Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the results of Uniform Commercial Code ("UCC") lien searches, federal and state tax lien searches, judgment and litigation searches, and fixture filing searches conducted in connection with the anticipated closing on December 8, 2023 of the $180,000,000 tax-equity and transferable tax-credit financing for the Solstice Portfolio (the "Transaction"). The Solstice Portfoli

II. SCOPE OF SEARCHES A. Entities Searched Searches were conducted against the following ten (10) entities, each of which is a party to, or whose assets are subject to the security arrangements in connection with, the Transaction: Each of the seven Project Companies is currently a wholly owned subsidiary of CBR. At the closing of the Transaction, CBR will contribute 100% of the membership interests in each Project Co

1. UCC Financing Statement Searches. Searches for all UCC-1 financing statements, UCC-3 amendments (including amendments to collateral descriptions, continuations, assignments, and termination statements), and any other UCC filings indexed under the name of any of the searched entities as debtor. These searches were conducted at the Secretary of State level in each applicable state and, for fixture filings, at the co

2. Federal Tax Lien Searches. Searches for notices of federal tax liens filed by the Internal Revenue Service under 26 U.S.C. § 6323 against any of the searched entities. Federal tax lien notices were searched at both the Secretary of State level and the county recorder level, as applicable, in Delaware, Texas, and New Mexico.

3. State Tax Lien Searches. Searches for state tax lien filings against the searched entities. In Texas, searches were conducted with the Texas Comptroller of Public Accounts. In New Mexico, searches were conducted with the New Mexico Taxation and Revenue Department. In Delaware, franchise tax status was confirmed for each Delaware-formed entity.

4. Judgment and Litigation Searches. Searches of county court and federal court judgment indices in all applicable jurisdictions to identify any outstanding judgments, pending litigation, or unsatisfied judgment liens against any of the searched entities. Federal court searches included the United States District Courts for the Southern District of Texas, the Western District of Texas, the District of New Mexico, and

5. Fixture Filing Searches. Searches with the county recorder or clerk in each of the seven project counties for fixture filings under UCC § 9-502(b), covering equipment and other fixtures installed at each project site. D. Search Providers and Dates All searches were ordered through and conducted by Capitol Information Services, Inc. ("CIS"), Calderwood & Harkness's primary search vendor for UCC and lien searches. C

III. SEARCH RESULTS BY ENTITY Set forth below are the detailed search results for each of the ten searched entities, organized by entity. A. Calloway-Briggs Renewables Inc. (CBR) Jurisdiction Searched: Texas Secretary of State; Harris County, Texas

1. UCC Financing Statement Search (Texas Secretary of State). One (1) UCC-1 financing statement was identified on file against Calloway-Briggs Renewables Inc. as debtor, with the following details: • Filing Number: 23-0042871501 • Original Filing Date: March 22, 2022 • Secured Party: Osprey National Bank, N.A., 300 Madison Avenue, New York, NY 10017 • Debtor: Calloway-Briggs Renewables Inc., 1200 Louisiana Street, Su

2. Federal Tax Lien Search (Texas Secretary of State and Harris County, Texas). No notices of federal tax liens filed by the Internal Revenue Service were found against Calloway-Briggs Renewables Inc. (EIN 84-3291076) in either the Texas Secretary of State records or the Harris County Clerk's records.

3. State Tax Lien Search (Texas Comptroller of Public Accounts). No state tax liens were found against Calloway-Briggs Renewables Inc. The Texas Comptroller's records confirm that CBR is current on all Texas franchise tax obligations.

4. Judgment and Litigation Search (Harris County, Texas; S.D. Tex.; W.D. Tex.). No outstanding judgments, pending suits, or unsatisfied judgment liens were identified against Calloway-Briggs Renewables Inc. in the Harris County District Clerk's records, the Harris County civil court indices, or the United States District Court for the Southern District of Texas or the Western District of Texas.

5. Conclusion. No unexpected liens or encumbrances were identified against CBR. The sole UCC-1 filing is an expected filing by Osprey National Bank, N.A. in connection with the existing construction-to-term loan facility and will be addressed at closing through UCC-3 amendment filings as described in Section V of this memorandum. B. CBR Solstice Manager, LLC (CBR Manager) Jurisdiction Searched: Delaware Secretary of

1. UCC Financing Statement Search (Delaware Secretary of State). No UCC-1 financing statements are on file against CBR Solstice Manager, LLC as debtor.

2. Federal Tax Lien Search (Delaware Secretary of State). No notices of federal tax liens were found against CBR Solstice Manager, LLC (EIN 88-4071597).

