Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Insured Endorsement" means an endorsement to the insurance policies maintained with respect to the Projects naming Buyer as an additional insured thereunder. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under co

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" are references to the Articles, Sections, Exhibits, and Schedules of and to this Agreement. All Exhibits and Schedules attached hereto are incorporated herein by reference and made a part of this Agreement. (b) The headings and captions contained in this Ag

ARTICLE II — SALE AND PURCHASE OF TRANSFERRED CREDITS

Section 2.1 — Agreement to Transfer and Purchase Subject to the terms and conditions of this Agreement, Seller agrees to transfer to Buyer, and Buyer agrees to purchase from Seller, Sixty Million Dollars ($60,000,000) in aggregate face value of ITCs generated by the Projects under Section 48 of the Code (the "Transferred Credits"). The transfer of the Transferred Credits shall be effected through Transfer Elections m

Section 2.2 — Purchase Price (a) Aggregate Purchase Price. The aggregate purchase price payable by Buyer to Seller for the Transferred Credits shall be Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) (the "Aggregate Purchase Price"), calculated as the Credit Amount ($60,000,000) multiplied by the Purchase Price Per Dollar of Credit ($0.92). (b) Allocation Among Project Companies. The Aggregate Purchase

Section 2.3 — Escrow Deposit and Payment Mechanics (a) Escrow Deposit. No later than five (5) Business Days prior to the anticipated Closing Date, Buyer shall deposit the full amount of the Aggregate Purchase Price ($55,200,000) by wire transfer of immediately available funds into the Escrow Account (account number CES-2023-80114) at Clearwater Escrow Services, Inc. in accordance with the wire instructions set forth

Section 2.4 — Tax Treatment of the Purchase Price (a) The Parties agree that, in accordance with Section 6418(b) of the Code, the Aggregate Purchase Price paid by Buyer for the Transferred Credits shall not be included in the gross income of Seller. For the avoidance of doubt, such exclusion applies to the full amount of the Aggregate Purchase Price, regardless of whether such amount is less than, equal to, or greate

ARTICLE III — TRANSFER ELECTIONS

Section 3.1 — Pre-Filing Registration (a) Seller shall cause each Project Company (or its regarded owner for federal income tax purposes, as applicable) to complete pre-filing registration with the IRS in accordance with Section 6418 of the Code and applicable proposed Treasury Regulations and IRS guidance (including IRS Notice 2023-44 and any successor notices, proposed regulations under Section 6418, and applicable

Section 3.2 — Transfer Election Statements (a) Seller shall cause each Project Company (or its regarded owner for federal income tax purposes, as applicable) to prepare and timely file with the IRS a Transfer Election Statement with respect to the Transferred Credits allocated to such Project Company, in the form attached hereto as Exhibit A (Form of Transfer Election Statement), or in such other form as may be presc

Section 3.3 — Cooperation (a) Each Party shall cooperate fully and in good faith with the other Party in connection with the preparation, execution, filing, and administration of the Transfer Election Statements and any related IRS filings, forms, or documentation. (b) Seller shall promptly notify Buyer in writing of any IRS examination, audit, inquiry, notice, or correspondence relating to the Transferred Credits, t

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer, as of the Signing Date and as of the Closing Date (except where a representation or warranty speaks as of a specific date, in which case as of such date), as follows:

Section 4.1 — Organization and Good Standing (a) Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. Seller's file number with the Texas Secretary of State is 803762114. Seller has the corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by this Agreeme

Section 4.2 — Authority; No Conflicts (a) Seller has full corporate power and authority to execute and deliver this Agreement, the Tax Indemnity Agreement, and each other document to be executed and delivered by Seller in connection with the transactions contemplated hereby (collectively, the "Seller Transaction Documents"), and to perform its obligations hereunder and thereunder. (b) The execution, delivery, and per

Section 4.3 — Enforceability This Agreement constitutes, and each other Seller Transaction Document when executed and delivered will constitute, a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and similar laws affecting the enforcement of creditors' rights

Section 4.4 — Project Companies; Ownership (a) Each Project Company is a Delaware limited liability company that has elected (or is treated by default) as a disregarded entity for federal income tax purposes. No Project Company has made an election, or has been treated, as an association taxable as a corporation for federal income tax purposes. (b) One hundred percent (100%) of the membership interests in each Projec

Section 4.5 — Eligibility as Energy Property (a) The solar energy property comprising each Project constitutes "energy property" within the meaning of Section 48(a)(3) of the Code and satisfies all requirements for eligibility for the ITC under Section 48 of the Code. (b) Each Project is a qualified solar electric generation facility that uses solar energy to generate electricity for sale or use by the applicable PPA

Section 4.6 — ITC Rate; Bonus Adders (a) The base ITC rate applicable to each Project is thirty percent (30%), reflecting the six percent (6%) statutory base rate under Section 48(a)(2) of the Code multiplied by five (5) due to satisfaction of the Prevailing Wage Requirements and Apprenticeship Requirements under Sections 45(b)(7) and 45(b)(8) of the Code, as applied to Section 48 by Section 48(a)(10) of the Code. (b

Section 4.7 — Prevailing Wage Compliance (a) Construction of each Project has been and will be performed in compliance with the prevailing wage requirements of Section 45(b)(7) of the Code, as applied to Section 48 of the Code. All laborers and mechanics employed by the EPC Contractor and its subcontractors in the construction, alteration, or repair of each Project have been and will be paid wages at rates not less t

Section 4.8 — Apprenticeship Compliance (a) Construction of each Project has been and will be performed in compliance with the apprenticeship requirements of Section 45(b)(8) of the Code, as applied to Section 48 of the Code. The applicable percentage of total labor hours for the construction of each Project has been performed by qualified apprentices, as required by Section 45(b)(8) of the Code. (b) Documentation of

Section 4.9 — Domestic Content Compliance (a) The steel, iron, and manufactured products used in each Project satisfy the domestic content requirements of Section 48(a)(12) of the Code for the ten percent (10%) bonus credit amount. All steel and iron used in each Project was produced in the United States (including melting and pouring in the United States), and the adjusted percentage (as determined under applicable

Section 4.10 — Placed-in-Service Status (a) Each Project has been or is expected to be placed in service within the meaning of Treasury Regulation § 1.46-3(d) on or before the date specified in Schedule 4.10. As of the Signing Date, the expected placed-in-service dates for each Project are as follows: The Weighted-Average COD of the Projects is October 25, 2023. (b) For purposes of this Agreement, a Project shall be

Section 4.11 — No Prior Transfer (a) No Transfer Election has been previously made with respect to the Transferred Credits or any portion thereof. The Transferred Credits have not been previously sold, assigned, pledged, hypothecated, or otherwise transferred or encumbered to any Person. (b) No Transfer Election has been previously made with respect to the Retained Credits or any other ITCs generated by the Projects.

Section 4.12 — Eligible Taxpayer Status Each Project Company (or, to the extent such Project Company is treated as a disregarded entity for federal income tax purposes, its regarded owner) qualifies as an "eligible taxpayer" within the meaning of Section 6418(a) of the Code. No Project Company, and no regarded owner of a Project Company, is an entity described in Section 6418(a)(2) of the Code (i.e., a tax-exempt ent

Section 4.13 — No Recapture Events (a) As of the Signing Date, no Recapture Event has occurred with respect to any Project. No Project or any portion thereof has been disposed of, has ceased to be energy property within the meaning of Section 48 of the Code, or has undergone any change in use that would result in the recapture of all or any portion of the ITCs claimed with respect to such Project. (b) Seller is not a

Section 4.14 — Tax Returns and Proceedings (a) Seller has filed, or will timely file (taking into account any extensions of time for filing), all federal, state, and local tax returns required to be filed by Seller, the Partnership, CBR Solstice Manager, LLC, and each Project Company. All such tax returns are or will be true, correct, and complete in all material respects. (b) There are no pending or, to Seller's Kno

Section 4.15 — Material Agreements (a) The material agreements relating to the Projects are listed on Schedule 4.15 (the "Material Agreements"). True, correct, and complete copies of each Material Agreement have been made available to Buyer and Buyer's Counsel. (b) The TX PPAs with Lone Star Grid Solutions, LLC (fifteen (15)-year term, weighted-average initial price of $32.50/MWh, escalating at 1.5% per annum) and th

Section 4.16 — Insurance (a) Insurance policies meeting the requirements of the LLCA have been obtained and are in full force and effect with respect to each Project, including (i) property and casualty insurance policies placed by Sentinel Underwriters, Inc. with Fortis Indemnity Company, and (ii) performance bonds issued by Ironclad Surety Corp. in connection with the EPC Contract. (b) All premiums due and payable

Section 4.17 — Environmental and Regulatory Compliance (a) Each Project has obtained all material permits, licenses, approvals, certificates, authorizations, and registrations required under Applicable Law for the construction, installation, and operation of such Project, including all environmental permits, building permits, electrical permits, and land-use approvals required by federal, state, and local Governmenta

Section 4.18 — Litigation No litigation, action, suit, proceeding, arbitration, claim, or governmental investigation is pending or, to Seller's Knowledge, threatened against Seller, the Partnership, CBR Solstice Manager, LLC, or any Project Company that (a) could reasonably be expected to have a Material Adverse Effect, (b) challenges or seeks to restrain, prohibit, or invalidate the transactions contemplated by this

Section 4.19 — Independent Reports The independent appraisal prepared by Greystone Worthington, LLC (the Independent Tax Advisor) and the independent engineer's report prepared by Meridian Technical Advisors, LLC (the Independent Engineer) have been delivered to Buyer prior to the Signing Date. To Seller's Knowledge, each such report is true, correct, and complete in all material respects as of its respective date. S

Section 4.20 — Accuracy of Information All written information furnished by or on behalf of Seller to Buyer and Buyer's Counsel in connection with this Agreement, the Transferred Credits, and the transactions contemplated hereby is true, correct, and complete in all material respects as of the date such information was furnished and does not contain any untrue statement of a material fact or omit to state a material

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller, as of the Signing Date and as of the Closing Date, as follows:

Section 5.1 — Organization and Good Standing Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Connecticut. Buyer has the corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by this Agreement.

Section 5.2 — Authority; No Conflicts (a) Buyer has full corporate power and authority to execute and deliver this Agreement and each other document to be executed and delivered by Buyer in connection with the transactions contemplated hereby (collectively, the "Buyer Transaction Documents"), and to perform its obligations hereunder and thereunder. (b) The execution, delivery, and performance of the Buyer Transaction

Section 5.3 — Enforceability This Agreement constitutes, and each other Buyer Transaction Document when executed and delivered will constitute, a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and similar laws affecting the enforcement of creditors' rights ge

Section 5.4 — Federal Income Tax Liability (a) Buyer is a "United States person" as defined in Section 7701(a)(30) of the Code. Buyer is not a tax-exempt entity within the meaning of Section 168(h)(2) of the Code or an entity described in Section 6418(a)(2) of the Code. (b) Buyer has sufficient federal income tax liability to utilize the full amount of the Transferred Credits in the taxable year in which the Transfer

Section 5.5 — Good Faith Buyer will satisfy the Good Faith Standard under Section 6418(g) of the Code with respect to the purchase of the Transferred Credits. Without limiting the foregoing, Buyer has conducted, and will continue to conduct through the Closing Date, reasonable due diligence regarding the eligibility and availability of the Transferred Credits, including review of (a) the Tax Opinion, (b) the independ

Section 5.6 — No Knowledge of Ineligibility Buyer has no knowledge or reason to believe that the Transferred Credits are not eligible credits within the meaning of Section 6418 of the Code, or that any facts or circumstances exist that would cause all or any portion of the Transferred Credits to be disallowed, reduced, or recaptured.

Section 5.7 — Transferee Registration Buyer shall timely complete any pre-filing registration or other registration required of a transferee taxpayer under Section 6418 of the Code and applicable IRS guidance (including IRS Notice 2023-44 and any successor notices and proposed or final regulations). Buyer shall provide Seller with evidence of such registration promptly upon completion.

Section 6.1 — Pre-Closing Covenants of Seller From and after the Signing Date through the Closing Date, Seller covenants and agrees as follows: (a) Diligent Prosecution of Construction. Seller shall cause the construction of each Project to be diligently and continuously pursued in a good and workmanlike manner in accordance with the EPC Contract, with the objective of achieving COD for each Project on or before the