Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement. "Borrower" means CBR Solstice Manager, LLC, a Delaware limited liability company. "Calloway-Briggs" or "CBR" means Calloway-Briggs Renewables Inc., a Texas corporation (EIN: 84-3291076

Section 1.2 — Rules of Construction (a) All references in this Agreement to Articles, Sections, Exhibits, and Schedules are to the Articles, Sections, Exhibits, and Schedules of this Agreement, unless the context otherwise requires. (b) Terms defined in the UCC (as in effect in the State of New York) and not otherwise defined herein shall have the respective meanings given to such terms in the UCC. (c) The headings a

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.1 — Pledge and Grant As security for the full and prompt payment, performance, and satisfaction of all Obligations, the Pledgor hereby pledges, assigns, and grants to the Secured Party a continuing first-priority security interest in and to all of the Pledgor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired (collectively, the "Collateral"): (a) T

Section 2.2 — Security for Obligations The Collateral secures the full and prompt payment, performance, and satisfaction of all Obligations of the Pledgor to the Secured Party under the Loan Agreement (including the Sixty-Eight Million Dollar ($68,000,000) back-leverage term loan) and all related loan documents, including, without limitation, all principal, interest (including post-petition interest), fees, costs, ex

Section 2.3 — Delivery of Pledged Interest (a) The parties acknowledge that the Pledged Interest is an uncertificated membership interest in a Delaware limited liability company and is not represented by any certificate or instrument. Accordingly, no delivery of any certificate or instrument is required or contemplated hereunder. (b) On or before the Closing Date, the Pledgor shall cause the Partnership to register t

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF PLEDGOR The Pledgor hereby represents and warrants to the Secured Party as of the Closing Date and as of each date on which any representation or warranty is deemed to be repeated under the Loan Agreement, as follows:

Section 3.1 — Organization and Standing The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor was formed on August 14, 2023, pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware. The Pledgor's Employer Identification Number is 88-4071597. The sole member of the Pledgor is Callo

Section 3.2 — Authority and Enforceability The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action on the part of the Pledgor and by all necessary corporate action on the part of Calloway-Briggs Renewables Inc., as the sole member of the Pledgor. This Agreement has been duly executed and delivered by the Pledgor and constitu

Section 3.3 — No Conflicts The execution, delivery, and performance of this Agreement by the Pledgor do not and will not: (a) violate, conflict with, or result in a breach of, any provision of the Certificate of Formation or the Limited Liability Company Agreement of the Pledgor; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that with notice or lapse of time or both would

Section 3.4 — Title to Pledged Interest The Pledgor is the sole managing member of the Partnership and holds the Pledged Interest free and clear of all liens, security interests, pledges, encumbrances, charges, claims, options, and restrictions of any kind, other than: (i) the security interest granted to the Secured Party herein; (ii) existing UCC-1 financing statements filed by Osprey National Bank, N.A. in connect

Section 3.5 — No Prior Assignment Except as disclosed in Section 3.4, the Pledgor has not previously pledged, assigned, hypothecated, or otherwise granted a security interest in or lien upon the Pledged Interest, or any portion thereof, to any other person or entity, and the Pledgor has not entered into any agreement or arrangement with any person or entity to do so. The only existing UCC financing statement filings

Section 3.6 — Partnership Structure The Partnership, Solstice Holdings, LLC (EIN: 88-4071523), is a Delaware limited liability company formed on August 14, 2023. The Partnership holds one hundred percent (100%) of the membership interests in the seven Project Companies constituting the Solstice Portfolio. The members of the Partnership are as follows: (a) CBR Solstice Manager, LLC (Managing Member) — EIN: 88-4071597.

Section 3.7 — Consents All necessary consents, approvals, authorizations, and waivers required for the execution, delivery, and performance of this Agreement have been duly obtained, including, without limitation: (a) the consent of Ridgeline Capital Partners, LLC under the LLCA, to the extent required for the pledge of the managing member interest by the Pledgor in favor of the Secured Party; (b) the consent of all

Section 3.8 — Location of Pledgor The Pledgor's principal place of business and chief executive office is located at 2700 Post Oak Boulevard, Suite 1450, Houston, TX 77056. The Pledgor has no other places of business. The Pledgor is organized under the laws of the State of Delaware and, for purposes of UCC filing and perfection, the Pledgor's jurisdiction of organization is the State of Delaware.

