Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in Wilmington, Delaware or New York, New York are authorized or obligated by law or executive order to close. "CBR Escrow Deposit" means the amount of Sixty Million Dollars ($60,000,000) deposited or to be

Section 1.2 Interpretation. Unless the context of this Agreement otherwise requires: (a) headings and captions are included for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement; (b) words in the singular shall include the plural, and words in the plural shall include the singular; (c) the words "herein," "hereof," "hereunder," and words of simila

ARTICLE II — APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW ACCOUNT

Section 2.1 Appointment. CBR and Lumen Ridge hereby jointly appoint Continental Fiduciary Trust Company as Escrow Agent to receive, hold, invest, and disburse the Escrow Funds in accordance with the terms and conditions of this Agreement, and Continental Fiduciary Trust Company hereby accepts such appointment and agrees to act as Escrow Agent upon the terms and conditions set forth herein. The Escrow Agent shall hold

Section 2.2 Establishment of Escrow Account. The Escrow Agent shall establish and maintain a segregated escrow account, bearing reference number CFT-2024-00847, at its offices located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801. The Escrow Account shall be maintained in the name of "Continental Fiduciary Trust Company, as Escrow Agent for Calloway-Briggs Renewables Inc. and Lumen Ridge Infrast

Section 2.3 Tax Identification. The Escrow Account shall be established under Employer Identification Number 93-4158203, which is the EIN of the Company (Solstice Plateau Energy Holdings LLC), or such other taxpayer identification number as the Depositors may jointly designate in writing to the Escrow Agent. All interest, dividends, earnings, and other income on the Escrow Funds shall be reported for U.S. federal inc

ARTICLE III — DEPOSIT OF ESCROW FUNDS

Section 3.1 CBR Deposit. CBR shall deposit, or cause to be deposited, the CBR Escrow Deposit in the amount of Sixty Million Dollars ($60,000,000) in immediately available funds into the Escrow Account by wire transfer in accordance with the wire instructions set forth in Exhibit A attached hereto. Such deposit shall be made no later than February 5, 2024, or such other date as the Depositors may mutually agree in wri

Section 3.2 Lumen Ridge Deposit. Lumen Ridge shall deposit, or cause to be deposited, the Lumen Ridge Escrow Deposit in the amount of One Hundred Fifty Million Dollars ($150,000,000) in immediately available funds into the Escrow Account by wire transfer in accordance with the wire instructions set forth in Exhibit A attached hereto. Such deposit shall be made no later than February 5, 2024, or such other date as the

Section 3.3 Confirmation of Deposits. Promptly upon receipt of each deposit into the Escrow Account, and in any event within one (1) Business Day following such receipt, the Escrow Agent shall confirm receipt of such deposit in writing (which may be by electronic mail) to the following persons: (a) with respect to the CBR Escrow Deposit: (i) to CBR, at the address and to the attention of the person set forth in Secti

Section 3.4 Aggregate Escrow Funds. Upon receipt of both the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit, the aggregate principal amount of the Escrow Funds held in the Escrow Account shall be Two Hundred Ten Million Dollars ($210,000,000). The Escrow Agent shall promptly confirm to both Depositors (and their respective counsel) in writing that both deposits have been received and that the aggregate Escrow

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.1 Investment. Pending release or other disbursement in accordance with Article V, the Escrow Agent shall invest and reinvest the Escrow Funds (including any interest and earnings thereon) in one or more of the following investments, as the Depositors may jointly direct in writing from time to time (or, in the absence of any such joint direction, in the investment described in clause (a) below): (a) direct o

Section 4.2 Earnings. All interest, dividends, and other earnings on the Escrow Funds shall be credited to the Escrow Account promptly upon receipt, shall be added to and become part of the Escrow Funds, and shall be disbursed as part of the Escrow Funds in accordance with Article V. The Escrow Agent shall provide the Depositors with monthly statements reflecting all investment activity, earnings credited, balances h

Section 4.3 Investment Risk. The Depositors acknowledge and agree that the Escrow Agent shall not be liable for any diminution in value of the Escrow Funds, or any loss of principal or income on any investments made in accordance with this Article IV, resulting from market conditions, fluctuations in interest rates, the credit risk of any issuer or counterparty, or any other cause, except in cases of the Escrow Agent

ARTICLE V — RELEASE AND DISBURSEMENT OF ESCROW FUNDS

Section 5.1 Release Upon Closing. Upon receipt by the Escrow Agent of Joint Release Instructions duly executed by authorized representatives of both CBR and Lumen Ridge (or their respective counsel duly authorized to execute such instructions on their behalf), the Escrow Agent shall, on the Closing Date (or such other date as may be specified in the Joint Release Instructions), release and disburse the Escrow Funds a

Section 5.2 Conditions to Release. The Depositors acknowledge and agree that the Escrow Agent shall have no obligation or responsibility to verify, investigate, or determine whether any or all of the conditions to Closing set forth in the LLC Agreement (including, without limitation, any regulatory approvals, third-party consents, environmental assessments, financing conditions, or other conditions precedent) have be

Section 5.3 Return of Escrow Funds Upon Termination. If the Closing has not occurred on or prior to the Outside Date (April 30, 2024), and this Agreement has not been extended by a written agreement duly executed by both Depositors (with a copy delivered to the Escrow Agent), then: (a) Notice of Return. Either Depositor may, at any time after the Outside Date, deliver written notice to the Escrow Agent and the other

Section 5.4 Disputed Release Instructions. If the Escrow Agent receives instructions from the Depositors that are conflicting, inconsistent, or ambiguous, or if the Escrow Agent receives a written objection from either Depositor to instructions delivered by the other Depositor, the Escrow Agent shall be entitled (and is hereby authorized) to refrain from taking any action and to continue to hold the Escrow Funds in t

