Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Pe

Section 1.2 — Interpretation In this Agreement, except to the extent that the context otherwise requires: (a) When a reference is made in this Agreement to an Article, Section, Exhibit, or Schedule, such reference is to an Article, Section, Exhibit, or Schedule of this Agreement unless otherwise indicated. (b) The table of contents and headings contained in this Agreement are for convenience of reference only and sha

Section 1.3 — Exhibits and Schedules The following Exhibits are attached to and incorporated by reference into this Agreement as if fully set forth herein: • Exhibit A — Project Portfolio Description • Exhibit B — Fee Schedule and Calculation Methodology • Exhibit C — Form of Monthly Progress Report • Exhibit D — Key Personnel • Exhibit E — Form of Invoice In the event of any conflict or inconsistency between the bod

ARTICLE II — APPOINTMENT AND SCOPE OF SERVICES

Section 2.1 — Appointment (a) The Company hereby appoints the Manager as the exclusive development manager and construction manager for all Projects owned or to be owned by the Company during the term of this Agreement, and the Manager hereby accepts such appointment. The Manager agrees to perform the Services in accordance with the terms and conditions of this Agreement, the Annual Budget, the LLC Agreement, and all

Section 2.2 — Development Management Services During the Development Period for each Project, the Manager shall provide the following pre-construction development services (collectively, the "Development Management Services"): (a) Permitting and Entitlements. Maintaining, advancing, and securing all governmental permits, approvals, authorizations, and entitlements necessary for the development and construction of eac

Section 2.3 — Construction Management Services During the Construction Period for each Project, the Manager shall provide the following construction oversight and management services (collectively, the "Construction Management Services"): (a) Budget and Schedule Preparation. Preparation of detailed construction budgets, construction schedules, and milestone plans for each Project, consistent with the approved Annual

Section 2.4 — Operations Transition Services Upon COD for each Project, the Manager shall oversee the transition from construction to commercial operations (collectively, the "Operations Transition Services"), including: (a) Punch-List Completion. Management and oversight of the completion of all remaining punch-list items identified during the commissioning and testing process or by the independent engineer, if any,

Section 2.5 — Standard of Care The Manager shall perform the Services in accordance with the following standards (collectively, the "Performance Standards"): (i) Prudent Industry Practice, as defined in Section 1.1; (ii) all Applicable Laws and regulations, including, without limitation, federal, state, and local environmental laws, workplace safety regulations (including OSHA standards), building codes, and electric

Section 2.6 — Key Personnel (a) The Manager hereby designates Daniel Estrada, Senior Vice President — Corporate Development, Calloway-Briggs Renewables Inc., and Initial JV Chief Executive Officer of the Company, as the primary point of contact and authorized representative for the Services. Mr. Estrada shall have day-to-day responsibility for overseeing the Manager's performance of the Services and shall serve as th

Section 2.7 — Subcontracting (a) The Manager may engage Subcontractors to perform portions of the Services, and shall have discretion in the selection and management of such Subcontractors; provided, however, that the Manager shall remain fully responsible and liable for all work performed by Subcontractors as if such work had been performed directly by the Manager. (b) The execution of any Subcontract with a contrac

Section 3.1 — Development Management Fee (a) The Company shall pay to the Manager an annual development management fee equal to one and one-half percent (1.5%) of Aggregate Capital Deployed per annum (the "Development Management Fee"), in consideration for the Manager's performance of the Development Management Services. (b) At full initial deployment of Three Hundred Million Dollars ($300,000,000) in aggregate equit

Section 3.2 — Construction Management Fee (a) The Company shall pay to the Manager a construction oversight fee equal to three percent (3.0%) of Total Hard Construction Costs for each Project (the "Construction Management Fee"), in consideration for the Manager's performance of the Construction Management Services. (b) The estimated aggregate Total Hard Construction Costs for the entire Project Portfolio are approxim

Section 3.3 — Reimbursable Expenses (a) In addition to the fees set forth in Sections 3.1 and 3.2, the Company shall reimburse the Manager for all reasonable, documented, out-of-pocket third-party expenses actually incurred by the Manager in connection with the performance of the Services ("Reimbursable Expenses"), including, without limitation: (i) Travel expenses (airfare, lodging, ground transportation, and per di

Section 3.4 — Payment Mechanics (a) The Manager shall submit invoices to the Company on a monthly basis, in the form set forth in Exhibit E. Each invoice shall set forth in reasonable detail the calculation of the Development Management Fee (if applicable), the Construction Management Fee (if applicable), and any Reimbursable Expenses for the applicable billing period, together with supporting documentation. Invoices

