1015-00004 · Calloway-Briggs Renewables Inc · Closing

officer-certificate-cbr.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE

CALLOWAY-BRIGGS RENEWABLES INC.

Delivered Pursuant to the Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, and the Contribution Agreement, dated as of December 4, 2023

Dated: February 20, 2024

This Officer's Certificate (this "Certificate") is delivered by Calloway-Briggs Renewables Inc., a corporation organized and existing under the laws of the State of Texas ("CBR"), to Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), at the following address:

Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, CT 06901

Attention: General Counsel

This Certificate is delivered in connection with, and pursuant to, the closing conditions set forth in (i) that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement"), by and between CBR and Lumen Ridge, and (ii) that certain Contribution Agreement, dated as of December 4, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Contribution Agreement"), by and between CBR and Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV").

RECITALS

WHEREAS, the undersigned, Margaret "Meg" Calloway, is the Co-Founder, Chairwoman, and Chief Executive Officer of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Texas, with its principal executive offices located at 2300 Travis Street, Suite 4200, Houston, Texas 77006 (Employer Identification Number: 46-2837451; Texas Secretary of State File Number: 0801647392);

WHEREAS, this Officer's Certificate is being delivered on February 20, 2024 (the "Closing Date"), in connection with the closing of the transactions contemplated by the LLC Agreement, the Contribution Agreement, that certain Development and Construction Management Agreement, dated as of December 4, 2023, by and among the Company, CBR, and Lumen Ridge (the "DCMA"), that certain Tax Protection Agreement, dated as of December 4, 2023, by and among the Company, CBR, and Lumen Ridge (the "Tax Protection Agreement"), and that certain Escrow Agreement, dated as of December 4, 2023, by and among the Company, CBR, Lumen Ridge, and Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agreement," and, together with the LLC Agreement, the Contribution Agreement, the DCMA, and the Tax Protection Agreement, collectively, the "Transaction Documents"), each dated as of December 4, 2023;

WHEREAS, the transactions contemplated by the Transaction Documents provide for the formation and capitalization of Solstice Plateau Energy Holdings LLC (Delaware Secretary of State File Number 7849312; Employer Identification Number: 93-4158203), a Delaware limited liability company, as a fifty percent / fifty percent (50/50) joint venture between CBR and Lumen Ridge, with aggregate initial equity commitments of Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) from each Member (as defined in the LLC Agreement);

WHEREAS, the LLC Agreement requires, as a condition to the obligations of the parties to consummate the closing of the transactions contemplated thereby, that CBR deliver to Lumen Ridge a certificate of an authorized officer of CBR certifying as to, among other things, the accuracy of CBR's representations and warranties, CBR's compliance with its covenants, and the satisfaction of certain closing conditions; and

WHEREAS, the Contribution Agreement similarly requires, as a condition to closing, that CBR deliver to the Company and Lumen Ridge a certificate of an authorized officer of CBR certifying as to such matters as set forth therein.

NOW, THEREFORE, the undersigned, in her capacity as Co-Founder, Chairwoman, and Chief Executive Officer of CBR, and not in her individual capacity, hereby certifies to Lumen Ridge, as of the Closing Date, as follows:

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the LLC Agreement.

Section 1. Certification of Authority and Capacity

The undersigned hereby certifies that she is the duly elected, qualified, and acting Co-Founder, Chairwoman, and Chief Executive Officer of Calloway-Briggs Renewables Inc. The undersigned has held such positions continuously since the incorporation of CBR and continues to serve in such capacities as of the date hereof.

The undersigned is fully authorized to execute and deliver this Certificate on behalf of CBR in connection with the closing of the transactions contemplated by the Transaction Documents. Such authorization was conferred by the Board of Directors of CBR, and no further corporate action or approval is required for the execution and delivery of this Certificate.

The undersigned has personal knowledge of the matters set forth herein or has made due inquiry of the officers, directors, employees, agents, and advisors of CBR to confirm the accuracy and completeness of the certifications, statements, and representations contained in this Certificate. In making such certifications, the undersigned has reviewed the Transaction Documents, the relevant corporate records of CBR, the project files for the Project Portfolio (as defined below), and such other documents, records, and information as the undersigned deemed necessary or appropriate in order to make the certifications set forth herein.

Section 2. Certification of Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties made by CBR in the LLC Agreement, the Contribution Agreement, and each other Transaction Document to which CBR is a party is true and correct in all material respects as of the date hereof, February 20, 2024, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that with respect to any representation or warranty that is qualified by the terms "material," "materiality," or "Material Adverse Effect" (or any similar qualification), such representation or warranty is true and correct in all respects (without giving duplicative effect to any such materiality qualifier) as of the Closing Date; and provided, further, that with respect to any representation or warranty that by its terms speaks as of a specified date or period, such representation or warranty is true and correct in all material respects (or, if qualified by materiality, in all respects) as of such specified date or period.

Without limiting the generality of the foregoing certification, the undersigned specifically certifies the following:

(a) Organization and Good Standing. CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and CBR has all requisite corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as currently conducted. CBR is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation, or leasing of its properties and assets makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Corporate Power and Authority. CBR has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including without limitation the LLC Agreement, the Contribution Agreement, the DCMA, the Tax Protection Agreement, and the Escrow Agreement, and to consummate the transactions contemplated thereby.

(c) Due Authorization. The execution, delivery, and performance by CBR of each of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of CBR, including the approval of CBR's Board of Directors by unanimous written consent dated November 15, 2023. No other corporate proceedings on the part of CBR are necessary to authorize the execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby, other than the stockholder consent referenced in clause (d) below, which has been duly obtained.

