Contract analysis

ARTICLE I — DEFINITIONS AND CONSTRUCTION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to such terms elsewhere in this Agreement. "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time. "Adjusted Capital Account" means, with respect to any Mem

Section 1.2 — Rules of Construction Unless the context otherwise requires, the following rules of construction shall apply to the interpretation of this Agreement: (a) The headings and captions used in this Agreement are inserted for convenience of reference only and shall not be used in the interpretation or construction of this Agreement. (b) Words importing the singular number shall include the plural and vice ver

Section 1.3 — Exhibits and Schedules The following Exhibits and Schedules are attached hereto and incorporated herein by reference as if fully set forth in this Agreement: Exhibits: • Exhibit A — Members and Percentage Interests (Schedule A) • Exhibit B — Yield Model • Exhibit C — Form of Capital Account Maintenance • Exhibit D — Insurance Requirements • Exhibit E — List of Project Companies • Exhibit F — Form of Com

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on August 14, 2023. The Members hereby agree that the rights, duties, and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. The Company's Employer Identification Number

Section 2.2 — Name The name of the Company is "Solstice Holdings, LLC." The Company may conduct its business under such name or under any other assumed or trade name as the Managing Member may determine from time to time; provided, that the Managing Member shall comply with all applicable filing and registration requirements in connection with the use of any such assumed or trade name.

Section 2.3 — Registered Office and Agent The registered agent of the Company for service of process in the State of Delaware is Cascade Systems The address of the registered office of the Company in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Managing Member may change the registered agent or the registered office of the Company from time to time in compliance with the Act by

Section 2.4 — Principal Office The principal office of the Company shall initially be located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, which is the principal office of CBR. The Managing Member may change the location of the principal office from time to time upon not less than thirty (30) days' prior written notice to the Investor.

Section 2.5 — Term The term of the Company shall be perpetual, unless and until the Company is dissolved in accordance with the provisions of Article XIV of this Agreement. The existence of the Company as a separate legal entity shall continue until the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with Section 14.4.

Section 2.6 — Purpose The purpose of the Company is, and the Company is authorized, to engage in the following activities: (a) to own, directly or indirectly, one hundred percent (100%) of the membership interests in each of the seven Project Companies; (b) to develop, construct, own, operate, maintain, and finance the Solstice Portfolio, consisting of 420 MW(dc) of utility-scale solar photovoltaic projects located a

Section 2.7 — Tax Classification The Company shall be classified as a partnership for federal income tax purposes and for applicable state and local income tax purposes. Each Member agrees that it will not take any action, make any election, or file any form or document with any Governmental Authority that is inconsistent with the treatment of the Company as a partnership for federal income tax purposes. Without limi

Section 2.8 — Title to Property All real and personal property owned by the Company shall be owned by the Company as an entity, and no Member, individually, shall have any ownership interest in any Company property. Each Member's Membership Interest in the Company shall be personal property for all purposes. Except as otherwise provided in this Agreement, neither the Company nor any Member shall have any interest in

Section 2.9 — No State-Law Partnership The Company is formed under the Act as a limited liability company and not as a general partnership, limited partnership, joint venture, or any other type of entity or association. Neither the execution of this Agreement nor the formation of the Company shall be construed to create a general partnership, limited partnership, joint venture, or any other relationship between the M

ARTICLE III — MEMBERS; INTERESTS

Section 3.1 — Members The Members of the Company and their respective addresses are as follows: (a) Managing Member: CBR Solstice Manager, LLC, a Delaware limited liability company (disregarded entity for federal income tax purposes; sole member: Calloway-Briggs Renewables Inc., a Texas corporation), EIN: 88-4071597. Address: 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056. (b) Tax-Equity Member / Investor:

Section 3.2 — Membership Interests Each Member's interest in the Company (such Member's "Membership Interest") shall consist of such Member's rights to allocations of income, gain, loss, deduction, and credits (including Investment Tax Credits), distributions of Distributable Cash and other amounts, and all governance and voting rights (including consent rights) set forth in this Agreement. The Membership Interests i

Section 3.3 — Percentage Interests The Percentage Interests of the Members are set forth in Schedule A (Exhibit A) attached hereto and are summarized below: Pre-Flip Period (Closing Date through Flip Date): Post-Flip Period (day after Flip Date and thereafter): The Percentage Interests set forth above shall be subject to adjustment only as expressly provided in this Agreement. For the avoidance of doubt, the allocati

Section 3.4 — Representations and Warranties of the Members (a) Mutual Representations and Warranties. Each Member hereby represents and warrants to the other Member as of the Signing Date and as of the Closing Date as follows: (i) Due Organization. Such Member is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full power and authority to execute and d

Section 3.5 — No Personal Liability No Member shall be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company. The Members shall have only such liability as is expressly provided in this Agreement or under the Act to the extent such liability cannot be waived or eliminated by this Agreement.