Section 3.5 — No Promote or Carried Interest For the avoidance of doubt, the fees payable under this Article III constitute the entirety of the Manager's compensation for the performance of the Services. The Manager is not entitled to any promote, carried interest, performance fee, incentive fee, or other success-based compensation under this Agreement. The Manager's economic interests in respect of distributions fro

ARTICLE IV — BUDGETS, PLANS, AND APPROVALS

Section 4.1 — Annual Development and Construction Budget (a) No later than sixty (60) days prior to the start of each fiscal year of the Company (or, with respect to the first fiscal year, within sixty (60) days after the Effective Date), the Manager shall prepare and submit to the Management Committee a proposed Annual Budget covering both development and construction activities for all Projects during the applicabl

Section 4.2 — Project-Level Construction Plans (a) For each Project, the Manager shall prepare and submit to the Management Committee a detailed construction plan and timeline (each, a "Construction Plan") prior to the proposed Construction Commencement Date for such Project. Each Construction Plan shall include: (i) Engineering and procurement milestones, including the schedule for completion of detailed engineering

Section 4.3 — Change Orders (a) The Manager may approve change orders for each Project that do not exceed the lesser of (i) One Million Dollars ($1,000,000) per individual change order and (ii) five percent (5%) of the applicable Project's approved construction budget, in each case without requiring Management Committee approval; provided that the aggregate amount of all change orders approved by the Manager for any

Section 4.4 — Capital Call Coordination (a) In the event that additional capital is required beyond the initial Three Hundred Million Dollars ($300,000,000) aggregate equity commitment to fund development and construction activities, the Manager shall coordinate with the Management Committee to initiate capital calls pursuant to the procedures set forth in the LLC Agreement. (b) Additional capital calls shall be made

ARTICLE V — REPORTING AND RECORDS

Section 5.1 — Monthly Progress Reports The Manager shall deliver to the Management Committee and the Company's CFO, within fifteen (15) Business Days after the end of each calendar month, a written monthly progress report substantially in the form of Exhibit C (each, a "Monthly Progress Report"), which shall include: (a) A development status report for each Project in the Development Period, covering the status of pe

Section 5.2 — Quarterly Financial Reports The Manager shall deliver to the Management Committee, within thirty (30) days after the end of each calendar quarter, a written quarterly financial report, which shall include: (a) A summary of all fees earned and expenses incurred under this Agreement during the quarter, including the Development Management Fee, Construction Management Fee, and Reimbursable Expenses, with s

Section 5.3 — Annual Report Within ninety (90) days after the end of each fiscal year of the Company, the Manager shall deliver to the Management Committee a comprehensive annual report (the "Annual Report"), which shall include: (a) Overall portfolio status, including total MW in development, under construction, and having achieved COD as of the end of the fiscal year, with a comparison to the prior fiscal year; (b)

Section 5.4 — Books and Records (a) The Manager shall maintain complete and accurate books, records, accounts, and documentation relating to the Services, including, without limitation, all financial records, invoices, receipts, contracts, correspondence, permits, engineering reports, construction logs, inspection reports, environmental monitoring data, and safety records. (b) All such records shall be maintained in

Section 5.5 — Audit Rights (a) The Company, its Members, and the Company's independent auditor (Pennington Clarke LLP) shall have the right, upon fifteen (15) Business Days' prior written notice to the Manager, to audit and inspect the Manager's books, records, accounts, and documentation relating to the Services. Such audit may cover any period during the term of this Agreement and may be conducted at the Manager's

ARTICLE VI — PERFORMANCE STANDARDS AND REMEDIES

Section 6.1 — Performance Standards The Manager shall use commercially reasonable efforts to: (a) Complete development milestones for each Project in accordance with the approved Construction Plan and schedule, including securing all required permits, advancing interconnection agreements to the appropriate stage, and negotiating and executing PPAs within the timeframes set forth in the Annual Budget; (b) Achieve COD

Section 6.2 — Liquidated Damages for Schedule Delays (a) If the Manager's failure to perform the Services in accordance with this Agreement (other than due to Force Majeure events, Company-caused delays, or delays attributable to actions or directions of the Management Committee) results in the COD for any Project being delayed by more than ninety (90) days beyond the scheduled COD for such Project as set forth in th

Section 6.3 — Cost Overrun Remedies (a) If actual Hard Construction Costs for any Project exceed the approved construction budget for such Project (as set forth in the Annual Budget, as adjusted for approved change orders) by more than ten percent (10%), and such excess is not attributable to Company-approved change orders, Force Majeure events, or directions of the Management Committee (the amount of such excess abo