Contract analysis

Section 1: Summary of Closing — Key Actions Completed on December 8, 2023 1.1 Execution and Delivery of Transaction Documents We confirm that all principal transaction documents were duly executed and delivered by all parties on December 8, 2023, in accordance with the conditions precedent set forth in the respective agreements. Original signature pages, together with PDF counterparts, have been collected and are inc

1. Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA"), among CBR Solstice Manager, LLC, a Delaware limited liability company ("CBR Manager"), as Managing Member, and Ridgeline Capital Partners, LLC, a Delaware limited liability company, as Tax-Equity Member. The LLCA is governed by the laws of the State of Delaware, with all tax provisions construed under applicable provis

2. Tax Credit Purchase Agreement (the "TCPA"), between Calloway-Briggs Renewables Inc. and Pinehurst Insurance Group, Inc., governing the sale and transfer of specified investment tax credits pursuant to Section 6418 of the Code. The TCPA is governed by the laws of the State of New York.

3. Capital Contribution Agreement, pursuant to which Ridgeline Capital Partners, LLC has committed to make capital contributions to Solstice Holdings, LLC in an aggregate amount of $120,000,000, payable in two tranches as described herein. The Capital Contribution Agreement is governed by the laws of the State of New York.

4. Tax Indemnity Agreement, entered into by CBR in favor of Pinehurst Insurance Group, Inc., providing for indemnification against ITC recapture and disallowance events with respect to the transferred credits. The indemnification obligation is capped at $69,000,000, representing 125% of the $55,200,000 purchase price paid by Pinehurst for the transferred credits. The Tax Indemnity Agreement is governed by the laws of

5. Purchase Option Agreement, granting CBR Solstice Manager, LLC the option to purchase Ridgeline's residual 5% interest in Solstice Holdings, LLC at fair market value (with a floor of $1.00) during the 180-day window following the "flip date" (projected to occur in Q4 2028). The Purchase Option Agreement is governed by the laws of the State of New York.

6. Escrow Agreement, among CBR, Ridgeline, Pinehurst, and Clearwater Escrow Services, Inc. ("Clearwater"), as escrow agent. The escrow account is identified as Escrow Account No. CES-2023-80114. The Escrow Agreement is governed by the laws of the State of New York.

7. Intercompany Contribution Agreement, pursuant to which CBR contributed 100% of its membership interests in each of the seven project companies (as identified in Section 1.6 below) to Solstice Holdings, LLC. The contribution was structured as a tax-free contribution under Section 721 of the Code, and no gain or loss was recognized by CBR or Solstice Holdings in connection therewith.

8. Partnership Representative Designation and Tax Matters Agreement, designating CBR Solstice Manager, LLC (acting through Theo Vasquez as the "designated individual") as partnership representative of Solstice Holdings, LLC under Section 6223 of the Code for all taxable years of the Partnership. The agreement sets forth the rights and obligations of the partnership representative and the notification and consent requ

9. Back-Leverage Intercreditor and Consent Agreement, among Osprey National Bank, N.A. ("Osprey" or "ONB"), Ridgeline Capital Partners, LLC, and CBR. The intercreditor agreement governs the relative rights and priorities of Osprey (as lender under both the construction facility identified as ONB-PF-2022-0341 and the back-leverage term loan facility identified as ONB-PF-2023-0587) and Ridgeline (as Tax-Equity Member u

10. Pledge Agreement, pursuant to which CBR Solstice Manager, LLC has pledged its managing-member interest in Solstice Holdings, LLC to Osprey National Bank, N.A. as security for the $68,000,000 back-leverage term loan (ONB-PF-2023-0587). The pledge was perfected by the filing of a UCC-1 financing statement as described in Section 1.4 below. Original signature pages for each of the foregoing documents, together with

Section 2: Key Transaction Economics — Summary for Your Records For ease of reference, we set forth below a summary of the principal economic terms of the Transaction. 2.1 Tax-Equity Investment (Partnership Flip) The partnership-flip structure between Ridgeline and CBR Manager within Solstice Holdings is summarized as follows: • Total Ridgeline Commitment: $120,000,000 • First Tranche (Funded at Closing): $96,000,000

Section 3: Pending Items and Post-Closing Obligations While the closing has been successfully completed, a number of important post-closing items and ongoing obligations require CBR's attention. We strongly recommend that CBR establish internal tracking and compliance processes for each of the items described below. 3.1 Ridgeline Second Tranche Capital Contribution Under the Capital Contribution Agreement, Ridgeline

Section 4: Document Retention Guidance 4.1 Closing Binder Calderwood & Harkness has prepared a complete closing binder containing all executed transaction documents, tax and legal opinion letters, certificates, escrow instructions, UCC filing confirmations, good standing certificates, and all other ancillary deliverables. The closing binder has been prepared in both digital format (delivered via USB drive and via the

Section 5: Calderwood & Harkness Billing Summary For your records, we provide the following summary of fees and expenses incurred by Calderwood & Harkness in connection with this engagement: • Matter Number: 1015-00005 • Billing Number: 78204-001 • Billed Fees (Hourly): $1,387,500 (reflecting blended hourly rates for all timekeeper categories) • Success Fee: $150,000, earned upon closing of the Transaction on Decembe

Section 6: Continuing Availability Calderwood & Harkness LLP remains available to assist CBR on an ongoing basis with respect to all aspects of the Transaction, including without limitation: • Monitoring and advising on the Ridgeline second tranche capital contribution funding (due by February 6, 2024) • Providing guidance on the preparation and filing of Section 6418 transfer election statements and completion of IR

1. Closing Binder (digital copy on USB drive and via Calderwood & Harkness secure document portal; bound hard copy)

2. Closing Index / Table of Contents

3. Funds Flow Memorandum (executed version, dated December 8, 2023)

5. ITC Claim Support Schedules and Workpapers This letter is intended solely for the information and use of the addressees and the individuals and entities identified in the "cc" list above. It contains information that is privileged, confidential, and subject to the attorney-client privilege and the work product doctrine. Any dissemination, distribution, or copying of this communication by any person other than the