ARTICLE IV — PROJECT COMPANIES AND PORTFOLIO

Section 4.1 — Project Companies The Company directly owns one hundred percent (100%) of the membership interests in each of the following seven Project Companies, each of which is a Delaware limited liability company classified as a disregarded entity for federal income tax purposes: Each Project Company owns the solar energy property, site leases, interconnection rights, PPAs, permits, and other assets associated wi

Section 4.2 — EPC Contract The Company and the Project Companies have entered into a Master Engineering, Procurement, and Construction Agreement (the "EPC Contract") with Vasquez Brothers Construction, Inc. (EIN 75-2648103), covering the design, engineering, procurement, construction, commissioning, and testing of all seven projects comprising the Solstice Portfolio. The aggregate contract price under the EPC Contrac

Section 4.3 — Power Purchase Agreements The Project Companies have entered into PPAs with the following offtakers for the sale of electrical energy and associated renewable energy certificates generated by the projects: (a) Texas Projects (Pecos Sun, Red Mesa, Coyote Flats, Llano Verde, and Amistad): Each of the five Texas Project Companies has entered into a PPA with Lone Star Grid Solutions, LLC (the "TX Offtaker")

Section 4.4 — Interconnection The interconnection arrangements for the projects comprising the Solstice Portfolio are as follows: (a) Texas Projects: The five Texas projects (Pecos Sun, Red Mesa, Coyote Flats, Llano Verde, and Amistad) are interconnected to the Electric Reliability Council of Texas ("ERCOT") transmission system pursuant to interconnection agreements entered into by the applicable Project Companies wi

Section 4.5 — Covenants Regarding Project Companies (a) The Managing Member shall cause each Project Company to comply in all material respects with all material agreements to which such Project Company is a party, all permits and governmental approvals applicable to such Project Company, and all Applicable Law. (b) Neither the Managing Member nor any Project Company shall amend, modify, terminate, or waive any mater

ARTICLE V — CAPITAL CONTRIBUTIONS

Section 5.1 — Investor Capital Contributions The Investor has committed to make aggregate Capital Contributions to the Company in the total amount of One Hundred Twenty Million Dollars ($120,000,000), to be funded in two tranches as follows: (a) First Tranche. The Investor shall contribute Ninety-Six Million Dollars ($96,000,000), representing eighty percent (80%) of the total Investor Capital Contribution, on the Cl

Section 5.2 — Managing Member Capital Contribution The Managing Member shall contribute Two Million Four Hundred Thousand Dollars ($2,400,000) in cash to the Company on or prior to the Closing Date, representing two percent (2%) of the Investor's total Capital Contribution. The Managing Member's Capital Contribution is consistent with the minimum investment requirements set forth in Revenue Procedure 2007-65 and is i

Section 5.3 — Capital Accounts A Capital Account shall be established and maintained for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv) and the following rules: (a) Initial Balances. Each Member's Capital Account shall be initially credited with the amount of such Member's initial Capital Contribution (or, in the case of contributed property other than cash, the Gross Asset Value of such prope

Section 5.4 — Contribution of Project Company Interests Pursuant to the Intercompany Contribution Agreement dated as of September 21, 2023, CBR has contributed (or caused to be contributed) one hundred percent (100%) of the membership interests in each of the seven Project Companies to the Company. Such contribution is intended to be treated as a tax-free contribution under § 721 of the Code, and the Members agree th

Section 5.5 — No Additional Capital Contributions No Member shall be required or obligated to make any Capital Contribution to the Company in excess of the amounts specified in Sections 5.1 and 5.2 of this Agreement without such Member's prior written consent. No Member shall be required to lend money to the Company or guarantee the obligations of the Company.

Section 5.6 — Return of Capital Contributions No Member shall have the right to withdraw, or to demand or receive the return of, all or any portion of such Member's Capital Contribution, except through distributions made in accordance with Article VII or Article XIV of this Agreement. Under circumstances requiring a return of any Member's Capital Contribution, no Member shall have the right to receive property other

Section 5.7 — Failure to Fund (a) Investor Default. If the Investor fails to fund any tranche of its Capital Contribution when due under this Agreement, the Managing Member shall provide written notice of such failure to the Investor. The Investor shall have a cure period of ten (10) Business Days following receipt of such notice to fund the delinquent Capital Contribution. If the Investor fails to fund within such c

Section 6.1 — Allocation of Net Income and Net Loss — Pre-Flip Period During the Pre-Flip Period (from the Closing Date through the Flip Date, inclusive), all Tax Items (including items of income, gain, loss, deduction, and credits, including Investment Tax Credits and MACRS depreciation deductions) shall be allocated among the Members as follows: (a) Ninety-nine percent (99%) of all Tax Items shall be allocated to t

Section 6.2 — Allocation of Net Income and Net Loss — Post-Flip Period During the Post-Flip Period (commencing on the day immediately following the Flip Date and continuing through the remaining term of the Company), all Tax Items shall be allocated among the Members as follows: (a) Five percent (5%) of all Tax Items shall be allocated to the Investor; and (b) Ninety-five percent (95%) of all Tax Items shall be alloc

Section 6.3 — Determination of Flip Date (a) The Flip Date shall occur on the last day of the Fiscal Year (or partial Fiscal Year) in which the Investor's cumulative after-tax internal rate of return on its Capital Contributions first equals or exceeds the Target Yield of 7.25%. (b) The Target Yield calculation shall be based on the methodology and assumptions set forth in the Yield Model (Exhibit B). The inputs to t