Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") review of title commitments, ALTA/NSPS land title surveys, and related real property documentation provided by Meridian Land Title Company ("Meridian" or the "Title Company"), based in Dallas, Texas, for the eight utility-scale solar photovoltaic development projects (collectively, the "Project Portfolio" or the "Projec

II. SCOPE OF REVIEW A. Documents Reviewed In preparing this memorandum, C&H reviewed the following categories of documents, all of which were provided through the electronic data room established for this transaction or delivered directly by Meridian Land Title Company, CBR, and their respective advisors:

1. Title Commitments. Commitments for title insurance issued by Meridian Land Title Company for each of the eight project sites. The commitment effective dates range from September 4, 2023 to October 17, 2023. Each commitment was issued by Meridian's Dallas, Texas office and underwritten by a nationally recognized title insurance underwriter. A complete schedule of title commitment numbers, effective dates, and propo

2. ALTA/NSPS Land Title Surveys. ALTA/NSPS land title surveys for each of the eight project sites, prepared by licensed professional land surveyors engaged by Meridian Land Title Company in the applicable state jurisdictions. Survey dates range from August 2023 to October 2023. A complete schedule of surveys, survey dates, surveyor names, and license numbers is set forth in Appendix B.

3. Ground Lease Agreements and BLM Lease Instruments. Private ground lease agreements for the six Texas and Arizona project sites, together with BLM right-of-way grants and solar energy lease instruments for the two New Mexico project sites. A schedule of all lease and grant instruments, including recording information, is set forth in Appendix C.

4. Memoranda of Lease. Memoranda of lease recorded in the applicable county real property records for each private ground lease site, establishing constructive notice of CBR's leasehold interests.

5. Fee Ownership Chain-of-Title Abstracts. Underlying fee ownership chain-of-title abstracts for each project site, tracing ownership of the fee interest (and, where applicable, the severed mineral estate) through the relevant chain of title as reflected in the county records.

6. UCC Search Results. Uniform Commercial Code search results at both the state level (Secretary of State filings) and the county level (county clerk filings) for each project site, covering CBR as debtor and, where applicable, the fee owners of the project sites.

7. Tax Lien and Judgment Search Results. Federal and state tax lien search results and judgment search results for the applicable counties, covering CBR and the fee owners of the project sites.

8. Existing Easements, Rights-of-Way, and Access Agreements. Copies of all existing easements, rights-of-way, and access agreements identified in the title commitments or otherwise disclosed by CBR, including utility easements, pipeline easements, road easements, water well easements, drainage easements, and transmission line rights-of-way.

9. Recorded Instruments Referenced as Exceptions. Copies of all recorded instruments referenced as specific exceptions in Schedule B of each title commitment, including mineral reservations, surface waiver agreements, deed restrictions, and other encumbrances. B. Jurisdictions and Counties Covered The eight Projects are located across six counties in three states as follows: Texas (five projects; four counties): • Pe

1. Not a Formal Title Opinion. This memorandum is a summary of our due diligence review and is prepared for internal use by the C&H deal team and CBR's in-house counsel and corporate development personnel. It does not constitute and should not be relied upon as a formal title opinion, and it is not intended to serve as a substitute for the title insurance to be procured in connection with the closing of the contribut

2. Governing Law. The title commitments, lease instruments, and recorded documents reviewed herein are governed by the laws of the State of Texas, the State of New Mexico, the State of Arizona, and federal law (with respect to BLM-administered lands), as applicable. Our review has been conducted with reference to the applicable law in each jurisdiction, but we have not undertaken a comprehensive analysis of any state

3. Mineral Rights and Subsurface Interests. Our review of mineral rights and subsurface interests is limited to the extent such interests are disclosed in the title commitments and the recorded instruments provided to us. A separate, comprehensive mineral title examination is not within the scope of this engagement. Where mineral estates have been severed from the surface estate, we have reviewed the recorded surface

4. Environmental and Permitting Matters. Environmental conditions, permitting status, and regulatory compliance for the project sites are addressed in a separate Environmental Due Diligence Summary Memorandum prepared by C&H's environmental practice group, dated October 20, 2023 (the "Environmental Memo"). This memorandum should be read in conjunction with the Environmental Memo for a complete picture of diligence fi

5. Reliance on Documents Provided. This memorandum is based solely on the documents provided to C&H through the electronic data room and directly by Meridian, CBR, and their advisors. We have not independently verified the accuracy or completeness of any factual representations made in the documents reviewed, nor have we conducted any independent investigation of the project sites, including physical inspections.

