–26, 28.
MEMORANDUM OPINION AND ORDER, PAGE 8
Directors of the Board.” That is the complete rule. It identifies the subject

(transfers), the decisionmaker (the Board), and the voting standard (majority vote).

¶ 23. It is also the only rule the parties wrote for transfers. Article 9 is called,

plainly enough, “Transfers.” And nowhere in Article 9 does it cross-reference or

mention Section 7.2. Nor does it distinguish between routine transfers and large or

transformative ones, or carve out special approval rights for particular directors.

Those omissions matter. When parties intend layered approval rights, they say so.

¶ 24. When a contract speaks directly to the issue in dispute, the Court’s task

is not to improve it, but to enforce it. 33

¶ 25. The Daskeviches emphasize that the sale to GW Allen was no ordinary

transfer—it was a “Controlling Sale” that swept the entire Company into a single

transaction. That is true, but beside the point. The Agreement itself places

“Controlling Sales” within Section 9.2. This same section also contains the “tag

along” and “drag along” provisions for transfers. The parties thus chose to treat

even the most consequential, drag-along transactions as “transfers” subject to the

same approval mechanism.

33
See URI, 543 S.W.3d at 767 (recognizing that courts have responsibility to “honor the parties’ agreement
without altering it” (internal quotation marks omitted)); BlueStone Nat. Res. II, LLC v. Randle, 620 S.W.3d
380, 387 (Tex. 2021) (“An unambiguous contract—one whose meaning is certain and definite—will be
enforced as written.”).
MEMORANDUM OPINION AND ORDER, PAGE 9
¶ 26. The Court declines to create a second, unwritten approval regime for

“important” transfers. The Agreement already supplies the applicable standard, and

that standard is Board Approval.

B. Section 7.2(c)(ii) does not apply to member transfers

¶ 27. The Daskeviches’ argument ultimately rests on applying Section

7.2(c)(ii) to the transfer analysis. That provision requires “Special Director

Approval” before the Company may enter into any “material agreement[s]” with a

member. The relevant language states:

Notwithstanding any other provision of this Agreement, the Company
or any of its Subsidiaries shall not do (or consent to) any of the
following, either directly or indirectly . . . without the approval of the
Class A Director and the Class B Director: . . . (ii) amend or enter into
any material agreement to which any Member or its Affiliate is a
party . . . . 34

¶ 28. The Daskeviches argue that because the challenged transfer involved a

material agreement to which a member was a party, Section 7.2(c)(ii) imposed an

additional requirement of approval by both the Class A Director and the Class B

Director. 35

¶ 29. The difficulty with the Daskeviches’ position is that Section 7.2(c)(ii),

by its own terms, regulates actions taken by “the Company or any of its

Subsidiaries.” Section 9.2, by contrast, governs when a “Member shall Transfer”

34
Company Agreement § 7.2(c)(ii).
35
Daskeviches’ Cross-mot. ¶ 28.
MEMORANDUM OPINION AND ORDER, PAGE 10
units. 36 The Agreement thus draws a clear line between Company actions in Section

7.2 and member transfers in Section 9.2—and assigns different approval regimes to

each. Different actors. Different conduct. Different rules.

¶ 30. This distinction is dispositive. The Agreement is organized by subject

matter. Article 7 addresses how the Company acts; Article 9 addresses how members

transfer their interests. The transaction at issue fits comfortably within Article 9.

The Company is neither the buyer nor seller of EFF’s units and therefore has taken

no action within the meaning of Section 7.2.

¶ 31. The Daskeviches’ interpretation would collapse that distinction. Under

their reading, every transfer would also be a “material agreement” involving a

member—because every transfer is implemented through a purchase agreement

involving a member. 37 But if Section 7.2(c)(ii) applied in every instance, it would

render Section 9.2 meaningless. 38 There would be little reason to specify in Section

9.2 that transfers require only a simple majority of the Board if Special Director

Approval is always required under Section 7.2. After all, the Class A and Class B

