Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Aggregate Escrow Amount" means the sum of the First Tranche Deposit and the Credit Purchase Deposit, totaling One Hundred Fifty-One Million Two Hundred Thousand Dollars ($151,200,000), together with any investment income earned thereon. "Business Day" means any day other than a Saturday, Sunday, or a d

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) references to Sections, Articles, and Exhibits are to the Sections, Articles, and Exhibits of this Agreement; (b) references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; (c) the singular includ

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 — Establishment of Escrow Account Promptly following the execution and delivery of this Agreement, Escrow Agent shall establish and maintain a segregated escrow account designated as Account No. CES-2023-80114 (the "Escrow Account") at the offices of Clearwater Escrow Services, Inc., 100 Wall Street, Suite 600, New York, New York 10005. The Escrow Account shall consist of two sub-accounts, as follows: (a)

Section 2.2 — Deposit of First Tranche by Ridgeline Ridgeline shall deposit, or cause to be deposited, Ninety-Six Million Dollars ($96,000,000) in immediately available funds by wire transfer into Sub-Account A no later than two (2) Business Days prior to the anticipated Closing Date. Wire transfer instructions for Sub-Account A shall be provided by Escrow Agent to Ridgeline upon execution of this Agreement and are s

Section 2.3 — Deposit of Credit Purchase Price by Pinehurst Pinehurst shall deposit, or cause to be deposited, Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) in immediately available funds by wire transfer into Sub-Account B no later than five (5) Business Days prior to the anticipated Closing Date. Wire transfer instructions for Sub-Account B shall be provided by Escrow Agent to Pinehurst upon executi

Section 2.4 — Confirmation of Deposits Upon receipt of each deposit contemplated by Sections 2.2 and 2.3, Escrow Agent shall deliver written confirmation (which may be delivered by email) of such receipt, specifying the amount received and the date and time of receipt, to each of the following: (a) CBR — Attention: Theo Vasquez, Chief Financial Officer, and Priya Anand, Vice President, Project Finance, at Calloway-Br

Section 2.5 — Insufficiency of Deposits If any deposit required to be made under Section 2.2 or Section 2.3 is less than the full required amount, or is not received by Escrow Agent by the applicable deadline specified in such Section, Escrow Agent shall promptly notify all Parties in writing (which may be by email) of such shortfall or non-receipt. Escrow Agent shall have no obligation to release any portion of a de

ARTICLE III — RELEASE OF ESCROW FUNDS

Section 3.1 — General Escrow Agent shall hold the escrowed funds in the Escrow Account and shall release such funds solely in accordance with the provisions of this Article III. No release of escrowed funds shall be made except upon the satisfaction of the applicable Release Conditions and the delivery of Joint Written Instructions to Escrow Agent, or as otherwise expressly provided in this Agreement. Escrow Agent sh

Section 3.2 — Release Conditions (a) First Tranche Release Conditions (Sub-Account A — Ridgeline $96,000,000). Escrow Agent shall release the First Tranche Deposit, together with all accrued and unpaid investment income attributable to Sub-Account A, to the operating account of Solstice Holdings, LLC maintained at Osprey National Bank, N.A. (wire transfer instructions as set forth on Exhibit B attached hereto), upon

Section 3.3 — Joint Written Instructions "Joint Written Instructions" means written instructions delivered to Escrow Agent (which may initially be delivered by email from the authorized representatives identified below, provided that original signatures are delivered to Escrow Agent within three (3) Business Days thereafter) that are signed by the following persons: (a) For release from Sub-Account A: CBR (by any one

Section 3.4 — Simultaneous Release To the extent practicable and consistent with the Funds Flow Memorandum prepared by counsel for the Closing, the releases from Sub-Account A and Sub-Account B shall occur simultaneously on the Closing Date. Escrow Agent shall coordinate the sequence and timing of wire transfers with counsel to the respective Parties, including Calderwood & Harkness LLP (counsel to CBR), Whitfield &

Section 3.5 — Return of Funds Upon Failure to Close If the Closing has not occurred on or before the Outside Date, or if the Transaction Documents are terminated by any Party prior to Closing in accordance with their terms, Escrow Agent shall return the escrowed funds as follows: (a) Return of First Tranche Deposit. Escrow Agent shall return the First Tranche Deposit, together with all accrued and unpaid investment i

Section 3.6 — Partial Releases No partial release of escrowed funds from either Sub-Account A or Sub-Account B shall be permitted except as expressly agreed in supplemental Joint Written Instructions signed by all Parties (including CBR, the applicable Depositing Party, and Escrow Agent's written acknowledgment of such supplemental instructions). Any supplemental Joint Written Instructions authorizing a partial relea