III. PROJECT-BY-PROJECT TITLE REVIEW A. Red Mesa Solar I — Pecos County, Texas

1. Project Overview Red Mesa Solar I is the largest project in the portfolio by nameplate capacity and represents the anchor development within the two-project Red Mesa complex in Pecos County. The project site consists of undeveloped ranchland in western Pecos County, Texas, situated approximately 35 miles southwest of the city of Fort Stockton. The site is characterized by flat to gently rolling terrain suitable fo

2. Title Commitment Summary Meridian Land Title Company issued a commitment for leasehold owner's title insurance for the Red Mesa Solar I project site, effective as of September 12, 2023 (Commitment No. MLC-2023-TX-04871). The commitment identifies Mesa Verde Land & Cattle Co., Ltd., a Texas limited partnership, as the fee owner of the subject property in fee simple. CBR's leasehold interest is established pursuant

3. Survey Summary An ALTA/NSPS land title survey of the Red Mesa Solar I project site was completed on September 8, 2023 by Trent M. Gallagher, RPLS (Texas Registration No. 5891), of Gallagher & Associates Land Surveying, Inc., Fort Stockton, Texas. The survey was prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A optional items 1, 2, 3, 4, 6(

4. Schedule B Exceptions and Encumbrances The title commitment for Red Mesa Solar I identifies the following exceptions in Schedule B: Standard Pre-Printed Exceptions: (a) Rights or claims of parties in possession not shown by the public records. (b) Encroachments, overlaps, boundary line disputes, and any other matters that would be disclosed by an accurate survey and inspection of the premises (to be deleted upon r

5. UCC and Lien Searches A UCC search conducted at the Texas Secretary of State's office and at the Pecos County Clerk's office identified one active UCC-1 Financing Statement filed against CBR as debtor by First National Energy Lending Corp. ("FNELC"), CBR's existing project-level credit facility lender. The filing, Initial Filing No. 23-0048761, was filed on June 5, 2022, and covers, among other collateral, CBR's l

6. Curative Items / Recommendations (a) UCC-3 Termination. Obtain a UCC-3 Termination Statement from First National Energy Lending Corp. with respect to Initial Filing No. 23-0048761, to be filed with the Texas Secretary of State at or prior to the closing of the contribution transaction. (b) Surface Waiver Confirmation. Confirm that the Surface Waiver Agreement recorded at Document No. 2021-003612 is binding on the

1. Project Overview Red Mesa Solar II is the companion project to Red Mesa Solar I and occupies adjacent ranchland to the south and east of the Red Mesa Solar I site. The two projects share a common access road and are expected to benefit from coordinated development and shared interconnection infrastructure. The project site is similarly characterized by undeveloped, flat terrain.

2. Title Commitment Summary Meridian issued a commitment for leasehold owner's title insurance for the Red Mesa Solar II project site, effective as of September 12, 2023 (Commitment No. MLC-2023-TX-04872). The fee owner is the same entity as for Red Mesa Solar I — Mesa Verde Land & Cattle Co., Ltd. The leasehold interest is established pursuant to a separate Ground Lease Agreement dated March 15, 2021, between Mesa V

3. Survey Summary An ALTA/NSPS survey of the Red Mesa Solar II project site was completed on September 10, 2023 by Trent M. Gallagher, RPLS (Texas Registration No. 5891). The survey confirms boundaries consistent with the lease description, identifies no encroachments or boundary disputes, and depicts the shared access road easement connecting the Red Mesa Solar II site to Red Mesa Solar I and to Pecos County Road 31