36
“Transfer” means “any direct or indirect sale, assignment, conveyance, pledge, encumbrance or mortgage
by a Member or its successor of all or any portion of such Member’s or successor’s Units, whether occurring
voluntarily or by operation of law.” Company Agreement § 1.8. Definitionally, Transfers are acts taken by
the Members, not by the Company.
37
See Daskeviches’ Reply at 3 (“EFF’s narrow distinction between ‘member-level’ and ‘company-level’
transactions ignores that any transfer under Article 9, including a Controlling Sale, necessarily involves
formal Company action. . . . This required Company action—approving or rejecting the proposed transfer and
issuing such resolution—constitutes explicit corporate consent and triggers Section 7.2(c)(ii).”).
38
See Bd. of Regents of Univ. of Texas Sys. v. IDEXX Lab’ys, Inc., 691 S.W.3d 438, 447 (Tex. 2024)
(emphasizing that contracts must be read to give “operative significance” to all the provisions and ensure
“[e]ach . . . does independent work” (alteration in original) (quoting Pulsifer v. United States, 601 U.S. 124,
141–42 (2024))).
MEMORANDUM OPINION AND ORDER, PAGE 11
Director votes needed for Special Director Approval would be a simple majority

every time, so the parties could have just said in Section 9.2 that Special Board

Approval is required for all transfers. They did not.

¶ 32. Contracts are not read that way. Courts must give effect to every

provision—not to let one swallow another. The only reading that preserves both

provisions is the straightforward one: Section 9.2 governs transfers, while Section

7.2(c)(ii) governs Company actions. Each operates in its own lanes.

C. The structure of the Company Agreement confirms that transfers require only
Board Approval

¶ 33. At bottom, the Daskeviches’ argument sounds in fairness. They

emphasize their status as minority owners, point to the practical consequences of

the transaction, and warn that EFF’s reading leaves minority members exposed in a

drag-along sale. 39 Those concerns are understandable, but they do not alter the

Court’s analysis. The Court’s task is not to rewrite the contract to achieve the most

equitable outcome, but to enforce the bargain the parties made.

¶ 34. And the Agreement does provide protections—just not a veto over

transfers.

¶ 35. Article 9 reflects a deliberate structure. It addresses both (i) how

transfers are approved and (ii) how fairness among members is preserved when

39
See Daskeviches’ Cross-mot. ¶¶ 6, 27, 32.
MEMORANDUM OPINION AND ORDER, PAGE 12
transfers occur. Section 9.2(a)(i) supplies the approval rule—Board Approval.

Section 9.2(a)(ii) addresses how other members are protected when a transfer is

proposed.

¶ 36. The centerpiece of that protection is the Right of First Offer

(“ROFO”). 40 It gives existing members the right to match a proposed sale before

units may be transferred to a third party. 41 In practical terms, it allows minority

members to block a sale at an unacceptable price by stepping into the deal

themselves. The Agreement goes even further: its drag-along provisions do not apply

“unless the bona fide third party offer exceeds the amount of any offers submitted by

the other Members pursuant to Section 9.2(a)(ii).” 42 In other words, the ROFO sets

a floor for an acceptable price in a third-party transfer.

¶ 37. This is no small protection. While it is true the ROFO does not empower

a minority holder to block a sale outright, it does address the central risk inherent in

any drag-along sale—the possibility of being forced out at an unfair valuation. That

is the protection the parties bargained for.

40
Company Agreement § 9.2(a)(ii), (c).
41
See Soren Lindstrom & Lindsey Reighard, How to Protect Yourself as a Minority Shareholder, in State Bar
of Tex., 14th Annual Advanced Bus. L. Course (2016) (“Pre-emptive rights (also commonly known as rights
of first offer) entitle minority shareholders to purchase their pro rata share or more of future equity
issuances . . . by the company, subject to customary exceptions. . . . Any ownership interests subject to
preemptive rights that are not purchased by the minority shareholder typically may be issued within a
specified period of time (e.g., 90 days) to another person on and subject to substantially the same terms and
conditions and at the same price as those offered to the minority shareholders.”).
42
Company Agreement § 9.2(c).
MEMORANDUM OPINION AND ORDER, PAGE 13
¶ 38. That is also the process that played out here. In its Notice of Transfer

dated August 7, 2024, EFF announced it had agreed to sell its member units for $4.5

million. 43 The Notice referred to the “ROFO Opportunity” for other members and

stated that EFF would exercise its drag-along rights only if “the Bona Fide Offer

exceeds the amount of any offers submitted by a Minority Member through its ROFO

Opportunity . . . .” 44 A month later, the Board Minutes for September 3, 2024 reflect

that Phillip Daskevich “acknowledges that the date that the ROFO expires is

November 10 . . . .” 45

¶ 39. That sequence is how the Agreement is designed to operate. If the

parties had intended to give the Class B Director a veto over transfers, they could

have said so in Section 9.2. Instead, they paired a majority-approval rule with an

economic backstop in the ROFO. The Court, absent express language in the

Company Agreement, will not convert that backstop into a veto.