(d) Stockholder Consent. The consent of Cascadia Growth Equity Fund III, L.P. ("Cascadia"), CBR's minority institutional stockholder (holding approximately twenty-two percent (22%) of the outstanding equity interests of CBR), was duly obtained on November 20, 2023 in accordance with the terms and conditions of that certain Stockholders' Agreement, dated as of June 14, 2019, by and among CBR, Margaret "Meg" Calloway, Thomas R. Briggs, and Cascadia (as amended, the "Stockholders' Agreement"). The undersigned certifies that such consent was validly executed and delivered by an authorized representative of Cascadia, that such consent has not been revoked, withdrawn, or otherwise modified, and that such consent remains in full force and effect as of the Closing Date. No other stockholder consent, vote, or approval is required under the Stockholders' Agreement, CBR's certificate of incorporation, CBR's bylaws, or applicable law in connection with the execution, delivery, and performance of the Transaction Documents.

(e) No Violations or Conflicts. The execution, delivery, and performance by CBR of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby, do not and will not:

(i) violate, conflict with, or result in any breach of, any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of CBR, each as currently in effect;

(ii) violate, conflict with, or result in any breach or violation of, any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, or governmental permit or authorization applicable to CBR or any of its properties or assets, including without limitation the Project Portfolio;

(iii) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, accelerate the performance required by, or result in the creation of any lien or encumbrance upon any of the properties or assets of CBR under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, credit facility, loan agreement, lease, license, permit, or any other material agreement, instrument, or obligation to which CBR is a party or by which CBR or any of its properties or assets may be bound; or

(iv) require any consent, waiver, approval, authorization, order, license, or permit of, or registration, declaration, or filing with, any governmental authority, other than (A) the filing of the Certificate of Formation of the Company with the Delaware Secretary of State (which has been duly filed), (B) the filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") (for which early termination of the waiting period has been granted), and (C) such consents, waivers, approvals, authorizations, orders, licenses, permits, registrations, declarations, or filings as have been obtained or made prior to the Closing Date.

(f) Title to Project Portfolio. CBR has good and valid title to, or valid and enforceable leasehold interests in, each of the eight (8) solar development projects comprising the Project Portfolio (as described in Section 3 hereof) being contributed to the Company pursuant to the Contribution Agreement, free and clear of all liens, pledges, security interests, claims, charges, options, rights of first refusal, encumbrances, and other restrictions or limitations of any kind (collectively, "Liens"), other than Permitted Liens (as defined in the Contribution Agreement). As of the Closing Date, CBR has the full right, power, and authority to contribute, assign, transfer, and convey all of its right, title, and interest in and to the Project Portfolio to the Company in accordance with the terms of the Contribution Agreement.

Section 3. Certification Regarding the Project Portfolio

The undersigned hereby certifies that the Project Portfolio, consisting of eight (8) utility-scale solar photovoltaic development projects with an aggregate nameplate direct current ("DC") capacity of approximately one thousand two hundred megawatts (1,200 MW DC), is being contributed by CBR to the Company as of the Closing Date at an agreed-upon valuation of Ninety Million Dollars ($90,000,000), in accordance with the terms and conditions of the Contribution Agreement. Such contribution constitutes a portion of CBR's initial equity commitment to the Company under the LLC Agreement, with the remaining Sixty Million Dollars ($60,000,000) being contributed in cash.

The eight (8) projects comprising the Project Portfolio, together with their material attributes, are as follows:

The total aggregate acreage under lease across all eight (8) projects in the Project Portfolio is approximately fourteen thousand three hundred forty (14,340) acres.

The undersigned further certifies that all material permits, approvals, licenses, authorizations, and governmental consents required for the current stage of development of each project in the Project Portfolio have been duly obtained and are in full force and effect as of the Closing Date. Without limitation, the undersigned confirms that the conditional use permit for the Brazos Point project (Wharton County Commissioners Court File No. CUP-2023-0094) was issued and received by CBR on January 10, 2024, which permit constituted the final outstanding material permit condition for the Project Portfolio. There are no pending appeals, challenges, or proceedings with respect to any such permit, approval, license, authorization, or governmental consent that would reasonably be expected to result in the revocation, suspension, modification, or non-renewal thereof.

All site control agreements, ground leases, and related land use agreements for the projects comprising the Project Portfolio are valid and enforceable in accordance with their respective terms, and CBR is not in default, and no event has occurred that, with the giving of notice or lapse of time, or both, would constitute a default by CBR, under any such agreement. With respect to the Sangre del Sol I and Sangre del Sol II projects, the applicable right-of-way grants and leases from the United States Bureau of Land Management have been duly issued and remain in full force and effect.

Section 4. Certification of Compliance with Covenants

The undersigned hereby certifies that CBR has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by CBR under the Transaction Documents on or prior to the Closing Date, including, without limitation, the following:

(a) Ordinary Course of Business. CBR has conducted its business and the business of the Project Portfolio in the ordinary course consistent with past practice during the period between the date of execution of the Transaction Documents (December 4, 2023, the "Signing Date") and the Closing Date (February 20, 2024). During such interim period, CBR has used commercially reasonable efforts to preserve intact the business organization, relationships, and goodwill of CBR and the Project Portfolio, to keep available the services of CBR's key employees and consultants, and to maintain in effect all material permits, approvals, and authorizations relating to the Project Portfolio.

