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 but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the LLCA. "Agreed FMV Notice" has the meaning set forth in Section 4.2. "Agreement" means this Purchase Option Agreement, dated as of September 21, 2023, by and between CBR Manager and Ri

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, all references herein to the LLCA, the Capital Contribution Agreement, and any other agreement or instrument shall mean such agreement or instrument as amended, modified, restated, supplemented, or replaced from time to time in accordance with its terms. (b) Unless the context otherwise requires, all references herein to "Sections," "Artic

ARTICLE II — GRANT OF PURCHASE OPTION

Section 2.1 — Grant Ridgeline hereby irrevocably grants to CBR Manager the exclusive right and option to purchase one hundred percent (100%) of Ridgeline's Post-Flip Interest in the Partnership, subject to and in accordance with the terms and conditions set forth in this Agreement (the "Purchase Option"). The Purchase Option is granted as a material inducement to CBR Manager's agreement to enter into the LLCA and the

Section 2.2 — Exercise Period (a) The Exercise Period shall commence on the Flip Date (which, based on the Base Case Model as of the Effective Date, is projected to occur during the fourth calendar quarter of 2028) and shall expire at 5:00 p.m. (New York City time) on the date that is one hundred eighty (180) calendar days following the Flip Date. (b) If the last day of the Exercise Period falls on a day that is not

Section 2.3 — Exercise Notice (a) CBR Manager shall exercise the Purchase Option by delivering a written Exercise Notice to Ridgeline during the Exercise Period, in accordance with the notice provisions of Section 11.3 of this Agreement, substantially in the form attached hereto as Exhibit A. (b) The Exercise Notice shall specify the proposed Closing Date, which shall be a Business Day occurring no earlier than thirt

Section 2.4 — Nature of the Option (a) The Purchase Option is a call option. Ridgeline has no right to compel CBR Manager to exercise the Purchase Option at any time. Nothing in this Agreement shall be construed to obligate CBR Manager to exercise the Purchase Option. (b) The Purchase Option is personal to CBR Manager and may not be assigned, transferred, pledged, encumbered, or otherwise disposed of by CBR Manager w

ARTICLE III — OPTION PURCHASE PRICE

Section 3.1 — Determination of Option Purchase Price The purchase price for the Post-Flip Interest (the "Option Purchase Price") shall be an amount equal to the greater of: (a) the Fair Market Value of the Post-Flip Interest, as determined in accordance with Article IV of this Agreement; and (b) the Floor Price. The Option Purchase Price shall be paid in full in cash, in immediately available funds denominated in Uni

Section 3.2 — Floor Price The Floor Price is One Dollar ($1.00). The Floor Price represents the minimum consideration to be paid for the Post-Flip Interest in the event that the Fair Market Value of the Post-Flip Interest, as determined in accordance with Article IV, is less than One Dollar ($1.00) or is otherwise determined to be zero or a negative value. The parties acknowledge and agree that the Floor Price is not

Section 3.3 — No Adjustments for Pre-Flip Amounts The Option Purchase Price reflects only the value of the Post-Flip Interest (i.e., Ridgeline's residual five percent (5%) interest in all items of taxable income, gain, loss, deduction, credit, and cash distributions of the Partnership arising from and after the Flip Point) and does not include, and shall not be deemed to include, any amounts owed or payable to Ridgel

ARTICLE IV — FAIR MARKET VALUE DETERMINATION

Section 4.1 — FMV Standard (a) For purposes of this Agreement, "Fair Market Value" means the price, expressed in United States Dollars, at which the Post-Flip Interest would change hands between a hypothetical willing buyer and a hypothetical willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of all relevant facts and circumstances. The Fair Market Value shall be

Section 4.2 — Negotiated FMV Within fifteen (15) Business Days following delivery of the Exercise Notice by CBR Manager to Ridgeline, CBR Manager and Ridgeline shall negotiate in good faith to agree upon the Fair Market Value of the Post-Flip Interest. During such period, the parties shall exchange relevant financial data, operating information, and other materials as may be reasonably necessary to facilitate an info

Section 4.3 — Appointment of Appraiser If CBR Manager and Ridgeline are unable to agree on the Fair Market Value of the Post-Flip Interest within the fifteen (15)-Business Day negotiation period set forth in Section 4.2, the Fair Market Value shall be determined by independent appraisal in accordance with the following procedures: (a) Appointment of Party-Selected Appraisers. Within ten (10) Business Days following t

Section 4.4 — Appraiser Qualifications Each Appraiser engaged pursuant to this Article IV (including any Neutral Appraiser) must satisfy each of the following qualifications: (a) the Appraiser must be an independent, nationally recognized appraisal firm with demonstrable experience in the valuation of renewable energy generating assets, including solar photovoltaic projects; (b) the Appraiser must have at least ten (

Section 4.5 — Cooperation Each party shall, and shall cause the Partnership and the Project Companies to, provide the Appraiser(s) engaged pursuant to this Article IV with reasonable access to the books, records, financial statements, tax returns, engineering reports, PPA documents, land lease agreements, interconnection agreements, operating reports, insurance policies, environmental assessments, and other informati

Section 4.6 — Adjustment of Closing Date If the Fair Market Value determination process set forth in this Article IV has not been completed at least five (5) Business Days prior to the Closing Date specified in the Exercise Notice (or, if applicable, any previously adjusted Closing Date), the Closing Date shall be automatically extended, without any further action by either party, to the date that is ten (10) Busines