4. Schedule B Exceptions and Encumbrances Standard Pre-Printed Exceptions: Same as Red Mesa Solar I (see Section III.A.4 above). Specific Exceptions: (a) Mineral Reservation. Similar oil and gas mineral reservation as Red Mesa Solar I, originating from the same grantor (Harlan D. Whitfield) in the chain of title. A Surface Waiver Agreement was recorded at Document No. 2021-003613, Official Public Records of Pecos Cou

5. UCC and Lien Searches The same blanket UCC-1 Financing Statement filed by FNELC (Initial Filing No. 23-0048761) that encumbers the Red Mesa Solar I leasehold also covers the Red Mesa Solar II leasehold interest. As noted above, this filing must be terminated prior to or at closing. No other UCC filings, judgment liens, or tax liens were identified.

6. Curative Items / Recommendations (a) UCC-3 Termination. Same action item as Red Mesa Solar I. A single UCC-3 Termination Statement filed against Initial Filing No. 23-0048761 will release the security interest covering both Red Mesa project sites. (b) Pipeline Easement Confirmation. Retain on file the no-objection letter from Permian Basin Pipeline Company, LLC. We recommend that the no-objection letter be referen

1. Project Overview The Cimarron Flats project is located in Crockett County, Texas, approximately 20 miles northwest of the city of Ozona. The site consists of undeveloped ranchland with flat terrain well-suited for solar development. The area has a strong solar irradiance profile consistent with West Texas development sites.

2. Title Commitment Summary Meridian issued a commitment for leasehold owner's title insurance, effective as of September 28, 2023 (Commitment No. MLC-2023-TX-05129). The fee owner is identified as the J.B. Henderson Family Trust, acting through its trustee, Patricia A. Henderson. The leasehold interest is established pursuant to a Ground Lease Agreement dated June 1, 2021, between the J.B. Henderson Family Trust and

3. Survey Summary An ALTA/NSPS survey was completed on September 20, 2023 by Michael R. Duran, RPLS (Texas Registration No. 6243), of Duran Surveying, LLC, Ozona, Texas. The survey confirms boundaries consistent with the lease description, identifies no boundary disputes or encroachments, and depicts the locations of recorded easements. No improvements exist on the property. The flood zone designation is Zone X (mini

4. Schedule B Exceptions and Encumbrances Standard Pre-Printed Exceptions: Same standard Texas pre-printed exceptions as described in Section III.A.4 above. Specific Exceptions: (a) Severed Mineral Estate with Surface Use Restriction. The mineral estate underlying the Cimarron Flats site was severed from the surface estate by instrument recorded at Volume 298, Page 44, Official Public Records of Crockett County, Texa

5. UCC and Lien Searches No UCC-1 Financing Statements were identified against CBR's leasehold interest in the Cimarron Flats project site. No federal or state tax liens, judgment liens, or mechanic's liens were identified against CBR or the J.B. Henderson Family Trust in connection with this site.

6. Curative Items / Recommendations No material curative items were identified for the Cimarron Flats project site. We recommend that standard title policy endorsements be obtained, including an ALTA 13.1 (Leasehold), ALTA 17 (Access and Entry), ALTA 25 (Survey), and ALTA 9 (Restrictions, Encroachments, Minerals) endorsement covering the severed mineral estate and surface waiver. Additionally, we recommend obtaining

1. Project Overview The Lone Star Prairie project is situated in Webb County, Texas, approximately 25 miles northeast of the city of Laredo. The site consists primarily of undeveloped brushland with generally flat topography. A small seasonal creek traverses the southwestern portion of the property, which accounts for the limited flood zone area discussed below.

