Contract analysis

I. In exchange for the contribution of the Contributed Interests, Contributor (acting through its wholly owned subsidiary, CBR Solstice Manager, LLC) will receive its membership interest in Solstice Holdings, LLC as set forth in the LLCA, and CBR Solstice Manager, LLC will make a cash capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, representing two percent (2%) of

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement or, to the extent not defined herein, in the LLCA. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is

Section 1.2 — Rules of Construction. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," and "

Section 2.1 — Contribution of Interests. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the representations, warranties, covenants, and agreements contained herein, at the Closing, Contributor hereby agrees to contribute, assign, transfer, convey, and deliver to Recipient, and Recipient hereby agrees to accept from Contributor, free and clear of all Encumbrances other than Permi

Section 2.2 — Consideration. In consideration of the contribution of the Contributed Interests by Contributor to Recipient pursuant to Section 2.1 hereof: (a) Recipient hereby issues to CBR Solstice Manager, LLC (as Contributor's designee and the Managing Member of Recipient) the Managing Member Interest in Solstice Holdings, LLC, as such interest is defined, and with the rights, preferences, obligations, and charact

Section 2.3 — Tax Treatment. (a) The Parties intend and agree that the contribution of the Contributed Interests by Contributor to Recipient pursuant to this Agreement shall be treated as a contribution of property to a partnership in exchange for a partnership interest under Section 721(a) of the Code, and that no gain or loss shall be recognized by Contributor or Recipient as a result of such contribution. (b) The

Section 2.4 — Effective Time. The contribution of the Contributed Interests shall be effective as of the Closing. Immediately upon the effectiveness of the Closing, Recipient shall be deemed the sole member of each Project Company, and all rights and obligations of Contributor as sole member of each Project Company shall be transferred to and assumed by Recipient. The Parties agree to take all steps necessary and app

Section 3.1 — Closing. The Closing of the transactions contemplated by this Agreement shall take place simultaneously with the closing of the transactions contemplated by the LLCA, the Capital Contribution Agreement, the Tax Credit Purchase Agreement, and the other Transaction Documents, at such time, date, and place (including by electronic exchange of documents and signatures) as the Parties may agree in writing. T

Section 3.2 — Deliverables of Contributor at Closing. At or prior to the Closing, Contributor shall deliver, or cause to be delivered, to Recipient each of the following: (a) duly executed assignments of membership interest for each of the seven (7) Project Companies, substantially in the form attached hereto as Exhibit A, assigning, transferring, and conveying one hundred percent (100%) of the membership interests i

Section 3.3 — Deliverables of Recipient at Closing. At or prior to the Closing, Recipient shall deliver, or cause to be delivered, to Contributor each of the following: (a) evidence, in form and substance reasonably satisfactory to Contributor, of Recipient's acceptance of the Contributed Interests and the updating of Recipient's books and records to reflect Recipient as the sole member of each Project Company; (b) a

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR Contributor hereby represents and warrants to Recipient as of the date hereof and as of the Closing Date (except where a particular representation or warranty expressly speaks as of a specified date, in which case as of such specified date) as follows:

Section 4.1 — Organization and Good Standing. Contributor 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). Contributor has full corporate power and authority to own, lease, and operate its properties and assets, including the Contributed Interests, and to conduct its business as currently conducted and as propos

Section 4.2 — Authorization. The execution, delivery, and performance by Contributor of this Agreement and each of the other Transaction Documents to which Contributor is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Contributor, including, without limitation, approval by the Board of Directors of Contribut

Section 4.3 — Enforceability. This Agreement has been duly executed and delivered by Contributor and constitutes the legal, valid, and binding obligation of Contributor, enforceable against Contributor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights generall

Section 4.4 — Title to Contributed Interests. Contributor is the sole member and the record and beneficial owner of one hundred percent (100%) of the membership interests in each of the seven (7) Project Companies. The Contributed Interests constitute all of the outstanding membership interests in each Project Company. Contributor holds the Contributed Interests free and clear of all Encumbrances other than Permitted

Section 4.5 — Project Company Organization and Good Standing. Each of the seven (7) Project Companies is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Each Project Company has full limited liability company power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted. Each Project

Section 4.6 — No Conflicts. The execution, delivery, and performance by Contributor of this Agreement and the other Transaction Documents to which Contributor is a party, and the consummation of the transactions contemplated hereby and thereby, including the contribution of the Contributed Interests, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default (w