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.1 — Permitted Investments Escrow Agent shall invest and reinvest the escrowed funds held in the Escrow Account in one or more of the following categories of investments (collectively, "Permitted Investments"): (a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of Americ

Section 4.2 — Investment Instructions In the absence of specific written investment instructions received from CBR and the applicable Depositing Party for the relevant sub-account, Escrow Agent shall invest all escrowed funds in Permitted Investments described in Section 4.1(c). Any investment instruction delivered to Escrow Agent must be in writing and signed by an authorized representative of CBR and an authorized

Section 4.3 — Allocation of Investment Income Investment income (including interest, dividends, and gains) earned on funds held in Sub-Account A shall be allocated to Ridgeline and shall be released to or for the account of Ridgeline together with, or in addition to, the principal amount of the First Tranche Deposit upon the release or return of Sub-Account A funds in accordance with this Agreement. Investment income

Section 4.4 — Tax Identification Numbers For purposes of tax reporting with respect to escrow investment income, the following taxpayer identification numbers are provided: (a) CBR: EIN 84-3291076; (b) Ridgeline: EIN 13-4827651; and (c) Pinehurst: EIN 06-1938274. Each of CBR, Ridgeline, and Pinehurst shall deliver a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certifica

Section 4.5 — Risk of Loss Escrow Agent shall not be liable for any loss arising from Permitted Investments, including any loss of principal or investment income resulting from market fluctuations, default by an issuer, or the failure of any depository institution, except to the extent that such loss is caused by the Escrow Agent's own gross negligence or willful misconduct. Escrow Agent shall not be obligated to pay

ARTICLE V — ESCROW AGENT PROVISIONS

Section 5.1 — Duties and Responsibilities The duties and responsibilities of Escrow Agent under this Agreement are purely ministerial in nature and shall be determined solely by the express provisions of this Agreement. Escrow Agent shall not be required to interpret or enforce any other Transaction Document, including, without limitation, the LLCA, the TCPA, the CCA, or the Tax Indemnity Agreement. Escrow Agent is n

Section 5.2 — Reliance Escrow Agent may conclusively rely on, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, request, direction, consent, or other document or communication (including any Joint Written Instructions) that Escrow Agent believes in good faith to be genuine and to have been signed, presented, or given by the proper person or persons. E

Section 5.3 — No Implied Duties Escrow Agent shall have no duty to inquire into or investigate the underlying transaction, the satisfaction of conditions under the Transaction Documents (other than Escrow Agent's receipt of the specific documents and instructions listed in Section 3.2 as conditions to release), or the authority of any person signing Joint Written Instructions or other documents or communications. Esc

Section 5.4 — Conflicting Instructions and Interpleader If at any time Escrow Agent receives conflicting instructions from the Parties, or if Escrow Agent is otherwise uncertain or in doubt as to the proper course of action under this Agreement, Escrow Agent may, at its option: (a) Refrain from taking any action (other than continuing to hold the escrowed funds in the Escrow Account and investing the same in Permitte

Section 5.5 — Resignation and Removal (a) Resignation. Escrow Agent may resign at any time by giving thirty (30) days' prior written notice to all other Parties. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the escrowed funds to such successor in accordance with Section 5.6, or upon the expiration of such thirty (30)-day period, whichever occurs first. (b) Re

Section 5.6 — Successor Escrow Agent Any successor escrow agent appointed pursuant to Section 5.5 shall be a national or state-chartered bank or trust company organized under the laws of the United States or any state thereof, with combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000). Upon accepting appointment as successor escrow agent, such successor shall succeed to all rights,

ARTICLE VI — FEES, EXPENSES, AND INDEMNIFICATION OF ESCROW AGENT

Section 6.1 — Escrow Agent Fees CBR shall pay to Escrow Agent all fees and charges for the establishment, maintenance, and administration of the Escrow Account, including the sub-accounts, as set forth on the fee schedule attached hereto as Exhibit E. Such fees are non-refundable and shall be payable upon execution of this Agreement (with respect to the acceptance and setup fee) and annually thereafter on each annive

Section 6.2 — Expenses CBR shall reimburse Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including wire transfer fees (both incoming and outgoing), postage, courier charges, and photocopying costs. Escrow Agent shall provide CBR with a summary of such expenses on a quarterly basis or upon request. S

Section 6.3 — Indemnification of Escrow Agent (a) CBR, Ridgeline, and Pinehurst, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, penalties, judgments, costs, and expenses (in