2. Title Commitment Summary Meridian issued a commitment for leasehold owner's title insurance, effective as of October 5, 2023 (Commitment No. MLC-2023-TX-05344). The fee owner is identified as Garza Tierra Holdings, LP, a Texas limited partnership. The leasehold interest is established pursuant to a Ground Lease Agreement dated August 20, 2021, between Garza Tierra Holdings, LP, as Lessor, and CBR, as Lessee. A Mem

3. Survey Summary An ALTA/NSPS survey was completed on September 28, 2023 by Alejandro F. Reyes, RPLS (Texas Registration No. 6578), of Reyes Land Surveying, Inc., Laredo, Texas. The survey confirms boundaries consistent with the lease description and identifies no encroachments or boundary disputes. The survey depicts the seasonal creek corridor and the associated flood zone area. The flood zone designation is predo

4. Schedule B Exceptions and Encumbrances Standard Pre-Printed Exceptions: Same standard Texas pre-printed exceptions as described in Section III.A.4 above. Specific Exceptions: (a) Water Well Easement. Non-exclusive easement for water well access benefiting the adjacent ranch property owned by Rancho del Norte, LLC, recorded at Document No. 2015-009112, Official Public Records of Webb County, Texas, dated May 12, 20

5. UCC and Lien Searches No UCC-1 Financing Statements were identified against CBR's leasehold interest in the Lone Star Prairie project site. No tax liens, judgment liens, or mechanic's liens were identified.

6. Curative Items / Recommendations (a) Flood Zone Exclusion Documentation. Confirm that the exclusion of the approximately 40-acre Zone A flood area from the project development footprint is formally documented in CBR's project design plans and site development agreement. Retain copies of the relevant design documents in the transaction closing file. (b) Flood Zone Endorsement. Obtain a flood zone endorsement (or eq

1. Project Overview Brazos Point is located in Wharton County, Texas, approximately 15 miles southwest of the city of Wharton. The site is situated in the coastal plain region of southeastern Texas and consists primarily of former agricultural land. A creek corridor runs along the northern edge of the property, creating a limited flood zone area. The project is the only site in the portfolio for which the local devel

2. Title Commitment Summary Meridian issued a commitment for leasehold owner's title insurance, effective as of October 10, 2023 (Commitment No. MLC-2023-TX-05492). The fee owner is identified as Wharton Agricultural Partners, LLC, a Texas limited liability company. The leasehold interest is established pursuant to a Ground Lease Agreement dated November 1, 2021, between Wharton Agricultural Partners, LLC, as Lessor,

3. Survey Summary An ALTA/NSPS survey was completed on October 2, 2023 by Sarah K. Noriega, RPLS (Texas Registration No. 6712), of Noriega Survey Group, PLLC, Houston, Texas. The survey confirms that the boundaries of the leased premises are consistent with the legal description. No encroachments or boundary issues were identified. The flood zone designation is predominantly Zone X (minimal flood hazard). However, a

4. Schedule B Exceptions and Encumbrances Standard Pre-Printed Exceptions: Same standard Texas pre-printed exceptions as described in Section III.A.4 above. Specific Exceptions: (a) Drainage Easement. Drainage easement along the creek corridor at the northern boundary of the property, granted to the Wharton County Drainage District by instrument recorded at Document No. 2009-008431, Official Public Records of Wharton

5. UCC and Lien Searches No UCC-1 Financing Statements were identified against CBR's leasehold interest in the Brazos Point project site. No tax liens, judgment liens, or mechanic's liens were identified. Taxes are current.

6. Curative Items / Recommendations (a) Agricultural Use Restriction Confirmation. Obtain written confirmation from Meridian Land Title Company (and, if necessary, a release or affidavit for recording) that the agricultural use restriction recorded at Volume 892, Page 56 has expired by its own terms as of March 14, 2015 and is no longer an encumbrance on the property. (b) Title Endorsements. Coordinate with Meridian

1. Project Overview Sangre del Sol I is one of two projects in the portfolio located on federally administered land managed by the Bureau of Land Management (BLM), Las Cruces District Office, New Mexico. The site is situated in the Chihuahuan Desert region of southern Doña Ana County, approximately 40 miles northwest of the city of Las Cruces. The terrain is undeveloped desert land characterized by flat topography an

2. Title Commitment Summary Meridian issued a commitment for leasehold/right-of-way owner's title insurance, effective as of October 3, 2023 (Commitment No. MLC-2023-NM-01247). Because the underlying fee interest is held by the United States of America (through the BLM), there is no private fee ownership to insure. The title commitment is structured to provide coverage for CBR's leasehold and right-of-way interest un

