Contract analysis

Section 1. Representations and Warranties Bringdown The undersigned hereby certifies that all representations and warranties made by CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC in each of the following Transaction Documents are true and correct in all material respects as of the Closing Date (December 8, 2023), with the same force and effect as though made on and as of the Closing Date (except that any

Section 2. Covenants and Conditions Precedent The undersigned hereby certifies that all covenants and agreements required to be performed or complied with by CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC under the LLCA, the TCPA, the Capital Contribution Agreement, and the other Transaction Documents on or before the Closing Date have been duly performed and complied with in all material respects. Withou

Section 3. No Material Adverse Effect The undersigned hereby certifies that since the signing date of the Transaction Documents (September 21, 2023), no event, change, circumstance, condition, occurrence, effect, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as such term is defined in each of the LLCA, the TCPA, and the C

Section 4. No Default The undersigned hereby certifies that: (a) No Default or Event of Default (as each such term is defined in the LLCA, the TCPA, the Capital Contribution Agreement, or the credit facilities with Osprey National Bank, N.A., including Agreement No. ONB-PF-2022-0341 and Agreement No. ONB-PF-2023-0587) has occurred and is continuing as of the Closing Date with respect to CBR, CBR Solstice Manager, LLC

Section 5. No Litigation The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, proceeding, investigation, audit, inquiry, or claim pending or, to the knowledge of the undersigned after due inquiry, threatened against CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies, before any federal, state, or local court, any arbitral body or tribunal,

Section 6. Closing Date Financial Matters The undersigned hereby confirms the following with respect to funds flow and financial matters on the Closing Date: 6.1 Funds Flow. The following transfers of funds are being effectuated on the Closing Date in accordance with the funds flow memorandum agreed upon by the parties and appended to the Escrow Agreement: (a) Ridgeline First Tranche Capital Contribution. Ridgeline C

Section 7. Project Status Confirmation The undersigned hereby confirms the status of each project in the Solstice Portfolio as set forth in the table below: The capacity-weighted average commercial operation date for the Solstice Portfolio is October 25, 2023. 7.1 Power Purchase Agreements. All seven projects in the Solstice Portfolio are operating and generating electricity delivered to the applicable offtaker under

Section 8. Tax Matters Confirmation The undersigned hereby certifies the following with respect to tax matters relevant to the transactions contemplated by the Transaction Documents: (a) Energy Property. Each Project Company's solar energy property, including all solar photovoltaic panels, inverters, racking and tracking systems, electrical collection systems, transformers, switchgear, and other tangible personal pro

Section 9. Reliance; Addressees This Certificate is being delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns: (a) Ridgeline Capital Partners, LLC, 390 Park Avenue, 22nd Floor, New York, New York 10022; (b) Pinehurst Insurance Group, Inc., 175 Constitution Plaza, Hartford, Connecticut 06103; (c) Osprey National Bank, N.A., 300 Madison Aven

Section 10. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. SIGNATURE IN WITNESS WHEREOF, the undersigned