D. Section 7.4(d) does not change the analysis

¶ 40. The Daskeviches also rely on Section 7.4(d), which addresses quorum

and voting procedures. 46 That provision states, in substance, that when Section 7.2

applies, its requirements cannot be bypassed through Board mechanics. 47

43
Notice of Transfer of Units.
44
Id.
45
Board of Managers Meeting Minutes at 1.
46
Daskeviches’ Cross-mot. ¶¶ 29–31.
47
See Company Agreement § 7.4(d).
MEMORANDUM OPINION AND ORDER, PAGE 14
¶ 41. But that is all that provision does. Section 7.4(d) does not expand the

universe of actions to which Section 7.2 applies; it simply preserves such

requirements where they otherwise exist. The Daskeviches acknowledge this in their

briefing: “Section 7.4(d) confirms that ordinary Board Approval is still insufficient

if Section 7.2 is applicable.” 48

¶ 42. Because Section 7.2(c)(ii) does not apply to member transfers, Section

7.4(d) has no operative effect.

E. The “notwithstanding” clause does not alter the result

¶ 43. Finally, the Daskeviches invoke the “notwithstanding any other

provision” clause in Section 7.2(c)(ii). 49 That clause gives priority to Section

7.2(c)(ii) in the event of a conflict. 50 In the Daskeviches’ view, this means the

provisions of Section 7.2 must control over Section 9.2.

¶ 44. The flaw in that reasoning is that there is no conflict. As discussed,

Section 9.2 and Section 7.2 address different actors and different conduct. Those

provisions can readily coexist without conflict, leaving no work for the

“notwithstanding” clause to do.

48
Daskeviches’ Reply in Supp. of Cross-mot. (to Donovan’s Mot.) ¶ 15 (emphasis added).
49
Daskeviches’ Cross-mot. ¶¶ 24–25.
50
Company Agreement § 7.2(c)(ii) (“Notwithstanding any other provision of this Agreement, the Company
or any of its Subsidiaries shall not do (or consent to) any of the following, either directly or indirectly . . . at
any time, without the approval of the Class A Director and the Class B Director . . . amend or enter into any
material agreement to which any Member or its Affiliate is a party . . . .”).
MEMORANDUM OPINION AND ORDER, PAGE 15
DISPOSITION

¶ 45. Because the Company Agreement unambiguously provides that

transfers under Section 9.2 require Board Approval, and because Board Approval

means approval by a simple majority of the Board, the September 3, 2024 vote was

valid and effective under the Agreement.

¶ 46. It is therefore ORDERED that the Motion for Partial Summary

Judgment filed by Plaintiff Energy Founders Fund, LP and the Motion for Partial

Summary Judgment filed by John Donovan, Jr. are GRANTED.

¶ 47. It is further ORDERED that:

a) Under Section 9.2 of the Company Agreement, a transfer of units

requires Board Approval.

b) Under the Company Agreement, “Board Approval” means approval

by a simple majority of the Board of Directors.

c) Section 7.2(c)(ii) of the Company Agreement does not require

separate approval by both the Class A Director and the Class B

Director for a transfer governed by Section 9.2.

d) The September 3, 2024 approval of EFF’s transfer by a majority of

the Board was valid and effective under the Company Agreement.

¶ 48. It is further ORDERED that the Daskeviches’ Cross-Motions for

Partial Summary Judgment are DENIED.

MEMORANDUM OPINION AND ORDER, PAGE 16
IT IS SO ORDERED.

BRIAN STAGNER
Judge of the Texas Business Court,
Eleventh Division, sitting by
assignment

DATED: April 10, 2026

MEMORANDUM OPINION AND ORDER, PAGE 17