Section 3.9 — No Litigation There is no action, suit, proceeding, investigation, or claim pending or, to the Pledgor's knowledge, threatened against the Pledgor or the Partnership before any court, governmental authority, or arbitral tribunal that (a) would, if adversely determined, materially and adversely affect the Collateral, the validity or enforceability of this Agreement, or the Pledgor's ability to perform it

Section 3.10 — Accuracy of Information All information, reports, financial statements, certificates, and other data furnished by the Pledgor to the Secured Party in connection with this Agreement, the Loan Agreement, and the transactions contemplated hereby and thereby are true, complete, and correct in all material respects as of the date such information was furnished, and no such information contains any material

ARTICLE IV — COVENANTS OF PLEDGOR The Pledgor hereby covenants and agrees with the Secured Party that, from and after the date hereof and until the termination of this Agreement in accordance with Article X:

Section 4.1 — Maintenance of Pledged Interest (a) The Pledgor shall maintain its managing member interest in the Partnership and shall not sell, transfer, assign, convey, exchange, or otherwise dispose of, or create or suffer to exist any option, warrant, or other right of any person to acquire, the Pledged Interest, or any part thereof, or any interest therein, without the prior written consent of the Secured Party,

Section 4.2 — No Additional Liens The Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, encumbrance, or other restriction on the Collateral, other than (a) the security interest granted to the Secured Party herein, and (b) permitted liens as expressly set forth in the Loan Agreement. The Pledgor shall defend the Collateral against the claims and demands of all pe

Section 4.3 — Preservation of Partnership (a) The Pledgor shall take all actions necessary or appropriate to maintain the Partnership in good standing under the laws of the State of Delaware and in all other jurisdictions where the Partnership is qualified to do business or where the failure to maintain such qualification would have a material adverse effect on the Collateral, the Partnership, or the Solstice Portfol

Section 4.4 — Compliance with LLCA and Tax-Equity Documents (a) The Pledgor shall comply with all of its obligations and duties as managing member under the LLCA, including, without limitation, all reporting obligations, capital call obligations, management obligations, and fiduciary duties. (b) The Pledgor shall not take any action, or fail to take any action, that would cause a default or event of default under the

Section 4.5 — Notice of Events The Pledgor shall promptly (and in any event within five (5) Business Days) notify the Secured Party in writing of the occurrence of any of the following events: (a) any Event of Default, or any Default, under the Loan Agreement; (b) any default or event of default (howsoever described) under the LLCA or any Tax-Equity Document, or any notice of default received from Ridgeline or any ot

Section 4.6 — Distributions (a) Prior to Event of Default. So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all Distributions on the Pledged Interest in accordance with the terms of the LLCA, subject to the distribution waterfall set forth therein and the intercreditor provisions of the Intercreditor Agreement. The Pledgor shall apply such Distribution

Section 4.7 — Further Assurances The Pledgor shall, at its own cost and expense, promptly execute and deliver to the Secured Party all such further instruments, documents, financing statements, amendments, continuations, and agreements, and shall take all such further actions, as the Secured Party may from time to time reasonably request, in order to: (a) perfect, protect, maintain, and continue the perfection and pr

Section 4.8 — Tax Matters (a) The Pledgor shall not take any action, or fail to take any action, that would result in (i) the recapture, disqualification, or reduction of any investment tax credits claimed by Ridgeline or any Project Company with respect to any project in the Solstice Portfolio, (ii) the violation of any prevailing wage or apprenticeship requirements applicable to the Solstice Portfolio under Section

Section 4.9 — Insurance (a) The Pledgor shall cause the Partnership and each of the Project Companies to maintain at all times insurance coverage of the types, in the amounts, and with the insurers required by the LLCA, including, without limitation: (i) all-risk property insurance covering the physical assets of the Solstice Portfolio, including solar photovoltaic modules, inverters, transformers, balance-of-system

Section 4.10 — Intercreditor Agreement Compliance (a) The Pledgor acknowledges and agrees that this Pledge Agreement and the security interest granted herein are subject to, and are governed in certain respects by, the terms and conditions of the Intercreditor Agreement. (b) The Pledgor shall comply with all of its obligations under the Intercreditor Agreement and shall not take any action, or fail to take any action

ARTICLE V — UCC FILINGS AND PERFECTION

Section 5.1 — Authorization to File UCC-1 Financing Statements The Pledgor hereby irrevocably authorizes the Secured Party to prepare, execute (to the extent execution by the Secured Party is required), and file one or more UCC-1 financing statements, and any amendments, continuations, or termination statements relating thereto, in such filing offices as the Secured Party may determine to be necessary or appropriate

Section 5.2 — Financing Statement Description The UCC-1 financing statement to be filed in connection with this Agreement shall describe the Collateral substantially as follows: All of Debtor's right, title, and interest in and to its membership interest in Solstice Holdings, LLC, a Delaware limited liability company (EIN: 88-4071523), including, without limitation, all economic rights, distribution rights, allocatio

