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CONTRIBUTION AGREEMENT

by and between

CALLOWAY-BRIGGS RENEWABLES INC.

and

SOLSTICE PLATEAU ENERGY HOLDINGS LLC

Dated as of December 4, 2023

Contribution of Project Portfolio Eight Utility-Scale Solar Development Projects Aggregate Nameplate Capacity: ~1,200 MW DC

Agreed Contribution Value: $90,000,000

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of December 4, 2023 (the "Signing Date"), by and between:

(1) CALLOWAY-BRIGGS RENEWABLES INC., a Texas corporation ("Contributor"), with principal offices located at 2300 Travis Street, Suite 4200, Houston, Texas 77006 (EIN: 46-2837451; Texas Secretary of State File Number 0801647392); and

(2) SOLSTICE PLATEAU ENERGY HOLDINGS LLC, a Delaware limited liability company (the "Company" or "Solstice Plateau"), with its registered office located c/o Peachtree Corporate Services, Inc., 1209 Orange Street, Suite 300, Wilmington, Delaware 19801, and its principal business office located at 2300 Travis Street, Suite 4210, Houston, Texas 77006 (EIN: 93-4158203; Delaware Secretary of State File Number 7849312).

Contributor and the Company are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The Company is a Delaware limited liability company formed for the purpose of developing, constructing, financing, owning, and operating utility-scale solar energy projects in the United States, and the Company is governed by that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (as the same may be amended, supplemented, or otherwise modified from time to time, the "LLC Agreement"), by and between Contributor and Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), with principal offices at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901 (EIN: 83-1924076);

B. Contributor is one of the largest privately held independent solar energy developers in the southern United States, with approximately 3.8 gigawatts ("GW") of solar energy projects in various stages of development and operation across the States of Texas, New Mexico, Arizona, and Nevada, and Contributor possesses significant expertise in the origination, development, permitting, construction, and management of utility-scale solar generating facilities;

C. Pursuant to the LLC Agreement, the total aggregate equity commitment to the Company is Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) committed by Contributor and One Hundred Fifty Million Dollars ($150,000,000) committed by Lumen Ridge, with each Party holding a fifty percent (50%) membership interest in the Company;

D. Contributor's initial capital contribution to the Company consists of (i) Sixty Million Dollars ($60,000,000) in cash and (ii) the contribution of the Project Portfolio (as defined herein) at an agreed valuation of Ninety Million Dollars ($90,000,000), for an aggregate initial capital contribution by Contributor of One Hundred Fifty Million Dollars ($150,000,000);

E. The agreed valuation of the Project Portfolio at Ninety Million Dollars ($90,000,000) is based upon a fairness analysis delivered by Ridgeline Barrow & Co., an independent financial advisory firm, dated November 15, 2023 (the "Fairness Analysis"), which valued the Project Portfolio in the range of Eighty-Seven Million Dollars ($87,000,000) to Ninety-Six Million Dollars ($96,000,000), and the Parties have agreed upon the midpoint of Ninety Million Dollars ($90,000,000) as the appropriate valuation for purposes of the Contribution;

F. The Project Portfolio consists of eight (8) utility-scale solar development projects with aggregate nameplate direct current ("DC") capacity of approximately one thousand two hundred megawatts (1,200 MW) located in the States of Texas, New Mexico, and Arizona, as more particularly described in Schedule A attached hereto and incorporated herein by reference; and

G. Contributor desires to contribute, assign, transfer, convey, and deliver to the Company all of Contributor's right, title, and interest in and to the Project Portfolio, and the Company desires to accept such contribution, in each case on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants, representations, warranties, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreed Value" means Ninety Million Dollars ($90,000,000), being the agreed fair market value of the Project Portfolio as determined pursuant to Section 2.2 of this Agreement.

"Agreement" has the meaning set forth in the preamble to this Agreement.

"Applicable Law" means, with respect to any Person, any federal, state, local, municipal, or foreign statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or other requirement or rule of law enacted, promulgated, issued, or entered by a Governmental Authority applicable to or binding upon such Person or any of its property, assets, officers, directors, employees, consultants, or agents.

"Assumed Liabilities" has the meaning set forth in Section 2.4 of this Agreement.

"BLM" means the Bureau of Land Management, an agency within the United States Department of the Interior.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banking institutions in Houston, Texas or Wilmington, Delaware are authorized or required by Applicable Law to be closed.

"Closing" has the meaning set forth in Section 3.1 of this Agreement.

"Closing Date" means the date on which the Closing occurs, which is expected to occur simultaneously with the closing of the transactions contemplated by the LLC Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to any section of the Code shall include any corresponding provision or provisions of any succeeding law.