(b) No Material Adverse Effect Actions. CBR has not taken any action, or failed to take any action, during the period between the Signing Date and the Closing Date, that would reasonably be expected to result in a Material Adverse Effect on the Project Portfolio, the Company, or CBR's ability to consummate the transactions contemplated by the Transaction Documents. Without limitation, CBR has not (i) sold, transferred, assigned, pledged, or otherwise disposed of any material assets of the Project Portfolio outside the ordinary course, (ii) incurred any material indebtedness or liens on the Project Portfolio, (iii) modified, amended, or terminated any material contract relating to the Project Portfolio, or (iv) entered into any agreement or commitment to do any of the foregoing.

(c) Formation of the Company. CBR has cooperated with the preparation and filing of the Certificate of Formation of Solstice Plateau Energy Holdings LLC with the Secretary of State of the State of Delaware. The Certificate of Formation was duly filed on February 19, 2024, and was accepted by the Delaware Secretary of State under File Number 7849312. The Company has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware.

(d) Cash Contribution to Escrow. CBR has funded its cash contribution of Sixty Million Dollars ($60,000,000) to the escrow account established at Continental Fiduciary Trust Company pursuant to the Escrow Agreement (escrow account reference number CFT-2024-00847). Such funds were deposited by wire transfer of immediately available funds on February 5, 2024, and such funds remain on deposit in such escrow account, subject to release in accordance with the terms of the Escrow Agreement upon consummation of the closing.

(e) Other Covenants. CBR has complied in all material respects with all other covenants, agreements, and obligations required to be performed or complied with by CBR under the Transaction Documents on or prior to the Closing Date, including without limitation cooperation with Lumen Ridge's due diligence investigations, delivery of required financial statements and other information, maintenance of adequate insurance coverage for the Project Portfolio, and compliance with all environmental, health, and safety laws applicable to the Project Portfolio.

Section 5. Certification of Satisfaction of Closing Conditions

The undersigned hereby certifies that, to the knowledge of CBR (after due inquiry), all conditions precedent to the obligations of CBR and Lumen Ridge to consummate the closing of the transactions under the LLC Agreement and the Contribution Agreement have been satisfied (or, to the extent permitted by the terms of the Transaction Documents, duly waived) as of the Closing Date, including, without limitation, the following:

(a) HSR Clearance. Early termination of the waiting period applicable to the transactions contemplated by the Transaction Documents under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, was granted by the Federal Trade Commission on November 8, 2023. The applicable HSR notification was filed on October 18, 2023 (HSR Transaction Number 20231018-CBR-LRI). No request for additional information or documentary material (a "Second Request") was issued by the Federal Trade Commission or the Antitrust Division of the Department of Justice. The early termination notice remains effective, and no governmental authority has taken any action to revoke, suspend, or modify such early termination.

(b) Absence of Injunctions or Restraining Orders. No governmental authority has enacted, issued, promulgated, enforced, or entered any law, statute, ordinance, rule, regulation, order, injunction, judgment, decree, or ruling (whether temporary, preliminary, or permanent) that is in effect and that would prohibit, restrain, enjoin, or materially impede the consummation of the transactions contemplated by the Transaction Documents, and no proceeding seeking any such order, injunction, judgment, decree, or ruling is pending before any governmental authority.

(c) Environmental and Governmental Approvals. All material environmental permits, governmental approvals, authorizations, licenses, and consents required for the current stage of development of each project in the Project Portfolio have been duly obtained and remain in full force and effect as of the Closing Date. As noted in Section 3 above, the final outstanding material permit condition — the conditional use permit for the Brazos Point project — was received on January 10, 2024. No such permit, approval, authorization, license, or consent has been revoked, suspended, materially modified, or made subject to any pending appeal, challenge, or proceeding that would reasonably be expected to adversely affect its validity or enforceability.

(d) Stockholder Consent. The consent of Cascadia Growth Equity Fund III, L.P. to the transactions contemplated by the Transaction Documents was duly obtained on November 20, 2023, as referenced in Section 2(d) above, and such consent remains in full force and effect as of the Closing Date. No additional stockholder consent, vote, or approval is required.

(e) Closing Deliverables. All closing deliverables required to be delivered by CBR under the LLC Agreement and the Contribution Agreement on or prior to the Closing Date have been duly delivered or are being delivered concurrently herewith, including without limitation (i) this Officer's Certificate, (ii) the executed counterpart signature pages to each of the Transaction Documents, (iii) evidence of the filing of the Certificate of Formation of the Company, (iv) evidence of the deposit of the cash contribution into the escrow account, (v) duly executed assignment and assumption agreements for the Project Portfolio, (vi) the Secretary's Certificate of CBR with attached certified copies of CBR's certificate of incorporation, bylaws, and board resolutions, (vii) the good standing certificate of CBR issued by the Texas Secretary of State dated within five (5) business days of the Closing Date, (viii) a FIRPTA certificate in the form required under the Contribution Agreement, and (ix) such other documents, instruments, and certificates as Lumen Ridge has reasonably requested.

Section 6. Certification of No Material Adverse Effect

The undersigned hereby certifies that, since the Signing Date (December 4, 2023) through and including the Closing Date (February 20, 2024), no event, change, occurrence, circumstance, development, condition, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on:

(i) the business, assets, liabilities, properties, results of operations, or financial condition of CBR, taken as a whole;

(ii) the Project Portfolio, including the condition, viability, permitting status, site control, interconnection queue position, or development timeline of any project therein; or

(iii) the ability of CBR to perform its obligations under, or to consummate the transactions contemplated by, the Transaction Documents in a timely manner.

