Contract analysis

ARTICLE I — DEFINITIONS AND CONSTRUCTION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq., as the same may be amended from time to time. "Additional Capital Contribution" means any Capital Contribution made by a Member to the Company after the Closing Date, pursuant to a Capital Call authorized under Section 5.3.

Section 1.2 — Rules of Construction (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. (b) Whenever the context so requires, words in the singular shall include the plural and vice versa, and words in any gender shall include all genders. (c) The word "including" (and words of similar import such as "include" and "

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company has been or shall be formed as a Delaware limited liability company by the filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act. The Certificate of Formation was subsequently filed with the Delaware Secretary of State on February 19, 2024, and assigned Delaware Secretary of State File Number 7849312. The Company has been assigned Em

Section 2.2 — Name The Company shall conduct its business under the name "Solstice Plateau Energy Holdings LLC" or such other name as the Management Committee may approve by Supermajority Vote. The Management Committee shall have the authority to file or cause to be filed any assumed name or trade name certificates and similar filings, and to take such other action as may be necessary or desirable to permit the Compa

Section 2.3 — Principal Office The principal business office of the Company shall be located at 2300 Travis Street, Suite 4210, Houston, Texas 77006, or at such other location as the Management Committee may determine by resolution from time to time. The Management Committee shall provide written notice to each Member of any change in the location of the Company's principal office within ten (10) Business Days follow

Section 2.4 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware shall be at c/o Peachtree Corporate Services, Inc., 1209 Orange Street, Suite 300, Wilmington, Delaware 19801, and the registered agent of the Company for service of process at such address shall be Peachtree Corporate Services, Inc. The Management Committee may change the registered office and registere

Section 2.5 — Term The Company shall have perpetual existence and shall continue until dissolved in accordance with the provisions of Article XIV of this Agreement and the Act. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation in accordance with Section 14.3.

Section 2.6 — Purpose The exclusive purpose of the Company is to develop, construct, finance, own, operate, maintain, and ultimately dispose of the Projects, and to engage in all activities necessary, incidental, or reasonably related thereto, including (a) acquiring, holding, improving, and disposing of real property and personal property associated with the Projects, (b) entering into power purchase agreements, int

Section 2.7 — Authority The Company shall have the authority and power to carry out its purposes as described in Section 2.6 and to take all actions and engage in all activities permitted by the Act, this Agreement, and applicable law. The Company shall have all of the powers of a limited liability company under the Act, subject to the limitations set forth in this Agreement.

Section 2.8 — Qualification in Other Jurisdictions The Management Committee shall cause the Company to qualify to do business as a foreign limited liability company in the State of Texas, the State of New Mexico, the State of Arizona, and such other jurisdictions in which the nature of the Company's business or the ownership of its property requires such qualification. Each Member agrees to execute, acknowledge, and

Section 2.9 — Title to Property All property owned by the Company, whether real, personal, or mixed, and whether tangible or intangible, shall be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in any Company property in such Member's individual name. Each Member's Membership Interest in the Company shall constitute personal property for all purposes.

Section 3.1 — Members The Members of the Company, their addresses, and their employer identification numbers are as follows: (a) Calloway-Briggs Renewables Inc. (CBR), a Texas corporation, having its principal offices at 2300 Travis Street, Suite 4200, Houston, Texas 77006; EIN: 46-2837451. (b) Lumen Ridge Infrastructure Partners LLC (Lumen Ridge), a Delaware limited liability company, having its principal offices at

Section 3.2 — Percentage Interests The Percentage Interests of the Members as of the Closing Date are as follows: The Percentage Interests of the Members may be adjusted from time to time as provided in this Agreement, including pursuant to Section 5.5 in the event of a default on a Capital Call.

Section 3.3 — Representations and Warranties of the Members (a) Mutual Representations and Warranties. Each Member hereby represents and warrants to the other Member and to the Company as of the Signing Date and as of the Closing Date as follows: (i) Due Organization and Good Standing. Such Member is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all

Section 3.4 — Admission of New Members No new Member shall be admitted to the Company except upon the Supermajority Vote of the Management Committee (requiring the affirmative vote of at least five (5) of six (6) members of the Management Committee). As a condition to admission, any new Member shall be required to execute and deliver a joinder to this Agreement in the form attached hereto as Exhibit B, pursuant to wh

Section 3.5 — Liability of Members No Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company. Each Member shall be entitled to the full protection and benefit of the exculpation provisions of Section 18-303 of the Act, which provides that a member of a limited liability company shall no

Section 3.6 — No Withdrawal No Member may voluntarily resign, retire, or withdraw from the Company except as expressly permitted by Article XII (Transfer Restrictions) or Article XIV (Dissolution and Winding Up) of this Agreement. Any purported withdrawal in contravention of this Section 3.6 shall be null and void, and the withdrawing Member shall remain liable for all obligations arising under this Agreement.