ARTICLE VI — ESCROW AGENT PROVISIONS

Section 6.1 Duties of Escrow Agent. The Escrow Agent shall have only those duties, responsibilities, and obligations as are expressly set forth in this Agreement, and no implied duties, responsibilities, or obligations shall be read into this Agreement. The Escrow Agent shall not be subject to, or required to comply with, any other agreement to which any Depositor is a party (including, without limitation, the LLC Ag

Section 6.2 Reliance. The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any notice, instruction, request, consent, certificate, direction, statement, or other document or instrument that it in good faith believes to be genuine, to have been signed or presented by the proper person or persons, and to conform to the requirements of this A

Section 6.3 Standard of Care; Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment, and the Escrow Agent shall incur no liability whatsoever to any Party, the Company, or any other person or entity, except for liability arising directly from the Escrow Agent's own gross negligence, willful misconduct, or mate

Section 6.4 Indemnification. CBR and Lumen Ridge, jointly and severally (with each Depositor contributing fifty percent (50%) of any indemnified amounts), shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, affiliates, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, damages, claims, liabilities, penalties, judgments, s

Section 6.5 Interpleader. In the event of any dispute, disagreement, or uncertainty as to the Escrow Agent's duties or obligations hereunder, as to the proper interpretation or construction of any provision of this Agreement, or as to the identity of any person or entity entitled to receive all or any portion of the Escrow Funds, the Escrow Agent may, at its sole option and in its sole discretion, deposit or transfer

Section 6.6 Resignation; Removal. (a) Resignation. The Escrow Agent may resign from its duties hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to both Depositors. Such resignation shall not take effect until a successor escrow agent has been appointed and has accepted such appointment in accordance with this Section 6.6, or until the Escrow Funds have been depo

Section 6.7 Compensation. The Escrow Agent shall be entitled to receive compensation for its services as Escrow Agent hereunder in accordance with the fee schedule set forth in Exhibit D attached hereto, as the same may be amended from time to time by written agreement among all Parties. In addition, the Escrow Agent shall be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred

Section 7.1 Tax Reporting. For United States federal income tax purposes, all interest, dividends, earnings, and other income earned on the Escrow Funds during the period in which such funds are held in the Escrow Account shall be reported as follows: (a) To the extent the Escrow Funds are ultimately released to the Company (Solstice Plateau Energy Holdings LLC, EIN: 93-4158203) upon the Closing in accordance with Se

Section 7.2 Withholding. The Escrow Agent shall be entitled to deduct and withhold from any disbursement of the Escrow Funds (or any portion thereof) any amounts required to be deducted and withheld under the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, or any applicable state, local, or foreign tax law. Any amounts so deducted and withheld shall be treated for all purpo

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of CBR. CBR hereby represents and warrants to each of Lumen Ridge and the Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. CBR is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas (Texas Secretary of State File Number: 0801647392). CBR has the full corporate power and authority to ow

Section 8.2 Representations and Warranties of Lumen Ridge. Lumen Ridge hereby represents and warrants to each of CBR and the Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. Lumen Ridge is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Lumen Ridge has the full limited liability company power and authority to ow

Section 8.3 Representations and Warranties of Escrow Agent. Continental Fiduciary Trust Company hereby represents and warrants to each of CBR and Lumen Ridge as of the date hereof as follows: (a) Organization and Good Standing. Continental Fiduciary Trust Company is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly authorized to exercise trust

Section 9.1 Notices. All notices, instructions, requests, consents, directions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with proof of delivery); or (c

Section 9.2 Change of Address. Any Party may change its address, email address, or the person to whose attention notices are to be directed by giving written notice of such change to each of the other Parties in accordance with this Section 9.1. Any such change shall be effective upon receipt by the other Parties.

Section 10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, principle, or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any state or federal court of competent jurisdiction located in Wilmington, Delaware), and each Party hereby irrevocably consents and s

Section 10.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUNDS, THE ESCROW ACCOUNT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHE

Section 10.4 Entire Agreement. This Agreement, including all Exhibits attached hereto and incorporated herein by reference (Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and representations, whether oral or writte

Section 10.5 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by CBR, Lumen Ridge, and the Escrow Agent. No oral modification of this Agreement shall be effective, and no course of dealing or trade usage shall operate to amend or modify this Agreement.

Section 10.6 Assignment. No Party may assign, transfer, pledge, hypothecate, or otherwise dispose of any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties; provided, however, that the Escrow Agent may assign its rights and obligations hereunder to a successor escrow agent appointed in accordance with Section 6.6 without the consent of the Depo

Section 10.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, or by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had n

Section 10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, by email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictori

Section 10.9 Third-Party Beneficiaries. Except as expressly provided in this Section 10.9, nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person or entity (other than the Parties hereto and their respective successors and permitted assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that Solstice Plate

Section 10.10 No Waiver. The failure of any Party to enforce at any time any right, remedy, or provision of this Agreement shall not constitute a waiver of such right, remedy, or provision or of any other right, remedy, or provision of this Agreement at any time. No single or partial exercise of any right, remedy, or power hereunder shall preclude any other or further exercise thereof or the exercise of any other rig

Section 10.11 Termination. This Agreement shall terminate automatically, without further action by any Party, upon the earliest to occur of: (a) the release of all Escrow Funds from the Escrow Account in accordance with Article V (whether by disbursement to the Company pursuant to Section 5.1 or by return to the Depositors pursuant to Section 5.3); or (b) the deposit of the Escrow Funds with a court of competent juri