3. Entity Formation and Related Notes. CBR Solstice Manager, LLC was formed in the State of Delaware on August 14, 2023 by the filing of a Certificate of Formation with the Delaware Secretary of State. It is a single-member limited liability company; its sole member is Calloway-Briggs Renewables Inc. CBR Manager is treated as a disregarded entity for federal income tax purposes. Its registered agent is Cascade System

4. Conclusion. Clean — no liens, encumbrances, or other filings were identified against CBR Manager. A new UCC-1 financing statement will be filed in Delaware at closing to perfect the pledge of CBR Manager's managing-member interest in Solstice Holdings, LLC to Osprey National Bank, N.A. under the back-leverage term loan, as described in Section V.B below. C. Solstice Holdings, LLC (the Partnership) Jurisdiction Sea

1. UCC Financing Statement Search (Delaware Secretary of State). No UCC-1 financing statements are on file against Solstice Holdings, LLC as debtor.

2. Federal Tax Lien Search (Delaware Secretary of State). No notices of federal tax liens were found against Solstice Holdings, LLC (EIN 88-4071523).

3. Entity Formation and Related Notes. Solstice Holdings, LLC was formed in the State of Delaware on August 14, 2023 by the filing of a Certificate of Formation with the Delaware Secretary of State. It will be classified as a partnership for federal income tax purposes upon the admission of Ridgeline Capital Partners, LLC as the Tax-Equity Member at closing. Prior to closing, it is a disregarded entity wholly owned b

4. Conclusion. Clean — no liens, encumbrances, or other filings were identified against Solstice Holdings. No UCC filings are expected against Solstice Holdings as debtor under the current transaction structure. Solstice Holdings is the issuer of the membership interests that are the subject of the pledge by CBR Manager to Osprey, but Solstice Holdings itself is not a debtor under the back-leverage loan facility. D.

1. Pecos Sun Solar, LLC (85 MW — Reeves County, Texas). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file: • Filing Number: 2022-1847293 • Original Filing Date: March 22, 2022 • Secured Party: Osprey National Bank, N.A., 300 Madison Avenue, New York, NY 10017 • Debtor: Pecos Sun Solar, LLC, c/o Calloway-Briggs Renewables Inc., 1200 Louisiana Street, Suite 3200, Houston

2. Red Mesa Solar, LLC (70 MW — Pecos County, Texas). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file by Osprey National Bank, N.A. as secured party, with substantially the same collateral description as the Pecos Sun filing described above. Filing Number 2022-1847307, filed March 22, 2022. Status: Active. Expected filing associated with the construction facility (ON

3. Coyote Flats Solar, LLC (65 MW — Ward County, Texas). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file by Osprey National Bank, N.A. as secured party. Filing Number 2022-1847321, filed March 22, 2022. Collateral description substantially identical to the other Project Company filings. Status: Active. Expected filing associated with the construction facility (ONB-PF

4. Llano Verde Solar, LLC (55 MW — Hudspeth County, Texas). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file by Osprey National Bank, N.A. as secured party. Filing Number 2022-1847339, filed March 22, 2022. Collateral description substantially identical to the other Project Company filings. Status: Active. Expected filing associated with the construction facility (ONB

5. Cimarron Solar, LLC (50 MW — Lea County, New Mexico). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file by Osprey National Bank, N.A. as secured party. Filing Number 2022-1847354, filed March 22, 2022. Collateral description substantially identical to the other Project Company filings. Status: Active. Expected filing associated with the construction facility (ONB-PF

6. Sandoval Ridge Solar, LLC (50 MW — Sandoval County, New Mexico). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file by Osprey National Bank, N.A. as secured party. Filing Number 2022-1847368, filed March 22, 2022. Collateral description substantially identical to the other Project Company filings. Status: Active. Expected filing associated with the construction facil

7. Amistad Solar, LLC (45 MW — Val Verde County, Texas). Delaware Secretary of State — UCC Search. One (1) UCC-1 financing statement was identified on file by Osprey National Bank, N.A. as secured party. Filing Number 2022-2914782, filed October 4, 2022. This filing was made later than the other Project Company filings because Amistad Solar, LLC was added to the construction facility collateral package pursuant to th

IV. ANALYSIS OF EXISTING OSPREY FILINGS A. Construction Facility Context Osprey National Bank, N.A. provided a $245,000,000 construction-to-term loan facility to CBR and the Project Companies pursuant to the Construction-to-Term Loan Agreement dated as of March 15, 2022 (Agreement No. ONB-PF-2022-0341), as amended by the First Amendment dated as of September 30, 2022 (adding Amistad Solar, LLC to the borrower group a