Section 5.1 — Time and Place The closing of the purchase and sale of the Post-Flip Interest contemplated by this Agreement (the "Option Closing") shall take place at the offices of Calderwood & Harkness LLP, located at 600 Lexington Avenue, New York, New York 10022 (or at such other location as the parties may mutually agree), commencing at 10:00 a.m. (New York City time) on the Closing Date, or by electronic exchang

Section 5.2 — CBR Manager's Deliverables at Option Closing At the Option Closing, CBR Manager shall deliver, or cause to be delivered, to Ridgeline the following: (a) Payment of Option Purchase Price. Payment of the Option Purchase Price, in full, by wire transfer of immediately available funds in United States Dollars to a bank account or accounts designated by Ridgeline in writing not fewer than three (3) Business

Section 5.3 — Ridgeline's Deliverables at Option Closing At the Option Closing, Ridgeline shall deliver, or cause to be delivered, to CBR Manager the following: (a) Assignment Agreement. The Assignment Agreement, duly executed by Ridgeline, conveying the Post-Flip Interest to CBR Manager free and clear of all liens, claims, encumbrances, pledges, security interests, options, charges, restrictions, and adverse claims

Section 5.4 — Simultaneous Deliveries All deliveries to be made at the Option Closing are mutually interdependent and shall be deemed to occur simultaneously, and no delivery shall be deemed to have been made or shall be effective until all required deliveries have been made by both parties. The Option Closing shall not be deemed to have occurred, and neither party shall have any obligation to consummate any of the t

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations and Warranties of CBR Manager CBR Manager hereby represents and warrants to Ridgeline as of the Effective Date and, if the Purchase Option is exercised, as of the Closing Date, as follows: (a) Organization and Good Standing. CBR Manager is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all limited liabil

Section 6.2 — Representations and Warranties of Ridgeline Ridgeline hereby represents and warrants to CBR Manager as of the Effective Date and, if the Purchase Option is exercised, as of the Closing Date, as follows: (a) Organization and Good Standing. Ridgeline is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all limited liability

Section 6.3 — Survival The representations and warranties of each party contained in this Article VI shall survive the Option Closing for a period of twelve (12) months following the Closing Date, after which such representations and warranties shall expire and be of no further force or effect. No claim for indemnification under Article X based on a breach of any representation or warranty may be asserted after the e

ARTICLE VII — CONDITIONS PRECEDENT TO OPTION CLOSING

Section 7.1 — Conditions to Ridgeline's Obligations The obligation of Ridgeline to consummate the Option Closing and to sell, transfer, and assign the Post-Flip Interest to CBR Manager is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Ridgeline) of each of the following conditions at or prior to the Closing Date: (a) Accuracy of Representations and Warranties. Each of CBR Manage

Section 7.2 — Conditions to CBR Manager's Obligations The obligation of CBR Manager to consummate the Option Closing and to purchase and acquire the Post-Flip Interest from Ridgeline is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by CBR Manager) of each of the following conditions at or prior to the Closing Date: (a) Accuracy of Representations and Warranties. Each of Ridgeline'

Section 8.1 — Ridgeline Pre-Closing Covenants From and after the date on which CBR Manager delivers the Exercise Notice to Ridgeline until the earlier of (i) the Option Closing and (ii) the termination of this Agreement in accordance with Article IX, Ridgeline covenants and agrees as follows: (a) No Transfer. Ridgeline shall not, directly or indirectly, sell, transfer, assign, convey, pledge, hypothecate, encumber, o

Section 8.2 — CBR Manager Covenants From and after the date on which CBR Manager delivers the Exercise Notice to Ridgeline until the earlier of (i) the Option Closing and (ii) the termination of this Agreement in accordance with Article IX, CBR Manager covenants and agrees as follows: (a) Consents. CBR Manager shall use commercially reasonable efforts to obtain all required third-party consents necessary for the cons

Section 8.3 — Tax Matters (a) The parties agree that, for U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the federal treatment), the exercise of the Purchase Option and the acquisition of the Post-Flip Interest by CBR Manager from Ridgeline shall be treated as a purchase and sale of a partnership interest, and not as a distribution, redemption, or other tra

Section 8.4 — Notification of Flip Point (a) CBR Manager, in its capacity as the Partnership Representative of Solstice Holdings, LLC (acting through Theo Vasquez as the designated individual under the Partnership Representative Designation and Tax Matters Agreement dated as of September 21, 2023, entered into in connection with the LLCA), shall provide Ridgeline with written notice of the occurrence of the Flip Poin

Section 9.1 — Expiration of the Purchase Option If CBR Manager does not deliver a valid Exercise Notice to Ridgeline during the Exercise Period in accordance with Section 2.3, this Agreement (other than those provisions that by their terms expressly survive expiration or termination) shall automatically terminate and shall be of no further force or effect as of the expiration of the Exercise Period, without any furth

Section 9.2 — Termination Following Exercise Following the delivery of a valid Exercise Notice by CBR Manager to Ridgeline, either party may terminate this Agreement by written notice to the other party if any of the following events has occurred: (a) Outside Closing Date. The Option Closing has not occurred on or before the date that is one hundred eighty (180) calendar days after the date of delivery of the Exercis