Section 4.1 — Conditions Precedent to Closing The obligations of each Member to consummate the transactions contemplated by this Agreement and to make its Initial Capital Contribution are subject to the satisfaction (or waiver by both Members) of the following conditions precedent: (a) Execution of Agreements. Each of the following agreements shall have been duly executed and delivered by the applicable parties there

Section 4.2 — Closing The Closing shall occur on the Closing Date, which shall be the later of (a) the Scheduled Closing Date (February 15, 2024) and (b) the date on which all conditions precedent set forth in Section 4.1 have been satisfied or waived by both Members. The Closing shall take place at the offices of Calderwood & Harkness LLP, 1000 Louisiana Street, Suite 5500, Houston, Texas 77002, or remotely by the e

Section 4.3 — Closing Deliverables (a) CBR Deliverables. At or prior to the Closing, CBR shall deliver (or cause to be delivered) to Lumen Ridge and the Company the following: (i) Executed counterparts of this Agreement and all ancillary agreements to which CBR is a party; (ii) An officer's certificate executed by Margaret Calloway, Chief Executive Officer of CBR, dated as of the Closing Date, certifying as to the sa

ARTICLE V — CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 5.1 — Initial Capital Contributions (a) CBR Initial Capital Contribution. CBR shall make an Initial Capital Contribution to the Company in an aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), consisting of: (i) Cash in the amount of Sixty Million Dollars ($60,000,000), to be wired from the escrow account at Continental Fiduciary Trust Company to the Company's operating account at Trident N

Section 5.2 — Use of Capital Contributions Capital Contributions shall be used exclusively for the development, construction, financing, and operation of the Projects and for working capital and general corporate purposes of the Company. Without limiting the foregoing, Capital Contributions may be used for (a) pre-development and development expenditures, (b) engineering, procurement, and construction costs, (c) land

Section 5.3 — Additional Capital Contributions (a) Authorization. From time to time after the Closing Date, the Management Committee may authorize Capital Calls requiring the Members to make Additional Capital Contributions to the Company on a pro rata basis in proportion to their respective Percentage Interests (fifty percent (50%) from each Member). (b) Maximum Aggregate Additional Capital Contributions. The maximu

Section 5.4 — Capital Accounts (a) Establishment. A separate Capital Account shall be established and maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and the rules and principles set forth in this Section 5.4. (b) Credits to Capital Accounts. The Capital Account of each Member shall be increased by (i) the amount of any cash contributed by such Member to the Company, (ii)

Section 5.5 — Default on Capital Call If any Member (a "Defaulting Member") fails to fund its pro rata share of any duly authorized Capital Call within fifteen (15) Business Days after the due date specified in the Capital Call notice, the other Member (the "Non-Defaulting Member") shall have the following remedies, in addition to any other remedies available at law or in equity: (a) Funding as a Loan. The Non-Defaul

Section 5.6 — No Interest on Capital Contributions No Member shall be entitled to receive interest on its Capital Contributions, except as otherwise expressly provided in Section 5.5 with respect to loans advanced by a Non-Defaulting Member.

Section 5.7 — Return of Capital Contributions Except as otherwise provided in Article XIV (Dissolution and Winding Up), no Member shall have the right to demand or receive the return of all or any portion of its Capital Contributions. Under circumstances requiring a return of Capital Contributions, no Member shall have the right to receive property other than cash except as determined by the Management Committee.

Section 5.8 — No Obligation to Restore Deficit Capital Account No Member shall have any obligation to restore a deficit balance in its Capital Account, whether upon dissolution of the Company, liquidation of such Member's Membership Interest, or otherwise, except to the extent required by a non-waivable provision of the Act. The provisions of this Section 5.8 shall not be construed to relieve any Member of its obliga

Section 6.1 — Allocation of Net Income and Net Loss After giving effect to the Regulatory Allocations set forth in Section 6.2 and the Section 704(c) allocations set forth in Section 6.3, Net Income and Net Loss of the Company for each Fiscal Year (or other applicable period) shall be allocated among the Members in a manner that, as nearly as possible, causes each Member's Capital Account balance at the end of such F

Section 6.2 — Special Allocations The following special allocations shall be made in the order of priority set forth below and, to the extent applicable, shall take priority over the allocations set forth in Section 6.1: (a) Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that cause

Section 6.3 — Section 704(c) Allocations (a) Remedial Allocation Method. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, the Company shall use the Remedial Allocation Method under Treasury Regulations Section 1.704-3(d) for all allocations with respect to Contributed Property. This election shall apply to the Project Portfolio contributed by CBR, which has an agreed book value o