Section 4.7 — Consents and Approvals. All consents, approvals, authorizations, permits, orders, filings, registrations, and declarations required to be obtained by Contributor or any Project Company from, or to be made by Contributor or any Project Company with, any Governmental Authority or any other Person in connection with the execution, delivery, and performance of this Agreement and the consummation of the tran

Section 4.8 — No Liabilities. Except as set forth on Schedule 4.8 hereto, no Project Company has any liabilities or obligations (whether absolute, accrued, contingent, fixed, or otherwise, and whether due or to become due) other than: (a) liabilities reflected in the books and records of such Project Company as of the date hereof; (b) liabilities incurred in the ordinary course of business consistent with past practi

Section 4.9 — Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the Knowledge of Contributor, threatened in writing, before any Governmental Authority or arbitral body against or relating to Contributor or any Project Company, or any of their respective properties, assets, or businesses, that: (a) would reasonably be expected to affect the Cont

Section 4.10 — Tax Matters. (a) Each Project Company is, and at all times since its formation has been, treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, with Contributor as the sole owner of each such entity for federal income tax purposes. No election has been made or filed to change the tax classification of any Project Company. (b) All tax returns

Section 4.11 — Project Assets and Material Contracts. Each Project Company owns, or has valid rights (by lease, license, easement, or otherwise) to use, all assets, properties, and rights that are necessary for the construction, operation, and maintenance of its respective Project, in each case free and clear of all Encumbrances other than Permitted Encumbrances. Schedule 4.11 attached hereto sets forth a true, corre

Section 4.12 — Real Property. Each Project Company holds valid leasehold interests, easements, rights-of-way, and other real property interests sufficient for the construction, operation, and maintenance of its respective Project, as more particularly described in Schedule 4.12 attached hereto. The site leases for each Project have terms that are co-extensive with, or exceed, the tenor of the applicable Power Purchas

Section 4.13 — Environmental Matters. Each Project Company is, and has been, in compliance in all material respects with all applicable environmental laws, rules, regulations, and orders. All environmental permits, licenses, approvals, and authorizations required for the construction and operation of each Project have been obtained or are in the process of being obtained in the ordinary course, and all such permits a

Section 4.14 — Insurance. Each Project Company maintains, or will maintain upon the occurrence of the applicable COD, insurance coverage meeting the requirements set forth in the LLCA and the applicable Transaction Documents. Such insurance coverage includes: (a) property and casualty insurance policies placed by Sentinel Underwriters, Inc. with Fortis Indemnity Company (or its successor), with coverage limits and de

Section 4.15 — Permits and Regulatory Compliance. Each Project Company has obtained, or is in the process of obtaining in the ordinary course, all permits, licenses, approvals, authorizations, registrations, and certificates of any Governmental Authority that are necessary for the construction and operation of its respective Project, including: (a) interconnection agreements with ERCOT (for the five Texas projects) a

Section 4.16 — EPC and Construction Status. Construction of each Project is being performed by Vasquez Brothers Construction, Inc. under the EPC Agreement, in accordance with the plans, specifications, and schedule set forth therein. Contributor has provided, or will provide prior to Closing, a schedule of construction status for each Project, including percentage of construction completion, anticipated COD, and any

Section 4.17 — Power Purchase Agreements. The following Power Purchase Agreements are in full force and effect as of the date hereof, have been duly authorized, executed, and delivered by the applicable Project Company and, to the Knowledge of Contributor, by the applicable counterparty, and constitute valid and binding obligations of the parties thereto: (a) Texas Projects. Each of the five (5) Texas Project Compani

Section 4.18 — No Brokers. No broker, finder, investment banker, or other intermediary is entitled to any brokerage, finder's, or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of Contributor or any Project Company.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF RECIPIENT Recipient hereby represents and warrants to Contributor as of the date hereof and as of the Closing Date (except where a particular representation or warranty expressly speaks as of a specified date, in which case as of such specified date) as follows:

Section 5.1 — Organization and Good Standing. Recipient is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 88-4071523), formed on August 14, 2023. Recipient has full limited liability company power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted

Section 5.2 — Authorization. The execution, delivery, and performance by Recipient of this Agreement and each of the other Transaction Documents to which Recipient is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of Recipient, including, without limitation, approval by CBR Solstice Manager, LLC

Section 5.3 — Enforceability. This Agreement has been duly executed and delivered by Recipient and constitutes the legal, valid, and binding obligation of Recipient, enforceable against Recipient in accordance with its terms, subject to the Enforceability Exceptions.

Section 5.4 — No Conflicts. The execution, delivery, and performance by Recipient of this Agreem