"Company" has the meaning set forth in the preamble to this Agreement.

"Contributed Assets" means all of Contributor's right, title, and interest in and to the Project Portfolio, including all Project Assets associated therewith, as more particularly described herein and in Schedule A.

"Contribution" means the contribution, assignment, transfer, conveyance, and delivery by Contributor to the Company of all of Contributor's right, title, and interest in and to the Contributed Assets on the terms and subject to the conditions set forth in this Agreement.

"Contributor" has the meaning set forth in the preamble to this Agreement.

"Development and Construction Management Agreement" means that certain Development and Construction Management Agreement, dated as of December 4, 2023, by and between the Company and Contributor, pursuant to which Contributor will provide development and construction management services to the Company with respect to the Projects on the terms and conditions set forth therein.

"Environmental Claims" means any and all administrative, regulatory, or judicial actions, suits, demands, demand letters, claims, liens, fines, penalties, assessments, notices of noncompliance or violation, investigations, proceedings, consent orders, consent agreements, or similar actions by or from any Governmental Authority or other Person arising under or relating to any Environmental Law or any Environmental Permit, including any claim by any Person seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive relief resulting from the actual or alleged presence, release, or threatened release of Hazardous Materials or arising from the alleged violation of any Environmental Law.

"Environmental Laws" means any and all Applicable Laws relating to pollution, protection of the environment, natural resources, or human health and safety (as it relates to exposure to Hazardous Materials), including the National Environmental Policy Act ("NEPA"), 42 U.S.C. §§ 4321 et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act (commonly known as the "Clean Water Act"), 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 et seq.; and all applicable state environmental statutes, regulations, rules, and ordinances, including the Texas Solid Waste Disposal Act, the New Mexico Environmental Improvement Act, and the Arizona Environmental Quality Act.

"Environmental Permits" means all permits, licenses, registrations, approvals, consents, authorizations, exemptions, certifications, and other governmental approvals required under any Environmental Law for the development, construction, operation, and maintenance of the Projects on the Project Sites.

"Escrow Agent" means Continental Fiduciary Trust Company, with offices at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801.

"Escrow Agreement" means that certain Escrow Agreement, dated as of December 4, 2023, among Contributor, Lumen Ridge, and the Escrow Agent, pursuant to which certain closing funds are to be deposited in escrow pending the Closing (escrow account reference CFT-2024-00847).

"Excluded Liabilities" has the meaning set forth in Section 2.5 of this Agreement.

"FERC" means the Federal Energy Regulatory Commission, or any successor agency thereto.

"Governmental Authority" means any federal, state, local, municipal, tribal, foreign, or other government, or governmental, regulatory, or administrative agency, authority, body, commission, department, board, bureau, instrumentality, or political subdivision thereof, or any court, tribunal, or arbitral body of competent jurisdiction, including any public utility commission or similar regulatory body, FERC, the BLM, the United States Environmental Protection Agency, and any state environmental agency.

"Hazardous Materials" means any substance, material, or waste that is regulated, classified, or otherwise characterized as hazardous, toxic, radioactive, or as a pollutant or contaminant under any Environmental Law, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, and radon gas.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder by the Federal Trade Commission.

"Interconnection Agreements" means the interconnection agreements entered into by Contributor (or a Project-level subsidiary) with the applicable utility or independent system operator for each Project, providing for the interconnection of each Project's generating facilities to the applicable electric transmission or distribution system, as more particularly described in Schedule D.

"ITC" means the investment tax credit available under Section 48 of the Code, as may be modified, amended, or extended by the Inflation Reduction Act of 2022, Pub. L. 117-169, and any applicable Treasury Regulations promulgated thereunder.

"Knowledge of Contributor" or "Contributor's Knowledge" means the actual knowledge, after due inquiry of the individuals who would reasonably be expected to have knowledge of the applicable matter by virtue of their respective roles and responsibilities, of the following individuals: Margaret Calloway (Co-Founder, Chairwoman & Chief Executive Officer), Thomas R. Briggs (Co-Founder & President), Priya Narayanan (Chief Operating Officer), Daniel Estrada (Senior Vice President, Project Development), and Rebecca Whitfield (General Counsel & Corporate Secretary).

"Land Leases" means the ground leases, subleases, land use agreements, and BLM leases and right-of-way grants relating to the Project Sites, pursuant to which Contributor holds the right to use and occupy the real property for the development, construction, operation, and maintenance of the Projects, as listed and described in Schedule B.

"Lien" means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, encumbrance, claim, option, right of first refusal, right of first offer, preemptive right, charge, restriction on transfer, conditional sale or other title retention agreement, easement, right-of-way, encroachment, defect in title, or other similar restriction or limitation of any kind or nature whatsoever.