3. Survey Summary A land title survey of the Sangre del Sol I project site was completed on September 15, 2023 by Carlos M. Trujillo, PLS (New Mexico License No. 18924), of Trujillo Surveying & Mapping, LLC, Las Cruces, New Mexico. The survey was prepared in accordance with BLM survey specifications and ALTA/NSPS standards to the extent applicable on federal land. The survey confirms that the boundaries of the right-

4. Schedule B Exceptions and Encumbrances Standard Federal Land Exceptions: (a) All mineral rights in and under the subject property are reserved to the United States of America pursuant to applicable federal law and regulation. (b) The right of the United States, acting through the BLM, to re-enter and take possession of the right-of-way area upon termination, revocation, or abandonment of the right-of-way grant, as

5. UCC and Lien Searches Because the underlying fee interest is federal land, UCC filings are not applicable to the federal interest itself. However, a UCC search was conducted at the New Mexico Secretary of State's office against CBR as debtor to identify any security interests in CBR's right-of-way/leasehold interest. The search returned clean results — no UCC-1 Financing Statements were identified against CBR's in

6. Curative Items / Recommendations (a) BLM Grazing Permit Termination Timeline. Confirm that the BLM grazing permit termination timeline for Caballo Ranches, Inc. aligns with CBR's anticipated construction commencement schedule. If construction is expected to begin prior to the typical seasonal grazing period, coordinate with the BLM Las Cruces District Office to ensure that grazing has ceased and the grazing permit

1. Project Overview Sangre del Sol II is the companion project to Sangre del Sol I and occupies adjacent BLM-administered land to the east. The two projects share a common access road constructed pursuant to BLM authorization and are designed for coordinated development and shared operations. The site is undeveloped desert land with terrain and characteristics substantially similar to Sangre del Sol I.

2. Title Commitment Summary Meridian issued a commitment for leasehold/right-of-way owner's title insurance, effective as of October 3, 2023 (Commitment No. MLC-2023-NM-01248). The structure mirrors the Sangre del Sol I commitment — no private fee ownership to insure; the commitment covers CBR's right-of-way interest under BLM Right-of-Way Grant Serial No. NM-148889, issued on March 15, 2022, and recorded in the Doña

3. Survey Summary A land title survey was completed on September 18, 2023 by Carlos M. Trujillo, PLS (New Mexico License No. 18924). The survey confirms boundaries consistent with the BLM grant legal description. No encroachments were identified. The terrain is undeveloped desert land with the shared access road depicted along the western boundary connecting to Sangre del Sol I.

4. Schedule B Exceptions and Encumbrances Standard Federal Land Exceptions: Same as Sangre del Sol I (mineral rights reserved to the United States; BLM right of re-entry; terms and conditions of the BLM grant). Specific Exceptions: (a) Federal Mineral Reservation. All mineral rights reserved to the United States of America, consistent with the Sangre del Sol I reservation. No surface use for mineral development activ

5. UCC and Lien Searches UCC searches at the New Mexico Secretary of State's office returned clean results — no filings against CBR's right-of-way/leasehold interest. No state-level tax liens or judgment liens were identified.

6. Curative Items / Recommendations (a) BLM Assignment Consent. Same requirement as Sangre del Sol I. BLM consent to the assignment of Right-of-Way Grant Serial No. NM-148889 to Solstice Plateau Energy Holdings LLC must be obtained as a closing condition. We recommend that the assignment applications for both Sangre del Sol I and Sangre del Sol II be filed concurrently to streamline the BLM review process. (b) Transm

1. Project Overview Sonoran Ridge is the sole Arizona project in the portfolio and is located in Pinal County, Arizona, approximately 50 miles south of the city of Phoenix, near the community of Casa Grande. The site consists of undeveloped agricultural and desert land within the Central Arizona Irrigation and Drainage District. The terrain is flat and well-suited for utility-scale solar development. The site benefit