Contract analysis

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 amended from time to time. "Additional Capital Contribution" means any Capital Contribution made by a Member to the Company after such Member's Initial Capital Contribution, including any Capital Contribution made in re

Section 1.2 — Interpretation For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The words "herein," "hereof," "hereunder," and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision. (b) The headings of the Articles, Sections, and other subdivisions of this Agreement are for con

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company has been or shall be formed as a Delaware limited liability company pursuant to the Act by the filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware. The rights, powers, duties, obligations, and liabilities of the Members shall be as provided in the Act, except as otherwise provided in this Agreement. To the extent that any provis

Section 2.2 — Name The name of the Company is "Solstice Plateau Energy Holdings LLC." The business of the Company shall be conducted under such name or under any other name or names as the Management Committee may approve from time to time. The Management Committee shall promptly file or cause to be filed any fictitious business name certificates and similar filings as may be required by applicable law in connection

Section 2.3 — Purpose The Company is formed for the exclusive purpose of (a) developing, constructing, financing, owning, operating, maintaining, and eventually disposing of the Project Portfolio and any additional utility-scale solar energy generation projects approved by the Management Committee, including projects located in the States of Texas, New Mexico, and Arizona and such other jurisdictions as the Managemen

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

Section 2.5 — Principal Office The principal business office of the Company shall be located at 2300 Travis Street, Suite 4210, Houston, Texas 77006. The Management Committee may change the principal office of the Company from time to time by resolution adopted in accordance with this Agreement, and shall provide prompt notice of any such change to each Member.

Section 2.6 — Term The Company shall have a perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of Article XIII. No Member shall have the right to dissolve or terminate the Company except as expressly provided in Article XIII.

Section 2.7 — Fiscal Year The Fiscal Year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year; provided, that the first Fiscal Year shall commence on the Closing Date and end on December 31 of the calendar year in which the Closing Date occurs, and the last Fiscal Year shall commence on January 1 of the calendar year in which the final liquidating distribution is

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 any other jurisdiction in which the nature of the Company's business or the ownership or leasing of its properties requires such qualification. Each Member shall execute, acknowledg

Section 3.1 — Members The Members of the Company and their respective Percentage Interests are as follows: The address of each Member for purposes of notices and communications under this Agreement is as set forth in Section 18.1.

Section 3.2 — Admission of Additional Members No additional Members shall be admitted to the Company without the prior approval of a Supermajority Vote (at least five (5) of six (6) members) of the Management Committee. As a condition to admission, any additional Member shall be required to (a) execute a joinder to this Agreement in substantially the form attached hereto as Exhibit E, agreeing to be bound by all of t

Section 3.3 — Liability of Members No Member shall be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company. The Members intend that the Company shall be operated in a manner consistent with the non-recourse structure of the Trident Credit Facility and any other project-level financing, such that

Section 3.4 — No Authority to Bind No Member, acting solely in its capacity as a Member (and not as an Officer or in any other capacity expressly authorized by this Agreement or the Management Committee), shall have any authority to bind the Company, to execute any instrument on behalf of the Company, or to transact any business in the name of the Company. Any unauthorized act by a Member shall not bind the Company,

ARTICLE IV — CAPITAL CONTRIBUTIONS

Section 4.1 — Initial Capital Contributions (a) CBR's Initial Capital Contribution. On the Closing Date, 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); and (ii) The Project Portfolio, contributed in-kind pursuant to the Contribution Agreement, with an

Section 4.2 — Project Portfolio Contribution (a) Description of Projects. CBR shall contribute to the Company the Project Portfolio, consisting of the following eight utility-scale solar development projects: (b) Valuation. The agreed Book Value of the Project Portfolio is Ninety Million Dollars ($90,000,000). The aggregate Tax Basis of the Project Portfolio is approximately Thirty-Four Million Two Hundred Thousand D

Section 4.3 — Additional Capital Contributions (a) Capital Calls. From time to time after the Closing Date, the Management Committee may approve Additional Capital Calls requiring the Members to make Additional Capital Contributions to the Company on a pro rata basis in accordance with their respective Percentage Interests (i.e., fifty percent (50%) each). All Capital Calls shall be made in writing to each Member and

Section 4.4 — Failure to Fund Capital Calls (a) Default. If a Member (the "Defaulting Member") fails to fund all or any portion of its pro rata share of a Capital Call within thirty (30) Business Days after the date specified in the Capital Call notice (the "Funding Deadline"), such failure shall constitute a default under this Agreement. (b) Non-Defaulting Member Loan. Upon the occurrence of a default under this Sec

Section 4.5 — No Return of Capital Contributions Except as provided in Article VI (Distributions) and Article XIII (Dissolution and Winding Up), no Member shall have the right to demand or receive the return of any Capital Contribution or any part thereof. No Member shall have priority over any other Member with respect to the return of Capital Contributions, except as expressly set forth in Article VI or Article XII

Section 4.6 — No Interest on Capital Contributions No Member shall be entitled to receive interest on any Capital Contribution made to the Company, except as expressly set forth in Section 4.4(b) with respect to loans made by a Non-Defaulting Member.

Section 4.7 — Capital Accounts Capital Accounts shall be established and maintained for each Member in accordance with Section 5.2.

