Contract analysis

Section 1. Organization and Good Standing The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed pursuant to a Certificate of Formation duly filed with the Office of the Secretary of State of the State of Delaware on [●], and the Company has been continuously in existence as a Delaware limited liability company

Section 2. LLC Agreement Attached hereto as Exhibit A is a true, correct, and complete copy of the Limited Liability Company Agreement of Saguaro Flats Solar LLC (the "LLC Agreement"), dated as of [●], as currently in full force and effect as of the date hereof. The LLC Agreement constitutes the sole operating agreement or limited liability company agreement of the Company. The LLC Agreement has not been amended, sup

Section 3. Manager Resolutions Attached hereto as Exhibit B is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by unanimous written consent of Calloway-Briggs Renewables Inc., as the sole Manager of the Company, effective as of [●], 2025, in lieu of a meeting, in accordance with the LLC Agreement and applicable law. The Resolutions authorize and approve, among other things: (i)

Section 4. Incumbency of Authorized Signatories The following persons are the duly elected or appointed officers or authorized representatives of the Company, acting through the Manager, Calloway-Briggs Renewables Inc., each of whom is authorized, pursuant to the Resolutions and the LLC Agreement, to execute and deliver the Transaction Documents and any and all ancillary documents, certificates, instruments, and agre

Section 5. No Conflicts The execution, delivery, and performance by the Company of each of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not: (i) violate, conflict with, or result in any breach of any provision of the LLC Agreement, the Certificate of Formation, or any other organizational or governing document of the Company; (ii) violate any applicable law

Section 6. Full Force and Effect The Certificate of Formation of the Company, as originally filed with the Office of the Secretary of State of the State of Delaware, has not been amended, restated, supplemented, or otherwise modified, and no certificate of amendment, certificate of correction, certificate of merger, certificate of conversion, or certificate of cancellation has been filed with respect to the Company w

Section 7. Governing Law The undersigned acknowledges and confirms that the PPA is governed by and shall be construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The Lender Consent Agreement and the Buyer Guaranty are likewise governed by and construed in accordance with the