"LLC Agreement" has the meaning set forth in Recital A.

"Losses" means any and all losses, liabilities, damages, claims, demands, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation), whether or not involving a third-party claim.

"Lumen Ridge" means Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company, with principal offices at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901 (EIN: 83-1924076).

"Material Adverse Effect" means any event, occurrence, fact, condition, change, development, or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to (a) the business, assets, properties, condition (financial or otherwise), results of operations, or prospects of the Project Portfolio, taken as a whole, or (b) the ability of Contributor to consummate the Contribution and the other transactions contemplated by this Agreement; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute or be taken into account in determining whether a Material Adverse Effect has occurred: (i) changes in general economic, business, financial, or market conditions (including changes in prevailing interest rates, exchange rates, commodity prices, credit markets, or capital markets); (ii) changes in conditions generally affecting the solar energy or renewable energy industry; (iii) changes in or enactment of any Applicable Law or GAAP or any applicable accounting standards; (iv) any natural disaster, pandemic, epidemic, act of God, weather event (including droughts, storms, hurricanes, and tornadoes), or force majeure event; (v) any act of war, armed hostilities, sabotage, terrorism, cyberattack, or national emergency (whether or not declared); (vi) changes in electricity wholesale prices or ancillary services prices; or (vii) any failure by Contributor to meet any internal or published projections, forecasts, budgets, or estimates (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred), in each case of clauses (i) through (vi), except to the extent that such event, occurrence, fact, condition, change, development, or effect disproportionately affects the Project Portfolio relative to other participants in the solar energy development industry operating in the same geographic areas.

"Material Contracts" means the contracts, agreements, and instruments listed on Schedule D, including all Power Purchase Agreements, Interconnection Agreements, EPC-related agreements, development agreements, equipment supply agreements, and other agreements material to the development, construction, ownership, financing, or operation of the Projects.

"NEPA" means the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq., and the regulations of the Council on Environmental Quality promulgated thereunder at 40 C.F.R. Parts 1500-1508.

"Outside Date" has the meaning set forth in Section 9.1(b) of this Agreement.

"Party" and "Parties" have the meanings set forth in the preamble to this Agreement.

"Permitted Liens" means the Liens set forth on Schedule F, including (a) Liens for real property taxes, assessments, and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings; (b) mechanics', materialmen's, carriers', workers', repairers', and other similar Liens arising or incurred in the ordinary course of business for amounts not yet due and payable; (c) zoning, building codes, and other land use restrictions that do not materially impair the use of the applicable Project Site for the development, construction, and operation of the applicable Project; (d) utility easements, rights-of-way, and similar encumbrances of record that do not materially interfere with the use or development of the applicable Project Site; (e) standard restrictions and conditions contained in BLM leases and right-of-way grants; (f) Liens arising under or in connection with the Escrow Agreement; and (g) Liens to be incurred in connection with the project-level credit facility with Trident National Bank, N.A.

"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, trust, unincorporated organization, Governmental Authority, or any other entity or organization.

"Power Purchase Agreements" or "PPAs" means the power purchase agreements entered into by Contributor (or a Project-level subsidiary) for the sale of electric energy, capacity, and ancillary services generated by the Projects, as listed and described in Schedule D.

"Project" or "Projects" means, individually, each of the eight (8) utility-scale solar development projects identified and described in Schedule A, or, collectively, all eight (8) of such projects.

"Project Assets" means all tangible and intangible assets, rights, properties, and interests associated with the Projects, including (a) all Land Leases and leasehold interests in the Project Sites, (b) all Environmental Permits and Project Permits, (c) all Interconnection Agreements, (d) all Power Purchase Agreements, (e) all Material Contracts, (f) all development rights, studies, surveys, analyses, reports, plans, designs, drawings, and specifications relating to the Projects, (g) all intellectual property owned by Contributor and used exclusively in connection with the Projects, (h) all data, records, files, books, manuals, and other information relating to the Projects, (i) all deposits, prepaid expenses, and advance payments relating to the Projects, (j) all claims, causes of action, and rights of recovery relating to the Projects, and (k) all goodwill associated with the foregoing.

"Project Portfolio" means all eight (8) Projects, collectively, together with all associated Project Assets, as more particularly described in Schedule A.

"Project Permits" means all permits, licenses, approvals, registrations, certificates, authorizations, consents, franchises, variances, exemptions, and orders issued or granted by any Governmental Authority that are necessary or required for the lawful development, construction, ownership, operation, and maintenance of the Projects, including all Environmental Permits, building permits, electrical permits, conditional use permits, special use permits, and any other permits listed on Schedule C.