Section 5.1 — Allocation of Net Income and Net Loss (a) Net Income. Subject to the special allocations set forth in Section 5.3 and the Section 704(c) allocations set forth in Section 5.4, Net Income of the Company for each Fiscal Year (or portion thereof) shall be allocated to the Members in accordance with their respective Percentage Interests (i.e., fifty percent (50%) to CBR and fifty percent (50%) to Lumen Ridge

Section 5.2 — Capital Accounts (a) Establishment. A Capital Account shall be established and maintained for each Member in accordance with the rules of Treasury Regulation § 1.704-1(b)(2)(iv). Each Member's Capital Account shall initially equal such Member's Initial Capital Contribution (valued at the agreed Book Value in the case of in-kind contributions). (b) Adjustments. Each Member's Capital Account shall be: (i)

Section 5.3 — Special Allocations Notwithstanding Section 5.1, the following special allocations shall be made in the following order of priority: (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain (as determined under Treasury Regulation § 1.704-2(d)) during any Fiscal Year, each Member shall be specially allocated items of Company i

Section 5.4 — Section 704(c) Allocations (a) General. In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to Contributed Property (including the Project Portfolio) shall, solely for federal income tax purposes, be allocated among the Members so as to take account of the difference between the Book Value and the Tax Basis of such Contributed Prop

Section 5.5 — Tax Allocations (a) General. Except as otherwise provided in this Section 5.5 and Section 5.4, each item of income, gain, loss, deduction, and credit of the Company for federal, state, and local income tax purposes shall be allocated among the Members in the same manner as the corresponding item of income, gain, loss, and deduction is allocated under Sections 5.1, 5.3, and 5.4. (b) Compliance. All tax a

Section 6.1 — Distributions Generally Distributions of Available Cash shall be made at such times and in such amounts as determined by the Management Committee. Unless otherwise approved by Supermajority Vote of the Management Committee, all distributions shall be made in cash. No Member shall have the right to demand a distribution in any form other than cash.

Section 6.2 — Distribution Waterfall Subject to Section 6.5, all distributions of Available Cash shall be made to the Members in the following order of priority: (a) Tier 1 — Pari Passu to 8.0% IRR. First, fifty percent (50%) to CBR and fifty percent (50%) to Lumen Ridge, pari passu, until each Member has received cumulative distributions sufficient to achieve an internal rate of return of eight percent (8.0%) on suc

Section 6.3 — Tax Distributions (a) Quarterly Tax Distributions. Notwithstanding Section 6.1, the Company shall make quarterly estimated tax distributions to each Member on or before the fifteenth (15th) day of March, June, September, and December of each Fiscal Year (or such other dates as may correspond to the quarterly estimated tax payment deadlines under the Code), in amounts sufficient to cover each Member's es

Section 6.4 — Withholding The Company is hereby authorized to withhold from any distribution to a Member, and to pay over to the applicable governmental authority, any amounts required to be withheld under any applicable federal, state, local, or foreign tax law. Any amounts so withheld and paid to a governmental authority shall be treated as having been distributed to the relevant Member for all purposes under this

Section 6.5 — Limitations on Distributions Notwithstanding any other provision of this Agreement, no distribution shall be made by the Company if (a) such distribution would violate Section 18-607 of the Act, (b) such distribution would cause the Company to be unable to pay its debts as they become due in the ordinary course of business, (c) such distribution would violate or cause a default under any loan agreement,

ARTICLE VII — MANAGEMENT AND GOVERNANCE

Section 7.1 — Management by Management Committee The business and affairs of the Company shall be managed by a committee (the "Management Committee"). The Company is intended to be, and shall be, a "manager-managed" limited liability company within the meaning of Section 18-402 of the Act. The Management Committee shall have full and exclusive power and authority to manage, control, and conduct the business and affai

Section 7.2 — Composition of the Management Committee (a) Number and Appointment. The Management Committee shall consist of six (6) members, appointed as follows: (i) CBR shall be entitled to appoint three (3) members of the Management Committee; and (ii) Lumen Ridge shall be entitled to appoint three (3) members of the Management Committee. (b) Removal and Replacement. Each Member may remove and replace any or all o

Section 7.3 — Chairperson (a) Rotation. The position of Chairperson of the Management Committee shall rotate annually between a designee of CBR and a designee of Lumen Ridge. CBR shall designate the Chairperson for Year 1 (the twelve-month period commencing on the Closing Date). Lumen Ridge shall designate the Chairperson for Year 2, and so on in alternating succession. (b) Duties. The Chairperson shall preside over

Section 7.4 — Reserved Matters (Supermajority Approval) Notwithstanding any other provision of this Agreement, the following actions (each a "Reserved Matter") shall require the approval of a Supermajority Vote (the affirmative vote of at least five (5) of the six (6) members of the Management Committee): (a) Approval of the Approved Annual Budget or any material deviation from an Approved Annual Budget; (b) Issuance

Section 7.5 — Meetings and Voting (a) Regular Meetings. The Management Committee shall hold regular meetings at least quarterly at such times and places as may be determined by the Chairperson or by resolution of the Management Committee. (b) Special Meetings. Special meetings of the Management Committee may be called by any two (2) or more members of the Management Committee upon not less than ten (10) Business Days

Section 7.6 — Officers (a) Appointment. The Management Committee shall appoint the following Officers of the Company: (i) Chief Executive Officer (CEO). The CEO shall be appointed by CBR. The initial CEO of the Company shall be Daniel Estrada, Senior Vice President — Corpora