Contract analysis

1. Certificate of Formation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of CBR Solstice Manager, LLC (the "Certificate of Formation"), as filed with the Secretary of State of the State of Delaware on August 14, 2023. No amendments, restatements, supplements, or other modifications have been made to the Certificate of Formation since the date of its original fili

2. Limited Liability Company Agreement. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of CBR Solstice Manager, LLC (the "Company LLC Agreement"), as in effect on the date hereof. The sole member of CBR Manager under the Company LLC Agreement is Calloway-Briggs Renewables Inc., a Texas corporation (EIN: 84-3291076; Texas Secretary of State File No.: 80376

3. Member Consent / Resolutions Authorizing the Transaction. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Sole Member of CBR Solstice Manager, LLC (the "Member Consent"), duly adopted as of September 15, 2023, by Calloway-Briggs Renewables Inc., as the sole member of CBR Manager. The Member Consent has not been subsequently revoked, rescinded, amended, or modified a

4. Incumbency of Authorized Signatories. The undersigned hereby certifies that the following persons are duly authorized representatives of CBR Solstice Manager, LLC, that each holds the office or position set forth opposite his or her name below, and that the signature set forth opposite each such person's name is his or her genuine signature: Each such person identified in the table above is authorized to execute,

5. Good Standing. Attached hereto as Exhibit D is a certificate of good standing (or equivalent certificate of status) for CBR Solstice Manager, LLC issued by the Secretary of State of the State of Delaware, dated December 4, 2023, which date is not more than five (5) business days prior to the date hereof. Such certificate confirms that CBR Manager was duly formed on August 14, 2023, is validly existing, and is in g

6. No Dissolution, Bankruptcy, or Adverse Proceedings. The undersigned hereby certifies that: (i) no proceedings have been commenced or are pending for the dissolution, liquidation, or winding up of CBR Manager, whether voluntary or involuntary, and no action or vote has been taken to authorize any such proceeding; (ii) no petition in bankruptcy has been filed by or against CBR Manager under Title 11 of the United St

7. No Amendments or Changes. The undersigned hereby certifies that: (i) the Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since its filing with the Secretary of State of the State of Delaware on August 14, 2023, and remains in full force and effect; (ii) the Company LLC Agreement has not been amended, restated, supplemented, or otherwise modified since its execution, and

8. Reliance. This Certificate is being delivered in connection with the closing of the transactions contemplated by the LLCA, the Capital Contribution Agreement, the Tax Credit Purchase Agreement, and the other Transaction Documents. The undersigned understands and acknowledges that each of the following parties is entitled to rely upon this Certificate and the accuracy, completeness, and truthfulness of each of the

Section 1.1 Formation. The Company was formed as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "Act"), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on August 14, 2023.

Section 1.2 Name. The name of the Company is "CBR Solstice Manager, LLC." The business of the Company may be conducted under such name or under any other name or names that the Member may designate from time to time.

Section 1.3 Registered Agent and Office. The registered agent of the Company in the State of Delaware is Cascade Systems, and the registered office of the Company in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Member may change the registered agent and registered office from time to time in accordance with the Act.

Section 1.4 Principal Office. The principal office of the Company shall be located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, or at such other place as the Member may designate from time to time.

Section 1.5 Employer Identification Number. The Company has been assigned Employer Identification Number 88-4071597 by the Internal Revenue Service.

Section 1.6 Purpose. The purpose of the Company is to serve as the managing member of Solstice Holdings, LLC, a Delaware limited liability company, and to engage in any and all activities necessary, incidental, or related thereto, and to exercise all powers permitted to limited liability companies under the Act and the laws of any jurisdiction in which the Company may do business.

Section 1.7 Term. The Company shall have a perpetual existence unless dissolved in accordance with the Act or this Agreement.

ARTICLE II — MEMBER; MANAGEMENT

Section 2.1 Sole Member. The sole member of the Company is Calloway-Briggs Renewables Inc., a Texas corporation, headquartered at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056.

Section 2.2 Management. The Company shall be managed by its Member. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business.

Section 2.3 Authorized Representatives. The Member may, from time to time, designate one or more individuals to act as authorized representatives of the Company. Each such authorized representative shall have the power and authority to execute documents and take actions on behalf of the Company as the Member may determine. The Member hereby designates the officers of Calloway-Briggs Renewables Inc. as authorized repr

Section 2.4 Officers. The Company shall not have officers as such, but the officers of the Member (or individuals designated by the Member) shall serve as the authorized representatives of the Company with such authority as the Member may prescribe.

Section 3.1 Disregarded Entity. As the Company has a single member, the Company shall be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3(b)(1)(ii). The Company shall not elect to be treated as an association taxable as a corporation. All items of income, deduction, gain, loss, and credit of the Company shall be reported on the federal income tax return of t

Section 3.2 State and Local Taxes. The Company shall comply with all applicable state and local tax filing requirements consistent with its treatment as a disregarded entity for federal income tax purposes, unless otherwise required by applicable law.

ARTICLE IV — CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

Section 4.1 Capital Contributions. The Member has contributed or shall contribute to the Company such cash and other property as the Member deems necessary or appropriate.

Section 4.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member may determine.

Section 5.1 Dissolution Events. The Company shall be dissolved upon the earliest to occur of (a) the written consent of the Member, (b) the entry of a decree of judicial dissolution pursuant to 6 Del. C. § 18-802, or (c) any other event required under the Act.

Section 5.2 Winding Up. Upon dissolution, the Member shall wind up the affairs of the Company in accordance with the Act.

Section 6.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Section 6.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by the Member.

Section 6.3 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, with respect thereto. IN WITNESS WHEREOF, the Member has executed this Limited Liability Company Agreement as of August 14, 2023. CALLOWAY-BRIGGS RENEWABLES INC. (Sole Member) By: ________ Nam