"Project Sites" means the real property parcels on which the Projects are or will be located, together with all rights and appurtenances thereto, as more particularly described in Schedule B.

"PURPA" means the Public Utility Regulatory Policies Act of 1978, 16 U.S.C. §§ 2601 et seq., as amended, and the rules and regulations promulgated thereunder by FERC.

"Signing Date" means December 4, 2023, the date first set forth in the preamble to this Agreement.

"Tax" or "Taxes" means any and all federal, state, local, or foreign taxes, levies, imposts, duties, fees, assessments, and charges of any kind whatsoever (including income, franchise, gross receipts, property, ad valorem, sales, use, excise, transfer, stamp, documentary, value added, employment, payroll, social security, unemployment, disability, withholding, and estimated taxes), together with any interest, penalties, additions to tax, or additional amounts imposed with respect thereto by any Governmental Authority.

"Tax Basis" means Contributor's adjusted tax basis in the Contributed Assets, which is approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000) as of the Closing Date, as determined in accordance with the Code and applicable Treasury Regulations.

"Tax Protection Agreement" means that certain Tax Protection Agreement, dated as of December 4, 2023, by and between the Company and Contributor, pursuant to which the Company has agreed to provide Contributor with certain protections against the recognition of gain resulting from the built-in gain in the Contributed Assets for a period of seven (7) years following the Closing Date.

"Tax Returns" means any and all returns, reports, information returns, declarations, claims for refund, or statements relating to Taxes that are filed or required to be filed with a Governmental Authority, including any schedule or attachment thereto and any amendment thereof.

"Title Company" means Meridian Land Title Company, with offices at 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.

"Treasury Regulations" means the United States Treasury Regulations promulgated under the Code.

Section 1.2 — Other Definitional Provisions

(a) Unless the context otherwise requires, (i) all references to "Sections," "Articles," "Schedules," and "Exhibits" are to the Sections, Articles, Schedules, and Exhibits of and to this Agreement, (ii) each term defined in this Agreement has the meaning assigned to it, (iii) "or" is disjunctive but not exclusive, (iv) words in the singular include the plural and vice versa, (v) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (vi) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision, (vii) all references to "$" or "Dollars" are to U.S. dollars, and (viii) the word "extent" in the phrase "to the extent" means the degree to which a subject or thing extends, and such phrase does not mean simply "if."

(b) The headings and captions of the various Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, or restrict any of the provisions of this Agreement.

(c) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(d) The Schedules and Exhibits attached hereto are incorporated herein and shall be deemed a part of this Agreement as if fully set forth herein. Any capitalized terms used in any Schedule or Exhibit attached hereto but not otherwise defined therein shall have the meanings ascribed to such terms in this Agreement.

ARTICLE II — CONTRIBUTION AND ACCEPTANCE

Section 2.1 — Contribution of Project Portfolio

Subject to the terms and conditions of this Agreement, at the Closing, Contributor hereby agrees to contribute, assign, transfer, convey, and deliver to the Company, and the Company hereby agrees to accept from Contributor, all of Contributor's right, title, and interest in and to the Contributed Assets, free and clear of all Liens other than Permitted Liens. The Contribution shall include, without limitation, all of the Project Assets associated with each of the eight (8) Projects comprising the Project Portfolio, as more particularly described in Schedule A and Schedule D. The Contribution is being made in partial satisfaction of Contributor's initial capital contribution obligation under Section 3.1(a) of the LLC Agreement, which provides for an aggregate initial capital contribution by Contributor of One Hundred Fifty Million Dollars ($150,000,000), consisting of the in-kind Contribution valued at the Agreed Value and a cash contribution of Sixty Million Dollars ($60,000,000). Nothing in this Agreement shall limit, modify, or otherwise affect Contributor's obligation to fund the cash portion of its initial capital contribution to the Company.

Section 2.2 — Agreed Valuation

The Parties agree that the Contributed Assets have an agreed fair market value equal to the Agreed Value of Ninety Million Dollars ($90,000,000). The Agreed Value has been determined by the Parties based on the Fairness Analysis delivered by Ridgeline Barrow & Co., an independent financial advisory firm, dated November 15, 2023. The Fairness Analysis valued the Project Portfolio in the range of Eighty-Seven Million Dollars ($87,000,000) to Ninety-Six Million Dollars ($96,000,000), and the Parties have agreed upon the midpoint of such range as the appropriate valuation for the Contributed Assets. For purposes of the LLC Agreement, the Contribution of the Project Portfolio shall be credited as a capital contribution of Ninety Million Dollars ($90,000,000) to Contributor's capital account, and Contributor's initial capital account balance under the LLC Agreement shall reflect the aggregate of the Agreed Value and the Sixty Million Dollars ($60,000,000) cash contribution, totaling One Hundred Fifty Million Dollars ($150,000,000).

Section 2.3 — Tax Treatment

(a) Section 721 Treatment. The Parties intend that the Contribution be treated, for U.S. federal (and applicable state and local) income tax purposes, as a contribution of property by a partner to a partnership in exchange for a partnership interest under Section 721 of the Code, and that no gain or loss be recognized by either Party on account of the Contribution. Neither Party shall take any position on any Tax Return or in any Tax proceeding that is inconsistent with the foregoing treatment, unless otherwise required by a determination (within the meaning of Section 1313 of the Code) or by a change in Applicable Law. The Company shall be treated as a partnership for U.S. federal income tax purposes under Subchapter K of the Code.

(b) Tax Basis and Built-In Gain. Contributor's adjusted tax basis in the Contributed Assets is approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000). Accordingly, the built-in gain with respect to the Contributed Assets is approximately Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000), being the difference between the Agreed Value of Ninety Million Dollars ($90,000,000) and the Tax Basis of approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000). The Company shall take the Contributed Assets with a carryover tax basis equal to Contributor's adjusted tax basis therein pursuant to Section 723 of the Code.

(c) Section 704(c) Allocations. The built-in gain of approximately Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000) shall be allocated among the members of the Company in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, using the remedial allocation method described in Treasury Regulations Section 1.704-3(d), as set forth in Article IV of the LLC Agreement. The Parties acknowledge that the remedial allocation method will result in the allocation of the pre-contribution built-in gain to Contributor and corresponding remedial allocations to Lumen Ridge as required under the applicable Treasury Regulations.

(d) Investment Tax Credit. The ITC under Section 48 of the Code (as modified by the Inflation Reduction Act of 2022) with respect to the Projects shall be allocated fifty percent (50%) to Contributor and fifty percent (50%) to Lumen Ridge in accordance with the provisions of the LLC Agreement. The Parties shall cooperate in good faith to maximize the availability and value of the ITC with respect to each Project, including compliance with all applicable prevailing wage and apprenticeship requirements, domestic content requirements, and energy community bonus credit requirements set forth in the Inflation Reduction Act.

(e) Tax Protection Agreement. The Parties acknowledge and agree that, concurrently with the execution and delivery of this Agreement, the Company and Contributor have entered into the Tax Protection Agreement, which provides Contributor with a seven (7)-year tax protection against the recognition of the approximately Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000) of built-in gain in the Contributed Assets. Pursuant to the Tax Protection Agreement, the Company shall not, during the period commencing on the Closing Date and expiring on February 20, 2031 (the "Tax Protection Period"), sell, exchange, or otherwise dispose of any of the Contributed Assets in a transaction that would result in Contributor recognizing all or any portion of the built-in gain, unless the Company simultaneously makes a make-whole payment to Contributor in an amount sufficient to compensate Contributor for the Tax liability resulting from such recognition, calculated in accordance with the methodology set forth in the Tax Protection Agreement.

Section 2.4 — Assumed Liabilities

Effective as of the Closing, the Company shall assume and agree to pay, perform, and discharge when due all liabilities and obligations of Contributor relating to or arising from the Contributed Assets from and after the Closing Date (collectively, the "Assumed Liabilities"), including, without limitation, (a) all obligations of Contributor under the Land Leases arising from and after the Closing Date, including all rental payments, maintenance obligations, and compliance obligations, (b) all obligations under the Interconnection Agreements arising from and after the Closing Date, including interconnection fees, network upgrade costs, and milestone obligations, (c) all obligations under the Power Purchase Agreements arising from and after the Closing Date, (d) all obligations under the Material Contracts arising from and after the Closing Date, and (e) all obligations under the Project Permits arising from and after the Closing Date, including all reporting, monitoring, and compliance obligations.

Section 2.5 — Excluded Liabilities

Notwithstanding any other provision of this Agreement, the Company shall not assume, and Contributor shall remain solely responsible for and shall pay, perform, and discharge when due, any and all liabilities and obligations of Contributor (a) arising prior to the Closing Date, (b) not related to the Contributed Assets, or (c) arising from any act, omission, event, condition, or circumstance occurring or existing prior to the Closing Date with respect to the Contributed Assets, in each case whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities include (i) all liabilities for Taxes of Contributor or relating to the Contributed Assets for any taxable period (or portion thereof) ending on or before the Closing Date, (ii) all liabilities arising from any breach by Contributor of any Land Lease, Interconnection Agreement, PPA, or Material Contract occurring prior to the Closing Date, (iii) all liabilities relating to any Environmental Claim or remediation obligation arising from conditions existing at any Project Site prior to the Closing Date, and (iv) all liabilities arising from any litigation, proceeding, or investigation pending or threatened against Contributor prior to the Closing Date that relates to the Contributed Assets.

ARTICLE III — CLOSING

Section 3.1 — Closing

The closing of the Contribution and the other transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the closing of the transactions contemplated by the LLC Agreement on the date on which all conditions to the obligations of the Parties to consummate the Closing set forth in Article IV have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 1000 Louisiana Street, Suite 5500, Houston, Texas 77002, or at such other place or by remote exchange of documents and signatures as the Parties may mutually agree in writing. For the avoidance of doubt, the Signing Date is December 4, 2023, and the actual Closing Date was February 20, 2024.

Section 3.2 — Contributor's Closing Deliverables

At or prior to the Closing, Contributor shall deliver or cause to be delivered to the Company the following:

(a) Assignment and Assumption Agreements (Land Leases). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit A, for each of the Land Leases listed on Schedule B, assigning Contributor's right, title, and interest in and to each Land Lease to the Company and providing for the Company's assumption of all obligations of Contributor thereunder arising from and after the Closing Date;

(b) Assignment and Assumption Agreements (Interconnection Agreements). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B, for each of the Interconnection Agreements listed on Schedule D;

(c) Assignment and Assumption Agreements (PPAs). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B, for each of the Power Purchase Agreements listed on Schedule D;

(d) Assignment and Assumption Agreements (Material Contracts). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B, for each of the other Material Contracts listed on Schedule D (to the extent not covered by clauses (b) and (c) above);

(e) Bills of Sale. Duly executed bills of sale and assignment instruments, substantially in the form attached hereto as Exhibit C, conveying and transferring to the Company all of Contributor's right, title, and interest in and to all other Project Assets not otherwise conveyed pursuant to the foregoing instruments;

(f) Officer's Certificate. A certificate of Contributor, substantially in the form attached hereto as Exhibit D, executed by Margaret Calloway, Chief Executive Officer of Contributor, dated as of the Closing Date, certifying that (i) the representations and warranties of Contributor set forth in Article V are true and correct in all material respects as of the Signing Date and as of the Closing Date (or, to the extent any such representation or warranty is made as of a specific date, as of such specific date), (ii) Contributor has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Contributor prior to or at the Closing, and (iii) all conditions to the obligations of the Company set forth in Section 4.2 have been satisfied;

(g) Secretary's Certificate. A certificate of the Corporate Secretary of Contributor, dated as of the Closing Date, certifying (i) the certificate of incorporation of Contributor (as amended to date), (ii) the bylaws of Contributor (as amended to date), (iii) resolutions of the board of directors of Contributor authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and (iv) the incumbency and specimen signatures of the officers of Contributor executing this Agreement and the other documents delivered in connection herewith;

(h) Certificate of Good Standing. A certificate of good standing of Contributor issued by the Secretary of State of the State of Texas (TX SOS File Number 0801647392), dated not earlier than ten (10) Business Days prior to the Closing Date;

(i) Title Commitments and Surveys. Title commitments issued by Meridian Land Title Company for each Project Site, together with current ALTA/NSPS surveys for each Project Site, in each case satisfactory to the Company and its counsel in their reasonable discretion, reflecting no material title defects or encumbrances other than Permitted Liens;

(j) Environmental Site Assessments. Phase I and Phase II environmental site assessments, prepared by TerraNova Environmental Sciences Inc. (Dr. Sharon Kessler, Senior Project Manager), for all Project Sites, in each case in form and substance satisfactory to the Company and its counsel in their reasonable discretion, and disclosing no material recognized environmental conditions at the Project Sites;

(k) Project Permits. True and complete copies of all Project Permits for each Project, including the conditional use permit for the Brazos Point project (Wharton County, Texas) received on January 10, 2024, together with evidence that all such Project Permits are in full force and effect as of the Closing Date;

(l) Third-Party Consents. Evidence, in form and substance reasonably satisfactory to the Company, that all consents, waivers, and approvals from counterparties under Material Contracts required in connection with the Contribution have been obtained, including all consents listed on Schedule E;

(m) Cascadia Consent. Written consent of Cascadia Growth Equity Fund III, L.P. (Owen Charbonneau, Managing Director) to the Contribution, obtained on November 20, 2023, in form and substance satisfactory to the Company;

(n) Tax Certification. A duly executed IRS Form W-9 (or applicable tax certification) of Contributor, certifying Contributor's taxpayer identification number and that Contributor is not subject to backup withholding; and

(o) Other Documents. Such other documents, instruments, and certificates as the Company may reasonably request to effectuate and consummate the transactions contemplated by this Agreement.

Section 3.3 — Company's Closing Deliverables

At or prior to the Closing, the Company shall deliver or cause to be delivered to Contributor the following:

(a) Executed Counterpart. A duly executed counterpart of this Agreement;

(b) Assumption Agreements. Duly executed counterparts of each of the assignment and assumption agreements delivered by Contributor pursuant to Section 3.2(a) through Section 3.2(d), evidencing the Company's assumption of the Assumed Liabilities;

(c) Officer's Certificate. A certificate of the Company, executed by an authorized representative of the Company, dated as of the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Article VI are true and correct in all material respects as of the Signing Date and as of the Closing Date, (ii) the Company has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Company prior to or at the Closing, and (iii) all conditions to the obligations of Contributor set forth in Section 4.3 have been satisfied;

(d) Evidence of Formation. Evidence of the filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware (DE SOS File Number 7849312, filed February 19, 2024), together with a certificate of good standing or certificate of status of the Company issued by the Secretary of State of the State of Delaware; and

(e) Other Documents. Such other documents, instruments, and certificates as Contributor may reasonably request to effectuate and consummate the transactions contemplated by this Agreement.

ARTICLE IV — CONDITIONS TO CLOSING

Section 4.1 — Conditions to Obligations of Each Party

The respective obligations of Contributor and the Company to consummate the Closing are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) on or prior to the Closing Date of each of the following conditions:

(a) No Injunction. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Applicable Law, order, decree, ruling, injunction (whether temporary, preliminary, or permanent), or other legal restraint or prohibition that is in effect and that has the effect of making the Contribution illegal or otherwise prohibiting the consummation of the Contribution or the other transactions contemplated by this Agreement.

(b) HSR Act. All applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Contribution and the other transactions contemplated by this Agreement shall have expired or been terminated. For the avoidance of doubt, the HSR Act filing was submitted on October 18, 2023, and early termination of the applicable waiting period was granted by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on November 8, 2023 (HSR Transaction Number 20231018-CBR-LRI).

(c) LLC Agreement. The LLC Agreement shall have been duly executed and delivered by both Contributor and Lumen Ridge, and shall be in full force and effect.

(d) LLC Agreement Closing. All conditions to the closing of the transactions contemplated by the LLC Agreement shall have been satisfied or waived in accordance with the terms thereof, and the closing under the LLC Agreement shall be occurring simultaneously with the Closing.

Section 4.2 — Conditions to Obligations of the Company

The obligation of the Company to consummate the Closing is subject to the satisfaction or waiver by the Company on or prior to the Closing Date of each of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of Contributor set forth in Article V shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty shall be true and correct as of such specific date).

(b) Performance of Covenants. Contributor shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Contributor under this Agreement prior to or at the Closing.

(c) No Material Adverse Effect. Since the Signing Date, no Material Adverse Effect shall have occurred or be continuing as of the Closing Date.

(d) Contributor's Closing Deliverables. Contributor shall have delivered or caused to be delivered to the Company all of the deliverables required to be delivered by Contributor at the Closing pursuant to Section 3.2.

(e) Project Permits. All material Project Permits for each Project shall have been duly obtained and shall be in full force and effect as of the Closing Date, and no such Project Permit shall have been revoked, suspended, or materially modified or be subject to any pending or, to Contributor's Knowledge, threatened proceeding for revocation, suspension, or material modification. Without limiting the generality of the foregoing, the conditional use permit for the Brazos Point project in Wharton County, Texas, which was the final outstanding material Project Permit as of the Signing Date, shall have been obtained (such permit having been received on January 10, 2024).

(f) Title. Title to each Project Site, as reflected in the title commitments issued by Meridian Land Title Company and the surveys delivered pursuant to Section 3.2(i), shall be satisfactory to the Company, free and clear of all Liens other than Permitted Liens, and no material title defects or encumbrances (other than Permitted Liens) shall exist with respect to any Project Site.

(g) Environmental Assessments. The Phase I and Phase II environmental site assessments prepared by TerraNova Environmental Sciences Inc. and delivered pursuant to Section 3.2(j) shall disclose no material recognized environmental conditions at any of the Project Sites.

(h) Cascadia Consent. The written consent of Cascadia Growth Equity Fund III, L.P. to the Contribution shall have been obtained in form and substance satisfactory to the Company.