Without limiting the generality of the foregoing, the undersigned confirms that no material casualty, condemnation, or force majeure event has occurred with respect to any project in the Project Portfolio, and no material contract relating to the Project Portfolio has been terminated, defaulted upon, or materially adversely modified since the Signing Date.

Section 7. Certification of Incumbency of Authorized Signatories

The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers or authorized representatives of CBR as set forth below, that each such person held the title set forth opposite his or her name as of the Signing Date (December 4, 2023) and continues to hold such title on the Closing Date (February 20, 2024), that the specimen signatures set forth opposite their respective names below are the genuine signatures of such persons, and that each such person is authorized to execute and deliver, on behalf of CBR, the Transaction Documents and any certificates, instruments, agreements, or other documents required to be executed and delivered by CBR in connection with the closing of the transactions contemplated by the Transaction Documents:

Each of the foregoing individuals was duly elected or appointed to his or her respective position in accordance with CBR's certificate of incorporation, bylaws, and applicable law, and no such individual's authority has been revoked, limited, or otherwise modified as of the Closing Date. The undersigned confirms that any one of the foregoing individuals is independently authorized to execute and deliver documents on behalf of CBR in connection with the transactions contemplated by the Transaction Documents, subject to any applicable internal authorization requirements of CBR.

Section 8. No Litigation

The undersigned hereby certifies that, as of the Closing Date (February 20, 2024), there is no action, suit, claim, arbitration, proceeding, hearing, investigation, charge, complaint, demand, or inquiry (each, a "Proceeding") pending or, to the knowledge of CBR (after due inquiry), threatened in writing against CBR or any of its subsidiaries, affiliates, officers, or directors, or against or affecting any of the projects in the Project Portfolio or any of the assets associated therewith, before any court, tribunal, arbitral body, governmental authority, regulatory body, or other forum, that:

(i) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Transaction Documents, or seeks damages or other relief in connection therewith; or

(ii) would, if adversely determined, reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on (A) CBR, (B) the Project Portfolio, or (C) CBR's ability to perform its obligations under, or to consummate the transactions contemplated by, the Transaction Documents.

The undersigned further certifies that, as of the Closing Date, CBR has not received any written notice from any governmental authority indicating an intention to commence any Proceeding of the type described in clauses (i) or (ii) above, and CBR is not aware of any facts or circumstances that would reasonably be expected to give rise to any such Proceeding.

Section 9. Reliance; Governing Law

Reliance. This Officer's Certificate is being delivered to Lumen Ridge Infrastructure Partners LLC for its benefit and reliance in connection with the closing of the transactions contemplated by the Transaction Documents. In addition, this Certificate is being delivered to (a) Continental Fiduciary Trust Company, in its capacity as escrow agent under the Escrow Agreement, and (b) Trident National Bank, N.A., in its capacity as lender under its credit facilities, in each case to the extent that delivery of this Certificate is required under their respective agreements with CBR, Lumen Ridge, or the Company in connection with the closing. Each of the foregoing parties is entitled to rely on the certifications, statements, and representations set forth herein as if this Certificate had been directly addressed to such party. Notwithstanding the foregoing, this Certificate is delivered solely in connection with the transactions contemplated by the Transaction Documents and may not be relied upon for any other purpose or by any other person without the prior written consent of CBR.

Governing Law. This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Survival. The certifications, statements, and representations set forth in this Certificate shall survive the closing of the transactions contemplated by the Transaction Documents to the same extent, and subject to the same limitations, as the representations and warranties, covenants, and agreements of CBR set forth in the Transaction Documents survive in accordance with their respective terms.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of February 20, 2024.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Margaret "Meg" Calloway

Title: Co-Founder, Chairwoman & Chief Executive Officer

Address:

2300 Travis Street, Suite 4200 Houston, Texas 77006

No.	Project Name	County / State	Approx. Nameplate DC Capacity	Approx. Acreage Under Lease	Lease Type	Permit Status
1	Red Mesa Solar I	Pecos County, TX	~200 MW DC	2,400 acres	Private lease	Fully permitted
2	Red Mesa Solar II	Pecos County, TX	~180 MW DC	2,100 acres	Private lease	Fully permitted
3	Cimarron Flats	Crockett County, TX	~150 MW DC	1,800 acres	Private lease	Fully permitted
4	Lone Star Prairie	Webb County, TX	~130 MW DC	1,560 acres	Private lease	Fully permitted
5	Brazos Point	Wharton County, TX	~120 MW DC	1,440 acres	Private lease	Fully permitted (permit received January 10, 2024)
6	Sangre del Sol I	Doña Ana County, NM	~150 MW DC	1,800 acres	BLM lease	Fully permitted
7	Sangre del Sol II	Doña Ana County, NM	~110 MW DC	1,320 acres	BLM lease	Fully permitted
8	Sonoran Ridge	Pinal County, AZ	~160 MW DC	1,920 acres	Private lease	Fully permitted
Name	Title	Specimen Signature
Margaret "Meg" Calloway	Co-Founder, Chairwoman & Chief Executive Officer	________
Thomas R. Briggs	Co-Founder & President	________
Priya Narayanan	Chief Financial Officer	________
Daniel Estrada	Senior Vice President — Corporate Development	________
Rebecca Whitfield	General Counsel	________

OFFICER'S CERTIFICATE
OF
CALLOWAY-BRIGGS RENEWABLES INC.
Delivered Pursuant to the Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, and the Contribution Agreement, dated as of December 4, 2023
Dated: February 20, 2024
This Officer's Certificate (this "Certificate") is delivered by Calloway-Briggs Renewables Inc., a corporation organized and existing under the laws of the State of Texas ("CBR"), to Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), at the following address:
Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, CT 06901
Attention: General Counsel
This Certificate is delivered in connection with, and pursuant to, the closing conditions set forth in (i) that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement"), by and between CBR and Lumen Ridge, and (ii) that certain Contribution Agreement, dated as of December 4, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Contribution Agreement"), by and between CBR and Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV").
RECITALS
WHEREAS, the undersigned, Margaret "Meg" Calloway, is the Co-Founder, Chairwoman, and Chief Executive Officer of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Texas, with its principal executive offices located at 2300 Travis Street, Suite 4200, Houston, Texas 77006 (Employer Identification Number: 46-2837451; Texas Secretary of State File Number: 0801647392);
WHEREAS, this Officer's Certificate is being delivered on February 20, 2024 (the "Closing Date"), in connection with the closing of the transactions contemplated by the LLC Agreement, the Contribution Agreement, that certain Development and Construction Management Agreement, dated as of December 4, 2023, by and among the Company, CBR, and Lumen Ridge (the "DCMA"), that certain Tax Protection Agreement, dated as of December 4, 2023, by and among the Company, CBR, and Lumen Ridge (the "Tax Protection Agreement"), and that certain Escrow Agreement, dated as of December 4, 2023, by and among the Company, CBR, Lumen Ridge, and Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agreement," and, together with the LLC Agreement, the Contribution Agreement, the DCMA, and the Tax Protection Agreement, collectively, the "Transaction Documents"), each dated as of December 4, 2023;
WHEREAS, the transactions contemplated by the Transaction Documents provide for the formation and capitalization of Solstice Plateau Energy Holdings LLC (Delaware Secretary of State File Number 7849312; Employer Identification Number: 93-4158203), a Delaware limited liability company, as a fifty percent / fifty percent (50/50) joint venture between CBR and Lumen Ridge, with aggregate initial equity commitments of Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) from each Member (as defined in the LLC Agreement);
WHEREAS, the LLC Agreement requires, as a condition to the obligations of the parties to consummate the closing of the transactions contemplated thereby, that CBR deliver to Lumen Ridge a certificate of an authorized officer of CBR certifying as to, among other things, the accuracy of CBR's representations and warranties, CBR's compliance with its covenants, and the satisfaction of certain closing conditions; and
WHEREAS, the Contribution Agreement similarly requires, as a condition to closing, that CBR deliver to the Company and Lumen Ridge a certificate of an authorized officer of CBR certifying as to such matters as set forth therein.
NOW, THEREFORE, the undersigned, in her capacity as Co-Founder, Chairwoman, and Chief Executive Officer of CBR, and not in her individual capacity, hereby certifies to Lumen Ridge, as of the Closing Date, as follows:
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the LLC Agreement.
Section 1. Certification of Authority and Capacity
The undersigned hereby certifies that she is the duly elected, qualified, and acting Co-Founder, Chairwoman, and Chief Executive Officer of Calloway-Briggs Renewables Inc. The undersigned has held such positions continuously since the incorporation of CBR and continues to serve in such capacities as of the date hereof.
The undersigned is fully authorized to execute and deliver this Certificate on behalf of CBR in connection with the closing of the transactions contemplated by the Transaction Documents. Such authorization was conferred by the Board of Directors of CBR, and no further corporate action or approval is required for the execution and delivery of this Certificate.
The undersigned has personal knowledge of the matters set forth herein or has made due inquiry of the officers, directors, employees, agents, and advisors of CBR to confirm the accuracy and completeness of the certifications, statements, and representations contained in this Certificate. In making such certifications, the undersigned has reviewed the Transaction Documents, the relevant corporate records of CBR, the project files for the Project Portfolio (as defined below), and such other documents, records, and information as the undersigned deemed necessary or appropriate in order to make the certifications set forth herein.
Section 2. Certification of Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties made by CBR in the LLC Agreement, the Contribution Agreement, and each other Transaction Document to which CBR is a party is true and correct in all material respects as of the date hereof, February 20, 2024, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that with respect to any representation or warranty that is qualified by the terms "material," "materiality," or "Material Adverse Effect" (or any similar qualification), such representation or warranty is true and correct in all respects (without giving duplicative effect to any such materiality qualifier) as of the Closing Date; and provided, further, that with respect to any representation or warranty that by its terms speaks as of a specified date or period, such representation or warranty is true and correct in all material respects (or, if qualified by materiality, in all respects) as of such specified date or period.
Without limiting the generality of the foregoing certification, the undersigned specifically certifies the following:
(a) Organization and Good Standing. CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and CBR has all requisite corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as currently conducted. CBR is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation, or leasing of its properties and assets makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Corporate Power and Authority. CBR has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including without limitation the LLC Agreement, the Contribution Agreement, the DCMA, the Tax Protection Agreement, and the Escrow Agreement, and to consummate the transactions contemplated thereby.
(c) Due Authorization. The execution, delivery, and performance by CBR of each of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of CBR, including the approval of CBR's Board of Directors by unanimous written consent dated November 15, 2023. No other corporate proceedings on the part of CBR are necessary to authorize the execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby, other than the stockholder consent referenced in clause (d) below, which has been duly obtained.
(d) Stockholder Consent. The consent of Cascadia Growth Equity Fund III, L.P. ("Cascadia"), CBR's minority institutional stockholder (holding approximately twenty-two percent (22%) of the outstanding equity interests of CBR), was duly obtained on November 20, 2023 in accordance with the terms and conditions of that certain Stockholders' Agreement, dated as of June 14, 2019, by and among CBR, Margaret "Meg" Calloway, Thomas R. Briggs, and Cascadia (as amended, the "Stockholders' Agreement"). The undersigned certifies that such consent was validly executed and delivered by an authorized representative of Cascadia, that such consent has not been revoked, withdrawn, or otherwise modified, and that such consent remains in full force and effect as of the Closing Date. No other stockholder consent, vote, or approval is required under the Stockholders' Agreement, CBR's certificate of incorporation, CBR's bylaws, or applicable law in connection with the execution, delivery, and performance of the Transaction Documents.
(e) No Violations or Conflicts. The execution, delivery, and performance by CBR of the Transaction Documents to which it is a party, and the consummation by CBR of the transactions contemplated thereby, do not and will not:
(i) violate, conflict with, or result in any breach of, any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of CBR, each as currently in effect;
(ii) violate, conflict with, or result in any breach or violation of, any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, decree, or governmental permit or authorization applicable to CBR or any of its properties or assets, including without limitation the Project Portfolio;
(iii) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, accelerate the performance required by, or result in the creation of any lien or encumbrance upon any of the properties or assets of CBR under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, credit facility, loan agreement, lease, license, permit, or any other material agreement, instrument, or obligation to which CBR is a party or by which CBR or any of its properties or assets may be bound; or
(iv) require any consent, waiver, approval, authorization, order, license, or permit of, or registration, declaration, or filing with, any governmental authority, other than (A) the filing of the Certificate of Formation of the Company with the Delaware Secretary of State (which has been duly filed), (B) the filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") (for which early termination of the waiting period has been granted), and (C) such consents, waivers, approvals, authorizations, orders, licenses, permits, registrations, declarations, or filings as have been obtained or made prior to the Closing Date.
(f) Title to Project Portfolio. CBR has good and valid title to, or valid and enforceable leasehold interests in, each of the eight (8) solar development projects comprising the Project Portfolio (as described in Section 3 hereof) being contributed to the Company pursuant to the Contribution Agreement, free and clear of all liens, pledges, security interests, claims, charges, options, rights of first refusal, encumbrances, and other restrictions or limitations of any kind (collectively, "Liens"), other than Permitted Liens (as defined in the Contribution Agreement). As of the Closing Date, CBR has the full right, power, and authority to contribute, assign, transfer, and convey all of its right, title, and interest in and to the Project Portfolio to the Company in accordance with the terms of the Contribution Agreement.
Section 3. Certification Regarding the Project Portfolio
The undersigned hereby certifies that the Project Portfolio, consisting of eight (8) utility-scale solar photovoltaic development projects with an aggregate nameplate direct current ("DC") capacity of approximately one thousand two hundred megawatts (1,200 MW DC), is being contributed by CBR to the Company as of the Closing Date at an agreed-upon valuation of Ninety Million Dollars ($90,000,000), in accordance with the terms and conditions of the Contribution Agreement. Such contribution constitutes a portion of CBR's initial equity commitment to the Company under the LLC Agreement, with the remaining Sixty Million Dollars ($60,000,000) being contributed in cash.
The eight (8) projects comprising the Project Portfolio, together with their material attributes, are as follows:
The total aggregate acreage under lease across all eight (8) projects in the Project Portfolio is approximately fourteen thousand three hundred forty (14,340) acres.
The undersigned further certifies that all material permits, approvals, licenses, authorizations, and governmental consents required for the current stage of development of each project in the Project Portfolio have been duly obtained and are in full force and effect as of the Closing Date. Without limitation, the undersigned confirms that the conditional use permit for the Brazos Point project (Wharton County Commissioners Court File No. CUP-2023-0094) was issued and received by CBR on January 10, 2024, which permit constituted the final outstanding material permit condition for the Project Portfolio. There are no pending appeals, challenges, or proceedings with respect to any such permit, approval, license, authorization, or governmental consent that would reasonably be expected to result in the revocation, suspension, modification, or non-renewal thereof.
All site control agreements, ground leases, and related land use agreements for the projects comprising the Project Portfolio are valid and enforceable in accordance with their respective terms, and CBR is not in default, and no event has occurred that, with the giving of notice or lapse of time, or both, would constitute a default by CBR, under any such agreement. With respect to the Sangre del Sol I and Sangre del Sol II projects, the applicable right-of-way grants and leases from the United States Bureau of Land Management have been duly issued and remain in full force and effect.
Section 4. Certification of Compliance with Covenants
The undersigned hereby certifies that CBR has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by CBR under the Transaction Documents on or prior to the Closing Date, including, without limitation, the following:
(a) Ordinary Course of Business. CBR has conducted its business and the business of the Project Portfolio in the ordinary course consistent with past practice during the period between the date of execution of the Transaction Documents (December 4, 2023, the "Signing Date") and the Closing Date (February 20, 2024). During such interim period, CBR has used commercially reasonable efforts to preserve intact the business organization, relationships, and goodwill of CBR and the Project Portfolio, to keep available the services of CBR's key employees and consultants, and to maintain in effect all material permits, approvals, and authorizations relating to the Project Portfolio.
(b) No Material Adverse Effect Actions. CBR has not taken any action, or failed to take any action, during the period between the Signing Date and the Closing Date, that would reasonably be expected to result in a Material Adverse Effect on the Project Portfolio, the Company, or CBR's ability to consummate the transactions contemplated by the Transaction Documents. Without limitation, CBR has not (i) sold, transferred, assigned, pledged, or otherwise disposed of any material assets of the Project Portfolio outside the ordinary course, (ii) incurred any material indebtedness or liens on the Project Portfolio, (iii) modified, amended, or terminated any material contract relating to the Project Portfolio, or (iv) entered into any agreement or commitment to do any of the foregoing.
(c) Formation of the Company. CBR has cooperated with the preparation and filing of the Certificate of Formation of Solstice Plateau Energy Holdings LLC with the Secretary of State of the State of Delaware. The Certificate of Formation was duly filed on February 19, 2024, and was accepted by the Delaware Secretary of State under File Number 7849312. The Company has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware.
(d) Cash Contribution to Escrow. CBR has funded its cash contribution of Sixty Million Dollars ($60,000,000) to the escrow account established at Continental Fiduciary Trust Company pursuant to the Escrow Agreement (escrow account reference number CFT-2024-00847). Such funds were deposited by wire transfer of immediately available funds on February 5, 2024, and such funds remain on deposit in such escrow account, subject to release in accordance with the terms of the Escrow Agreement upon consummation of the closing.
(e) Other Covenants. CBR has complied in all material respects with all other covenants, agreements, and obligations required to be performed or complied with by CBR under the Transaction Documents on or prior to the Closing Date, including without limitation cooperation with Lumen Ridge's due diligence investigations, delivery of required financial statements and other information, maintenance of adequate insurance coverage for the Project Portfolio, and compliance with all environmental, health, and safety laws applicable to the Project Portfolio.
Section 5. Certification of Satisfaction of Closing Conditions
The undersigned hereby certifies that, to the knowledge of CBR (after due inquiry), all conditions precedent to the obligations of CBR and Lumen Ridge to consummate the closing of the transactions under the LLC Agreement and the Contribution Agreement have been satisfied (or, to the extent permitted by the terms of the Transaction Documents, duly waived) as of the Closing Date, including, without limitation, the following:
(a) HSR Clearance. Early termination of the waiting period applicable to the transactions contemplated by the Transaction Documents under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, was granted by the Federal Trade Commission on November 8, 2023. The applicable HSR notification was filed on October 18, 2023 (HSR Transaction Number 20231018-CBR-LRI). No request for additional information or documentary material (a "Second Request") was issued by the Federal Trade Commission or the Antitrust Division of the Department of Justice. The early termination notice remains effective, and no governmental authority has taken any action to revoke, suspend, or modify such early termination.
(b) Absence of Injunctions or Restraining Orders. No governmental authority has enacted, issued, promulgated, enforced, or entered any law, statute, ordinance, rule, regulation, order, injunction, judgment, decree, or ruling (whether temporary, preliminary, or permanent) that is in effect and that would prohibit, restrain, enjoin, or materially impede the consummation of the transactions contemplated by the Transaction Documents, and no proceeding seeking any such order, injunction, judgment, decree, or ruling is pending before any governmental authority.
(c) Environmental and Governmental Approvals. All material environmental permits, governmental approvals, authorizations, licenses, and consents required for the current stage of development of each project in the Project Portfolio have been duly obtained and remain in full force and effect as of the Closing Date. As noted in Section 3 above, the final outstanding material permit condition — the conditional use permit for the Brazos Point project — was received on January 10, 2024. No such permit, approval, authorization, license, or consent has been revoked, suspended, materially modified, or made subject to any pending appeal, challenge, or proceeding that would reasonably be expected to adversely affect its validity or enforceability.
(d) Stockholder Consent. The consent of Cascadia Growth Equity Fund III, L.P. to the transactions contemplated by the Transaction Documents was duly obtained on November 20, 2023, as referenced in Section 2(d) above, and such consent remains in full force and effect as of the Closing Date. No additional stockholder consent, vote, or approval is required.
(e) Closing Deliverables. All closing deliverables required to be delivered by CBR under the LLC Agreement and the Contribution Agreement on or prior to the Closing Date have been duly delivered or are being delivered concurrently herewith, including without limitation (i) this Officer's Certificate, (ii) the executed counterpart signature pages to each of the Transaction Documents, (iii) evidence of the filing of the Certificate of Formation of the Company, (iv) evidence of the deposit of the cash contribution into the escrow account, (v) duly executed assignment and assumption agreements for the Project Portfolio, (vi) the Secretary's Certificate of CBR with attached certified copies of CBR's certificate of incorporation, bylaws, and board resolutions, (vii) the good standing certificate of CBR issued by the Texas Secretary of State dated within five (5) business days of the Closing Date, (viii) a FIRPTA certificate in the form required under the Contribution Agreement, and (ix) such other documents, instruments, and certificates as Lumen Ridge has reasonably requested.
Section 6. Certification of No Material Adverse Effect
The undersigned hereby certifies that, since the Signing Date (December 4, 2023) through and including the Closing Date (February 20, 2024), no event, change, occurrence, circumstance, development, condition, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on:
(i) the business, assets, liabilities, properties, results of operations, or financial condition of CBR, taken as a whole;
(ii) the Project Portfolio, including the condition, viability, permitting status, site control, interconnection queue position, or development timeline of any project therein; or
(iii) the ability of CBR to perform its obligations under, or to consummate the transactions contemplated by, the Transaction Documents in a timely manner.
Without limiting the generality of the foregoing, the undersigned confirms that no material casualty, condemnation, or force majeure event has occurred with respect to any project in the Project Portfolio, and no material contract relating to the Project Portfolio has been terminated, defaulted upon, or materially adversely modified since the Signing Date.
Section 7. Certification of Incumbency of Authorized Signatories
The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers or authorized representatives of CBR as set forth below, that each such person held the title set forth opposite his or her name as of the Signing Date (December 4, 2023) and continues to hold such title on the Closing Date (February 20, 2024), that the specimen signatures set forth opposite their respective names below are the genuine signatures of such persons, and that each such person is authorized to execute and deliver, on behalf of CBR, the Transaction Documents and any certificates, instruments, agreements, or other documents required to be executed and delivered by CBR in connection with the closing of the transactions contemplated by the Transaction Documents:
Each of the foregoing individuals was duly elected or appointed to his or her respective position in accordance with CBR's certificate of incorporation, bylaws, and applicable law, and no such individual's authority has been revoked, limited, or otherwise modified as of the Closing Date. The undersigned confirms that any one of the foregoing individuals is independently authorized to execute and deliver documents on behalf of CBR in connection with the transactions contemplated by the Transaction Documents, subject to any applicable internal authorization requirements of CBR.
Section 8. No Litigation
The undersigned hereby certifies that, as of the Closing Date (February 20, 2024), there is no action, suit, claim, arbitration, proceeding, hearing, investigation, charge, complaint, demand, or inquiry (each, a "Proceeding") pending or, to the knowledge of CBR (after due inquiry), threatened in writing against CBR or any of its subsidiaries, affiliates, officers, or directors, or against or affecting any of the projects in the Project Portfolio or any of the assets associated therewith, before any court, tribunal, arbitral body, governmental authority, regulatory body, or other forum, that:
(i) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Transaction Documents, or seeks damages or other relief in connection therewith; or
(ii) would, if adversely determined, reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on (A) CBR, (B) the Project Portfolio, or (C) CBR's ability to perform its obligations under, or to consummate the transactions contemplated by, the Transaction Documents.
The undersigned further certifies that, as of the Closing Date, CBR has not received any written notice from any governmental authority indicating an intention to commence any Proceeding of the type described in clauses (i) or (ii) above, and CBR is not aware of any facts or circumstances that would reasonably be expected to give rise to any such Proceeding.
Section 9. Reliance; Governing Law
Reliance. This Officer's Certificate is being delivered to Lumen Ridge Infrastructure Partners LLC for its benefit and reliance in connection with the closing of the transactions contemplated by the Transaction Documents. In addition, this Certificate is being delivered to (a) Continental Fiduciary Trust Company, in its capacity as escrow agent under the Escrow Agreement, and (b) Trident National Bank, N.A., in its capacity as lender under its credit facilities, in each case to the extent that delivery of this Certificate is required under their respective agreements with CBR, Lumen Ridge, or the Company in connection with the closing. Each of the foregoing parties is entitled to rely on the certifications, statements, and representations set forth herein as if this Certificate had been directly addressed to such party. Notwithstanding the foregoing, this Certificate is delivered solely in connection with the transactions contemplated by the Transaction Documents and may not be relied upon for any other purpose or by any other person without the prior written consent of CBR.
Governing Law. This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Survival. The certifications, statements, and representations set forth in this Certificate shall survive the closing of the transactions contemplated by the Transaction Documents to the same extent, and subject to the same limitations, as the representations and warranties, covenants, and agreements of CBR set forth in the Transaction Documents survive in accordance with their respective terms.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of February 20, 2024.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Margaret "Meg" Calloway
Title: Co-Founder, Chairwoman & Chief Executive Officer
Address:
2300 Travis Street, Suite 4200 Houston, Texas 77006
No. | Project Name | County / State | Approx. Nameplate DC Capacity | Approx. Acreage Under Lease | Lease Type | Permit Status
1 | Red Mesa Solar I | Pecos County, TX | ~200 MW DC | 2,400 acres | Private lease | Fully permitted
2 | Red Mesa Solar II | Pecos County, TX | ~180 MW DC | 2,100 acres | Private lease | Fully permitted
3 | Cimarron Flats | Crockett County, TX | ~150 MW DC | 1,800 acres | Private lease | Fully permitted
4 | Lone Star Prairie | Webb County, TX | ~130 MW DC | 1,560 acres | Private lease | Fully permitted
5 | Brazos Point | Wharton County, TX | ~120 MW DC | 1,440 acres | Private lease | Fully permitted (permit received January 10, 2024)
6 | Sangre del Sol I | Doña Ana County, NM | ~150 MW DC | 1,800 acres | BLM lease | Fully permitted
7 | Sangre del Sol II | Doña Ana County, NM | ~110 MW DC | 1,320 acres | BLM lease | Fully permitted
8 | Sonoran Ridge | Pinal County, AZ | ~160 MW DC | 1,920 acres | Private lease | Fully permitted
Name | Title | Specimen Signature
Margaret "Meg" Calloway | Co-Founder, Chairwoman & Chief Executive Officer | ________
Thomas R. Briggs | Co-Founder & President | ________
Priya Narayanan | Chief Financial Officer | ________
Daniel Estrada | Senior Vice President — Corporate Development | ________
Rebecca Whitfield | General Counsel | ________

OFFICER'S CERTIFICATE

CALLOWAY-BRIGGS RENEWABLES INC.

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CALLOWAY-BRIGGS RENEWABLES INC.

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