Section 5.3 — Continuation Statements The Pledgor hereby authorizes the Secured Party to file continuation statements (UCC-3 forms) as and when required under the applicable provisions of the UCC to maintain the effectiveness and perfection of the financing statements filed pursuant to this Article V. Without limiting the foregoing, the Pledgor shall cooperate with the Secured Party and shall execute and deliver any

Section 5.4 — Acknowledgment of Existing UCC Filings The parties acknowledge that existing UCC-1 financing statements have been filed by Osprey National Bank, N.A. in connection with the Construction Facility (Agreement No. ONB-PF-2022-0341). Such existing filings relate to the assets of the Project Companies at the project company level and do not constitute liens on the Pledged Interest at the managing member inter

ARTICLE VI — VOTING RIGHTS AND MANAGEMENT

Section 6.1 — Voting and Management Rights Prior to Event of Default So long as no Event of Default has occurred and is continuing, the Pledgor shall retain and shall be entitled to exercise all voting, consent, management, and governance rights pertaining to the Pledged Interest as managing member of the Partnership under the LLCA, including, without limitation, the right to manage and direct the business and affair

Section 6.2 — Voting and Management Rights Upon Event of Default (a) Upon the occurrence and during the continuance of an Event of Default, at the election of the Secured Party (exercised by written notice delivered to the Pledgor in accordance with Section 11.4), the Secured Party shall have the exclusive right to exercise all voting, consent, management, and governance rights with respect to the Pledged Interest, i

Section 6.3 — Irrevocable Proxy Upon the occurrence and during the continuance of an Event of Default, the Pledgor hereby grants to the Secured Party an irrevocable proxy, coupled with an interest, to exercise all voting, consent, management, and governance rights with respect to the Pledged Interest, in each case subject to the terms and conditions of the Intercreditor Agreement. This proxy is irrevocable and shall

ARTICLE VII — REMEDIES UPON EVENT OF DEFAULT

Section 7.1 — Rights and Remedies Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have, in addition to any other rights and remedies available to the Secured Party under the Loan Agreement, the other loan documents, or applicable law, the following rights and remedies: (a) UCC Remedies. All rights and remedies of a secured party under the UCC as in effect in the State of

Section 7.2 — Notice of Sale The Secured Party shall provide the Pledgor, Ridgeline Capital Partners, LLC, and any other person or entity entitled to receive notice under the Intercreditor Agreement, the LLCA, or applicable law with at least ten (10) Business Days' prior written notice of any proposed public or private sale, assignment, transfer, or other disposition of the Collateral (or any portion thereof). Such n

Section 7.3 — Application of Proceeds The proceeds of any sale, disposition, collection, or enforcement of the Collateral by the Secured Party shall be applied in the following order of priority: (a) First, to the payment of all costs and expenses incurred by the Secured Party in connection with the exercise of its remedies hereunder, including, without limitation, reasonable attorneys' fees, court costs, expenses of

Section 7.4 — Waiver of Certain Rights To the fullest extent permitted by applicable law, the Pledgor hereby waives: (a) all rights of redemption, stay, appraisal, valuation, and exemption with respect to the Collateral, whether before or after any sale, disposition, or other enforcement action; (b) any right to require the Secured Party to proceed against any person, exhaust any other collateral, or pursue any other

Section 7.5 — Remedies Cumulative All rights and remedies of the Secured Party under this Agreement, the Loan Agreement, the other loan documents, and applicable law are cumulative and not exclusive of any other rights or remedies. No failure or delay on the part of the Secured Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of a

ARTICLE VIII — INTERCREDITOR PROVISIONS

Section 8.1 — Subordination to Intercreditor Agreement This Pledge Agreement and the security interest granted herein are expressly subordinate and subject to the terms, conditions, restrictions, and limitations of the Intercreditor Agreement dated December 8, 2023, among Osprey National Bank, N.A. (as the Secured Party and back-leverage lender), Ridgeline Capital Partners, LLC (as the tax-equity member), and Callowa

Section 8.2 — Ridgeline Rights The Secured Party acknowledges and agrees that Ridgeline Capital Partners, LLC has certain rights, interests, and protections under the LLCA, the Tax-Equity Documents, and the Intercreditor Agreement, including, without limitation: (a) Consent Rights. Ridgeline has the right to consent to any transfer, assignment, pledge, or encumbrance of the managing member interest in the Partnership

Section 8.3 — Conflict Resolution In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control and govern with respect to the relative rights, remedies, priorities, and obligations of the Secured Party and Ridgeline Capital Partners, LLC. Nothing in this Section 8.3 shall limit or imp

Section 9.1 — Pledgor Indemnification (a) The Pledgor shall indemnify, defend, and hold harmless the Secured Party and each of its officers, directors, employees, agents, representatives, successors, assigns, and affiliates (each, an "Indemnified Party") from and against any and all claims, demands,