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations of CBR CBR hereby represents and warrants to each other Party as of the date hereof as follows: (a) CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas (Texas Secretary of State File No. 803762114; EIN 84-3291076). (b) CBR has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate t

Section 7.2 — Representations of Ridgeline Ridgeline hereby represents and warrants to each other Party as of the date hereof as follows: (a) Ridgeline is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN 13-4827651). (b) Ridgeline has full limited liability company power and authority to execute, deliver, and perform this Agreement and to

Section 7.3 — Representations of Pinehurst Pinehurst hereby represents and warrants to each other Party as of the date hereof as follows: (a) Pinehurst is a corporation duly organized, validly existing, and in good standing under the laws of the State of Connecticut (EIN 06-1938274). (b) Pinehurst has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions

Section 7.4 — Representations of Escrow Agent Escrow Agent hereby represents and warrants to each other Party as of the date hereof as follows: (a) Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York. (b) Escrow Agent has full corporate power and authority to execute, deliver, and perform this Agreement and to serve as Escrow Agent hereunder. (c

Section 8.1 — Form and Delivery of Notices All notices, requests, instructions, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon delivery, if delivered personally (by hand or by messenger or courier service); (b) on the next Business Day after deposit with a nationally recognized overnight couri

Section 8.2 — Notice Addresses Notices shall be addressed as follows: If to CBR: Calloway-Briggs Renewables Inc. 2700 Post Oak Boulevard, Suite 1450 Houston, Texas 77056 Attention: Theo Vasquez, Chief Financial Officer Email: tvasquez@calloway-briggs.com With a copy (which shall not constitute notice) to: Calloway-Briggs Renewables Inc. 2700 Post Oak Boulevard, Suite 1450 Houston, Texas 77056 Attention: Priya Anand,

Section 8.3 — Change of Address Any Party may change its address or other contact information for purposes of notices under this Agreement by giving written notice of such change to all other Parties in accordance with this Article VIII. Any such change shall be effective upon receipt by the other Parties.

Section 9.1 — Termination Events This Agreement shall terminate automatically upon the earliest to occur of the following: (a) the release of all escrowed funds (including accrued investment income) from the Escrow Account in accordance with Article III; (b) the return of all escrowed funds (including accrued investment income) to the respective Depositing Parties in accordance with Section 3.5; (c) the deposit of al

Section 9.2 — Survival Notwithstanding the termination of this Agreement, the provisions of Article VI (Fees, Expenses, and Indemnification of Escrow Agent) and Article XI (Governing Law; Jurisdiction; Waiver of Jury Trial) shall survive such termination and shall remain in full force and effect indefinitely (or, in the case of indemnification obligations under Section 6.3, until the expiration of the applicable stat

Section 10.1 — Amendments and Waivers This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all four Parties hereto (CBR, Ridgeline, Pinehurst, and Escrow Agent). No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party or Parties granting such waiver. No failure or delay by any Party in exercising any right, power, or p

Section 10.2 — Entire Agreement This Agreement, together with the Exhibits attached hereto and incorporated herein by reference and the other Transaction Documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, representations, warranties, and understandings, whether oral or written, among the Parties relati

Section 10.3 — Severability If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any jurisdiction, then such invalidity, illegality, voidness, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect,

Section 10.4 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties, except t

Section 10.5 — Counterparts; Electronic Signatures This Agreement may be executed in two 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 email in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic an

Section 10.6 — No Third-Party Beneficiaries This Agreement is entered into solely for the benefit of the Parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that Solstice Holdings, LLC an

Section 10.7 — Relationship of Parties Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship, or fiduciary relationship among any of the Parties. No Party shall have the authority to bind any other Party or to act on behalf of any other Party in any capacity. Escrow Agent is acting solely in the capacity of escrow agent as expressly provided herein and is not acting

Section 10.8 — Patriot Act Compliance / Anti-Money Laundering Escrow Agent hereby notifies each other Party that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, enacted October 26, 2001, as amended) and applicable anti-money laundering laws, regulations, and executive orders, Escrow Agent is required to obtain, verify, and record information that identifies each person or entity tha

ARTICLE XI — GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

Section 11.1 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York, without regard to conflicts-of-law principles thereof that would result in the application of the laws of any other jurisdiction. The Parties acknowledge and agree that the State of New York bears a reasonable relation to this Agreement and to the transactions

Section 11.2 — Jurisdiction and Venue Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York sitting in the Borough of Manhattan, City of New York (and any appellate courts therefrom), for the purpose of any action, suit, or proceeding arising out of or relating t

Section 11.3 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY