Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Terms defined in the LLCA and not otherwise defined herein shall have the meanings assigned to them in the LLCA. (a) "Adjustment" means any adjustment to a partnership-related item (as defined in Section 6241(2)(B) of the Code) proposed, determined, or assessed by the IRS or any court of competent juri

Section 1.2 — Interpretation. Unless the context otherwise requires: (a) Terms defined in the LLCA and not otherwise defined herein shall have the meanings assigned to such terms in the LLCA. (b) References to any section or provision of the Code or the Treasury Regulations shall include any successor or amended provision, and all references to the Code or Treasury Regulations shall include any applicable guidance, r

ARTICLE II — DESIGNATION OF PARTNERSHIP REPRESENTATIVE

Section 2.1 — Designation. The Partnership hereby designates CBR Solstice Manager, LLC as the Partnership Representative of Solstice Holdings, LLC for all taxable years of the Partnership, effective as of the Partnership's first taxable year (which commenced upon the Partnership's formation on August 14, 2023). Such designation is made pursuant to, and in compliance with, Section 6223 of the Code and Treasury Regulat

Section 2.2 — Designated Individual. CBR Solstice Manager, LLC, as the Partnership Representative, hereby designates Theo Vasquez, Chief Financial Officer of Calloway-Briggs Renewables Inc. (EIN: 84-3291076), the sole member of CBR Solstice Manager, LLC, as the Designated Individual within the meaning of Treasury Regulation Section 301.6223-1(b)(3). Theo Vasquez shall have, and hereby represents that he does have, a

Section 2.3 — Authority. Subject to the limitations, conditions, and consent requirements set forth in Article IV of this Agreement, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in any federal income tax proceeding or matter arising under the centralized partnership audit rules of Sections 6221 through 6241 of the Code, including, without limitation, the authority t

Section 2.4 — Fiduciary Duty. The Partnership Representative shall exercise its authority under this Agreement and the Code in good faith and in a manner reasonably believed to be in the best interests of the Partnership and all Members, taking into account the respective tax positions, economic interests, and allocation entitlements of both the Managing Member and the Tax-Equity Member under the LLCA. Without limiti

Section 2.5 — Standard of Care. The Partnership Representative shall not be liable to the Partnership or any Member for any loss, liability, damage, cost, or expense arising from any action taken or omission made by the Partnership Representative in good faith and in accordance with this Agreement and the LLCA, except to the extent that such loss, liability, damage, cost, or expense results from the Partnership Repre

ARTICLE III — OBLIGATIONS OF THE PARTNERSHIP REPRESENTATIVE

Section 3.1 — Tax Return Preparation and Filing. (a) Preparation and Filing. The Partnership Representative shall cause the Partnership to prepare and timely file (including timely filing for extensions, if applicable) all Partnership Returns (IRS Form 1065, Schedules K-1, and all related schedules, statements, elections, and attachments) for each taxable year of the Partnership. The Partnership Representative shall

Section 3.2 — Consistency with LLCA Allocations. The Partnership Representative shall ensure that all partnership items of income, gain, loss, deduction, and credit reported on the Partnership Returns are allocated among the Members in strict accordance with the allocation provisions of Article VII of the LLCA, including without limitation: (a) Pre-Flip Allocations. During the pre-flip period (as defined in the LLCA)

Section 3.3 — Record Keeping. The Partnership Representative shall maintain, or cause to be maintained, complete and accurate books, records, workpapers, and supporting documentation for all tax positions taken on Partnership Returns, including without limitation: (a) documentation of ITC eligibility for each project company, including evidence of energy property qualification, cost segregation studies, and placed-in

Section 3.4 — Compliance with Section 6418 Coordination. To the extent that certain project companies in the Solstice Portfolio have made transfer elections under Section 6418 of the Code with respect to a portion of the ITCs generated by such project companies (totaling Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000) in face-value credits, of which Sixty Million Dollars ($60,000,000) were sold and tr

Section 3.5 — Annual Compliance Monitoring. The Partnership Representative shall monitor and cause the Partnership and each of the project companies in the Solstice Portfolio to comply with the following requirements on an ongoing basis: (a) Prevailing Wage and Apprenticeship Requirements. The Partnership Representative shall monitor and ensure compliance with the prevailing wage and apprenticeship requirements under

ARTICLE IV — NOTIFICATION AND CONSENT REQUIREMENTS

Section 4.1 — Notification of Audit or Proceeding. The Partnership Representative shall provide written notice to the Tax-Equity Member and to the Tax-Equity Member's counsel within ten (10) business days of the Partnership Representative's receipt (directly or through the Designated Individual, the tax return preparer, or any agent of the Partnership) of any of the following: (a) any Notice of Administrative Proceed

Section 4.2 — Consent Requirements. The Partnership Representative shall not take any of the following actions without the prior written consent of the Tax-Equity Member (such consent not to be unreasonably withheld, conditioned, or delayed, except with respect to clauses (a), (b), and (h) below, for which the Tax-Equity Member's consent may be withheld in its sole and absolute discretion): (a) settle, compromise, or

Section 4.3 — Response Period. The Tax-Equity Member shall have twenty (20) business days from its receipt of a notice under Section 4.1, or from its receipt of a request for consent under Section 4.2, to provide written comments, grant consent, or withhold consent to any proposed action. If the Tax-Equity Member fails to respond within such twenty (20) business-day period, its consent shall be deemed to have been wi

Section 4.4 — Participation Rights. The Tax-Equity Member shall have the right, at its own expense, to: (a) participate in and attend any meetings, conferences, or proceedings with the IRS relating to a Partnership Audit, including opening conferences, closing conferences, appeals conferences, and any judicial proceedings; (b) review, prior to submission, all correspondence, responses, protests, petitions, briefs, an

Section 4.5 — Managing Member Notification to CBR. The Managing Member (CBR Solstice Manager, LLC) shall promptly (and in any event within three (3) business days) notify Calloway-Briggs Renewables Inc., as its sole member, of any notices received, actions required, or consents sought or provided under this Article IV. Notices to Calloway-Briggs Renewables Inc. shall be directed to: Calloway-Briggs Renewables Inc. 27

ARTICLE V — PUSH-OUT ELECTION UNDER IRC § 6226

Section 5.1 — Obligation to Make Push-Out Election. If the Partnership receives a notice of final partnership adjustment under Section 6231 of the Code resulting in the assessment of an Imputed Underpayment, the Partnership Representative shall, upon the written request of the Tax-Equity Member, timely make a Push-Out Election under Section 6226 of the Code with respect to such Imputed Underpayment, so that each revi

Section 5.2 — Mechanics of Push-Out Election. Upon making a Push-Out Election under Section 6226 of the Code: (a) Statements to Partners. The Partnership Representative shall cause the Partnership to furnish to each Member that was a partner (or an indirect partner) during the reviewed year, and to each former Member who held an interest in the Partnership during the reviewed year (if applicable), a statement reflect

Section 5.3 — Imputed Underpayment Modifications. Prior to making any determination regarding whether to make a Push-Out Election, the Partnership Representative shall, to the extent reasonably practicable and with the prior written consent of the Tax-Equity Member: (a) seek modifications to any Imputed Underpayment under Section 6225(c) of the Code, including modifications based on amended returns filed by the Membe

Section 5.4 — Cost Allocation. Costs and expenses reasonably incurred by the Partnership in connection with a Push-Out Election (including IRS processing fees, advisory fees, accounting fees, legal fees, and other expenses) shall be borne by the Partnership as an operating expense and shall be taken into account in determining distributable cash under the LLCA; provided, however, that if the Adjustment giving rise to

ARTICLE VI — INDEMNIFICATION AND ALLOCATION OF TAX LIABILITY

Section 6.1 — Indemnification by Managing Member. The Managing Member (CBR Solstice Manager, LLC), and, to the extent of its guarantee obligations under the LLCA and this Agreement, Calloway-Briggs Renewables Inc. (as the sole member of CBR Solstice Manager, LLC), shall indemnify, defend, and hold harmless the Tax-Equity Member and its affiliates, members, partners, officers, directors, employees, agents, and represe

Section 6.2 — Indemnification by Tax-Equity Member. The Tax-Equity Member (Ridgeline Capital Partners, LLC) shall indemnify, defend, and hold harmless the Managing Member, the Partnership, and their respective affiliates, members, officers, directors, employees, agents, and representatives from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disburse

Section 6.3 — Allocation of Partnership-Level Liabilities. To the extent that an Imputed Underpayment is assessed against the Partnership under Section 6225 of the Code and no Push-Out Election is made (whether because neither Member requests such election, or because the Members mutually agree that such election is not in their best interests), the economic burden of such Imputed Underpayment (including any associat

ARTICLE VII — REMOVAL AND REPLACEMENT OF PARTNERSHIP REPRESENTATIVE

Section 7.1 — Removal for Cause. The Partnership Representative may be removed from its position as Partnership Representative upon the written request or consent of the Tax-Equity Member (which may be given in the Tax-Equity Member's sole discretion) if any of the following events shall have occurred: (a) the Partnership Representative commits willful misconduct, bad faith, or gross negligence in the performance of

Section 7.2 — Removal Without Cause. The Partnership Representative may be removed from its position without cause only upon the mutual written consent of both the Managing Member and the Tax-Equity Member. Any such removal shall be effective as of the date agreed upon by the Members or, if no date is specified, upon the filing with the IRS of a revocation of the Partnership Representative designation.

Section 7.3 — Replacement Designated Individual. If Theo Vasquez ceases to serve as the Designated Individual for any reason (including death, disability, resignation, termination of employment, or removal under Section 7.1(c)), the Managing Member shall, within thirty (30) days of such cessation, appoint a successor Designated Individual who: (a) has substantial presence in the United States, as required by Treasury

Section 7.4 — Successor Partnership Representative. If the Managing Member ceases to be a Member of the Partnership (including upon the exercise of the purchase option by the Managing Member under the Purchase Option Agreement dated September 21, 2023, or upon any transfer, withdrawal, or removal of the Managing Member under the LLCA), the Members shall designate a successor Partnership Representative in accordance w

Section 7.5 — Revocation Filing. Upon any change in the Partnership Representative or the Designated Individual, the outgoing Partnership Representative shall cooperate fully and promptly in executing and delivering any IRS forms, filings, statements, or other documents necessary to effect the revocation of the prior designation and the redesignation of the successor, including any filings required under Treasury Reg

ARTICLE VIII — STATE AND LOCAL TAX MATTERS

Section 8.1 — State Tax Returns. The Partnership Representative shall cause the Partnership and, to the extent required, each project company in the Solstice Portfolio to prepare and timely file all required state and local income, franchise, gross receipts, and other applicable tax returns and reports in each jurisdiction where the Partnership or its project companies conduct business, own property, or otherwise hav

Section 8.2 — State Audit Coordination. The Partnership Representative shall manage and coordinate any state or local tax audit, examination, inquiry, or administrative or judicial proceeding relating to the Partnership or any project company in a manner consistent with this Agreement. The notification and consent provisions of Article IV shall apply mutatis mutandis to any state or local tax audit or proceeding, inc

Section 8.3 — Texas Franchise Tax. The Partnership Representative shall ensure compliance with the Texas franchise tax (margin tax) requirements applicable to the Partnership and each of the Texas project companies (Pecos Sun Solar, LLC, Red Mesa Solar, LLC, Coyote Flats Solar, LLC, Llano Verde Solar, LLC, and Amistad Solar, LLC), including the timely filing of Texas franchise tax reports, the calculation and payment

Section 8.4 — New Mexico Taxes. The Partnership Representative shall ensure compliance with all applicable New Mexico state and local tax requirements for Cimarron Solar, LLC and Sandoval Ridge Solar, LLC, including New Mexico gross receipts tax, corporate income tax (to the extent applicable to the project companies or the Partnership), and any applicable New Mexico renewable energy tax incentives. The Partnership R

ARTICLE IX — REPORTING OBLIGATIONS

Section 9.1 — Annual Tax Reporting to Members. The Partnership Representative shall deliver or cause to be delivered to each Member the following: (a) Draft Schedules K-1. Draft Schedules K-1 (IRS Form 1065, Schedule K-1) for such Member, together with supporting schedules (including detailed ITC, depreciation, income, and loss schedules, and placed-in-service date documentation), no later than forty-five (45) days p

Section 9.2 — Ad Hoc Reporting. The Partnership Representative shall provide to the Tax-Equity Member, within ten (10) business days of a written request by the Tax-Equity Member (or such shorter period as may be reasonably necessary under the circumstances): (a) copies of any correspondence, notices, or communications received from or sent to the IRS or any state or local taxing authority relating to the Partnership

Section 9.3 — Coordination with Tax Credit Purchase Agreement. The Partnership Representative shall coordinate with Calloway-Briggs Renewables Inc. and its tax advisors to ensure that all tax reporting related to the Sixty Million Dollars ($60,000,000) in ITCs transferred to Pinehurst Insurance Group, Inc. (EIN: 36-4219803) under the Tax Credit Purchase Agreement dated September 21, 2023 (and the transfer election st