Contract analysis

Section 1. Certification of Authority and Capacity The undersigned hereby certifies that she is the duly elected, qualified, and acting Co-Founder, Chairwoman, and Chief Executive Officer of Calloway-Briggs Renewables Inc. The undersigned has held such positions continuously since the incorporation of CBR and continues to serve in such capacities as of the date hereof. The undersigned is fully authorized to execute a

Section 2. Certification of Representations and Warranties The undersigned hereby certifies that each of the representations and warranties made by CBR in the LLC Agreement, the Contribution Agreement, and each other Transaction Document to which CBR is a party is true and correct in all material respects as of the date hereof, February 20, 2024, with the same force and effect as though each such representation and w

Section 3. Certification Regarding the Project Portfolio The undersigned hereby certifies that the Project Portfolio, consisting of eight (8) utility-scale solar photovoltaic development projects with an aggregate nameplate direct current ("DC") capacity of approximately one thousand two hundred megawatts (1,200 MW DC), is being contributed by CBR to the Company as of the Closing Date at an agreed-upon valuation of N

Section 4. Certification of Compliance with Covenants The undersigned hereby certifies that CBR has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by CBR under the Transaction Documents on or prior to the Closing Date, including, without limitation, the following: (a) Ordinary Course of Business. CBR has conducted its business

Section 5. Certification of Satisfaction of Closing Conditions The undersigned hereby certifies that, to the knowledge of CBR (after due inquiry), all conditions precedent to the obligations of CBR and Lumen Ridge to consummate the closing of the transactions under the LLC Agreement and the Contribution Agreement have been satisfied (or, to the extent permitted by the terms of the Transaction Documents, duly waived)

Section 6. Certification of No Material Adverse Effect The undersigned hereby certifies that, since the Signing Date (December 4, 2023) through and including the Closing Date (February 20, 2024), no event, change, occurrence, circumstance, development, condition, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect o

Section 7. Certification of Incumbency of Authorized Signatories The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers or authorized representatives of CBR as set forth below, that each such person held the title set forth opposite his or her name as of the Signing Date (December 4, 2023) and continues to hold such title on the Closing Date (Febr

Section 8. No Litigation The undersigned hereby certifies that, as of the Closing Date (February 20, 2024), there is no action, suit, claim, arbitration, proceeding, hearing, investigation, charge, complaint, demand, or inquiry (each, a "Proceeding") pending or, to the knowledge of CBR (after due inquiry), threatened in writing against CBR or any of its subsidiaries, affiliates, officers, or directors, or against or

Section 9. Reliance; Governing Law Reliance. This Officer's Certificate is being delivered to Lumen Ridge Infrastructure Partners LLC for its benefit and reliance in connection with the closing of the transactions contemplated by the Transaction Documents. In addition, this Certificate is being delivered to (a) Continental Fiduciary Trust Company, in its capacity as escrow agent under the Escrow Agreement, and (b) Tr