Contract analysis

From: Derek Okonkwo <dokonkwo@calderwoodharkness.com> To: Megan Chu <mchu@calderwoodharkness.com> Cc: Sandra Tung <stung@calderwoodharkness.com> Date: Sat, 10 Feb 2024 04:17:00 -0000 Subject: Solstice Plateau Energy Holdings LLC — Closing Deliverables Status Update [C&H Matter No. 48172.001]

With the scheduled closing date of February 15, 2024 approaching, I wanted to circulate an updated status report on outstanding closing deliverables for the formation of Solstice Plateau Energy Holdings LLC, the joint venture between Calloway-Briggs Renewables Inc. ("CBR") and Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"). As a reminder, the JV Agreement was signed on December 4, 2023, and the JV entity — S

The final outstanding environmental/development permit — the Brazos Point project permit (Wharton County, TX; 120 MW) — was received on January 10, 2024. With that in hand, all eight projects in the portfolio (Red Mesa Solar I, Red Mesa Solar II, Cimarron Flats, Lone Star Prairie, Brazos Point, Sangre del Sol I, Sangre del Sol II, and Sonoran Ridge) are now fully permitted. This was the last material permit condition

Early termination of the HSR waiting period was granted on November 8, 2023 (HSR Transaction Number 20231018-CBR-LRI; original filing date October 18, 2023). No further antitrust action is required.

**3. Cascadia Growth Equity Fund III Consent — COMPLETED**

Written consent from Cascadia Growth Equity Fund III, L.P. (Owen Charbonneau, Managing Director) was obtained on November 20, 2023, satisfying the requirement under CBR's existing stockholders' agreement for Cascadia's approval of the JV formation.

Both members funded their respective cash contributions into escrow on February 5, 2024, as scheduled:

- CBR: $60,000,000 - Lumen Ridge: $150,000,000 - Escrow Agent: Continental Fiduciary Trust Company (escrow account reference CFT-2024-00847)

Funds will be released upon satisfaction of remaining closing conditions and joint written instruction from the parties.

**5. Trident National Bank Credit Facility — COMPLETED**

The commitment letter from Trident National Bank, N.A. (Patricia Henning, Managing Director) was executed on January 22, 2024 (reference TNB-EIF-2024-0193). Key terms: project-level credit facility of up to $480,000,000; 7-year term; SOFR + 175 bps; non-recourse to members. Our review letter was delivered to CBR on January 25, 2024.

**6. Certificate of Formation Filing — PENDING / SCHEDULED**

The Certificate of Formation for Solstice Plateau Energy Holdings LLC is scheduled to be filed with the Delaware Secretary of State on February 19, 2024. The registered agent will be Peachtree Corporate Services, Inc., 1209 Orange Street, Suite 300, Wilmington, DE 19801. I am coordinating directly with Peachtree to confirm filing logistics and will report back once the filing is confirmed. Please note the timing impl

- *Calderwood & Harkness LLP opinion (on behalf of CBR):* Being finalized internally; James Prentice will deliver at closing. - *Haverford, Quinn & Steele LLP opinion (on behalf of Lumen Ridge):* Greg and Joanna — could you please confirm the current status and expected delivery timeline for the HQS opinion?

**8. Officer's and Secretary's Certificates (CBR) — IN PROGRESS**

- *Officer's Certificate:* To be executed by Margaret Calloway (CEO, CBR) at closing, certifying accuracy of representations and warranties, compliance with covenants, satisfaction of conditions, and incumbency. - *Secretary's Certificate:* Certifying CBR's organizational documents and board resolutions authorizing the transaction. This is in final form and will be executed at closing.

Rebecca — please coordinate internally on timing for execution of both certificates so that we have them ready to go on the closing date.

**9. Good Standing Certificates — IN PROGRESS**

- *CBR:* Certificate of good standing from the Texas Secretary of State (TX SOS File Number 0801647392) has been ordered and is expected to be received by February 12, 2024, which will be within the required 10-day-prior-to-closing window. - *Lumen Ridge:* Greg / Joanna — could you confirm the status of Lumen Ridge's certificate of good standing from the Delaware Secretary of State?

**10. Counterparty Closing Deliverables (Lumen Ridge)**

Greg and Joanna — in addition to the opinion and good standing certificate noted above, please confirm the status of Lumen Ridge's officer's and secretary's certificates and any other Lumen Ridge closing deliverables on your end. Happy to set up a call if it would be helpful to walk through the full list together.

**11. Insurance Confirmation — IN PROGRESS**

The builder's risk and commercial property insurance program has been arranged by Blackthorn Risk Advisors LLC (Garrett Yoon) with Ironclad Mutual Insurance Co. (policy BRX-2024-SP-00412). Our insurance review memo was circulated on January 30, 2024. Please confirm that the additional insured endorsements naming both CBR and Lumen Ridge are being processed and will be in place by closing.

**12. Funds Flow Memorandum — IN PROGRESS**

The funds flow memorandum is being finalized and will be circulated shortly. It will detail the release of escrowed funds from Continental Fiduciary Trust Company to Solstice Plateau's operating account at Trident National Bank upon closing, along with all related wire instructions and flow-of-funds mechanics.

I want to flag a timing issue for the group's attention. As noted above, the Certificate of Formation filing for Solstice Plateau is scheduled for February 19, 2024. Because the JV entity will not legally exist until that filing is accepted, closing cannot occur on the currently scheduled date of February 15. I would suggest that the parties plan for closing on or about February 20, 2024, to allow a one-day cushion f

Megan and I are maintaining the comprehensive closing checklist and will circulate an updated version later this week reflecting the current status of all deliverables and the adjusted closing timeline.

- **Greg / Joanna (HQS):** Please confirm the status of Lumen Ridge's closing deliverables, including the legal opinion, officer's and secretary's certificates, and Delaware good standing certificate. - **Rebecca (CBR):** Please coordinate execution of CBR's officer's and secretary's certificates with Margaret Calloway's office. - **Amanda (Lumen Ridge):** Please confirm that Lumen Ridge is prepared on its side of cl

Happy to jump on a call if anyone has questions or wants to discuss any of the above. Please don't hesitate to reach out.

**Derek Okonkwo** Associate Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, TX 77002 T: (713) 555-4829 E: dokonkwo@calderwoodharkness.com

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