V. CLOSING ACTIONS — UCC-3 AMENDMENTS AND NEW UCC-1 FILINGS A. UCC-3 Amendments to Existing Osprey Filings At or promptly following the closing on December 8, 2023, UCC-3 amendment filings will be made to the existing Osprey UCC-1 financing statements to reflect the post-closing collateral structure. The specific amendments are as follows: Project Company Filings. UCC-3 amendments will be filed against each of the se

Section 4.2 of the Pledge Agreement between CBR Solstice Manager, LLC and Osprey National Bank, N.A. provides that CBR Manager hereby authorizes Osprey to file UCC-1 financing statements, UCC-3 amendments, continuations, and any other UCC filings as Osprey may deem necessary or advisable to perfect, maintain, and continue the perfection of Osprey's security interest in the pledged managing-member interest, without fu

VI. FEDERAL AND STATE TAX LIEN SEARCH RESULTS A. Federal Tax Lien Searches Federal tax lien searches were conducted in all applicable jurisdictions — Delaware, Texas, and New Mexico — for all ten (10) searched entities, to identify any notices of federal tax liens filed by the Internal Revenue Service under 26 U.S.C. § 6323. Under federal law, IRS tax liens attach to all property and rights to property of the taxpaye

VII. JUDGMENT AND LITIGATION SEARCH RESULTS Judgment lien searches and litigation searches were conducted in all applicable county courts and United States District Courts for the relevant jurisdictions to identify any outstanding judgments, pending lawsuits, or unsatisfied judgment liens against any of the ten searched entities. The results are set forth below. Harris County, Texas (CBR headquarters). A search of th

VIII. CONCLUSIONS AND RECOMMENDATIONS A. Overall Conclusion Based on the comprehensive UCC, federal and state tax lien, judgment and litigation, and fixture filing searches conducted across all applicable jurisdictions and filing offices as described in this memorandum, the following conclusions are reached:

1. All search results are clean, with the sole exception of the expected UCC-1 financing statements and fixture filings made by Osprey National Bank, N.A. in connection with the existing $245,000,000 construction-to-term loan facility (Agreement No. ONB-PF-2022-0341). A total of twenty-two (22) existing UCC-1 and fixture filings were identified, all of which were anticipated by the deal team and are consistent with t

2. No unexpected liens, judgments, federal or state tax liens, mechanic's liens, or other encumbrances of any kind were identified against any of the ten searched entities in any of the searched jurisdictions.

3. No competing or conflicting security interests were identified. Osprey National Bank, N.A. is the sole secured creditor of record.

4. The existing Osprey filings are being addressed at closing through UCC-3 amendments to reflect the post-closing collateral structure and through a new UCC-1 financing statement to perfect the back-leverage pledge, as described in detail in Section V of this memorandum and scheduled in Exhibit C hereto. B. Closing Conditions Satisfied The lien search results summarized in this memorandum satisfy the lien-search clo

1. Proceed with Closing. The Transaction should proceed to closing on December 8, 2023 as scheduled, subject to the completion of the UCC-3 amendment filings and the new UCC-1 financing statement filing described in Section V. The lien search results present no impediment to closing.

2. File-Stamped Copies. File-stamped copies of all new and amended UCC filings should be obtained promptly after closing for inclusion in the closing binder. Calderwood & Harkness will coordinate with CIS and the relevant filing offices to ensure prompt receipt of confirmed copies.

3. Calendar Continuation Deadlines. Five-year UCC continuation statement deadlines should be calendared for all new UCC-1 filings made at closing. Under UCC § 9-515(a), a financing statement is effective for a period of five (5) years after the date of filing. A continuation statement must be filed within six (6) months before the expiration of the five-year period to maintain perfection. Failure to timely file a con

4. Ongoing Lien Monitoring. Ongoing periodic monitoring of lien filings against the Transaction entities may be warranted during the five-year investment tax credit ("ITC") recapture period under Section 50(a) of the Code. Under the Tax Indemnity Agreement dated as of December 8, 2023, between CBR and Pinehurst Insurance Group, Inc., CBR has agreed to indemnify Pinehurst for any ITC recapture triggered by a dispositi

IX. EXHIBITS Exhibit A — Search Reports The following search certificates and reports are attached hereto as Exhibit A, organized by entity and jurisdiction. All original or certified copies will be included in the closing binder for the Transaction. Exhibit B — Schedule of Existing UCC-1 Filings (Osprey National Bank, N.A.) The following table sets forth all existing UCC-1 financing statements and fixture filings id