Section 4.3 — Conditions to Obligations of Contributor

The obligation of Contributor to consummate the Closing is subject to the satisfaction or waiver by Contributor on or prior to the Closing Date of each of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Company set forth in Article VI shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality, in all respects) as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date.

(b) Performance of Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Company under this Agreement prior to or at the Closing.

(c) Company's Closing Deliverables. The Company shall have delivered or caused to be delivered to Contributor all of the deliverables required to be delivered by the Company at the Closing pursuant to Section 3.3.

(d) Certificate of Formation. The Certificate of Formation of the Company shall have been duly filed with and accepted by the Secretary of State of the State of Delaware, and the Company shall have been duly formed as a Delaware limited liability company.

(e) Escrow. The Escrow Agreement shall be in full force and effect, and all closing funds, including Contributor's Sixty Million Dollar ($60,000,000) cash contribution and Lumen Ridge's One Hundred Fifty Million Dollar ($150,000,000) cash contribution, shall have been deposited with Continental Fiduciary Trust Company in escrow account CFT-2024-00847 in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall be prepared to release such funds upon satisfaction or waiver of all closing conditions.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR

Contributor hereby represents and warrants to the Company as of the Signing Date and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty is made only as of such specific date) as follows:

Section 5.1 — Organization and Good Standing

Contributor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. Contributor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted. Contributor is duly qualified or registered to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned, leased, or operated by it or the nature of the business conducted by it makes such qualification or registration necessary, including the States of Texas, New Mexico, and Arizona, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.2 — Authority; Enforceability

Contributor has all requisite corporate power and authority to execute, deliver, and perform this Agreement and each of the other agreements, instruments, and documents to be executed and delivered by Contributor in connection herewith, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Contributor, including approval by the board of directors of Contributor, and no additional corporate proceedings on the part of Contributor are necessary to authorize the execution, delivery, and performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Contributor and constitutes a legal, valid, and binding obligation of Contributor, enforceable against Contributor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Applicable Laws relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).

Section 5.3 — No Conflicts

The execution, delivery, and performance by Contributor of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws of Contributor, as currently in effect, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, modification, cancellation, or acceleration under, any Applicable Law or any material contract, agreement, lease, license, instrument, note, bond, mortgage, or indenture to which Contributor is a party or by which any of the Contributed Assets may be bound or affected, (c) result in the creation or imposition of any Lien on any of the Contributed Assets (other than Permitted Liens), or (d) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority or other Person, except (i) the filings, consents, and approvals set forth in Section 5.4 and (ii) any such violation, conflict, breach, default, termination, acceleration, creation of Lien, or requirement that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or that would not prevent or materially impair or delay the Contribution.

Section 5.4 — Consents and Approvals

No consent, approval, authorization, order, registration, declaration, or filing with or notice to any Governmental Authority or third party is required to be obtained or made by or with respect to Contributor in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) the pre-merger notification filing under the HSR Act (which filing was submitted on October 18, 2023, and for which early termination was granted by the Federal Trade Commission on November 8, 2023), (b) the written consent of Cascadia Growth Equity Fund III, L.P. (Owen Charbonneau, Managing Director), as required under the terms of that certain Stockholders' Agreement of Calloway-Briggs Renewables Inc. dated September 12, 2019 (which consent was obtained on November 20, 2023), and (c) the third-party consents from counterparties under certain Material Contracts, as set forth on Schedule E.

Section 5.5 — Title to Contributed Assets

Contributor is the sole legal and beneficial owner of the Contributed Assets, and Contributor has good and valid title to (or, in the case of leased assets, valid leasehold interests in) all of the Contributed Assets, in each case free and clear of all Liens other than Permitted Liens. Upon consummation of the Contribution in accordance with the terms of this Agreement, the Company will acquire good and valid title to (or, in the case of leased assets, valid leasehold interests in) all of the Contributed Assets, free and clear of all Liens other than Permitted Liens. No Person other than Contributor has any right, title, interest, or claim in or to the Contributed Assets, other than pursuant to the Permitted Liens. Contributor has not previously assigned, transferred, conveyed, or encumbered any of the Contributed Assets, except as disclosed on Schedule F (Permitted Liens).

Section 5.6 — Project Portfolio Description

(a) Schedule A accurately and completely describes each of the eight (8) Projects comprising the Project Portfolio, including the project name, location (county and state), nameplate DC capacity, acreage under Land Leases, type of land control, and development status of each Project as of the Signing Date.

(b) The aggregate nameplate DC capacity of the Project Portfolio is approximately one thousand two hundred megawatts (1,200 MW).

(c) The aggregate acreage under the Land Leases for all Projects is approximately fourteen thousand three hundred forty (14,340) acres.

(d) The information set forth in Schedule A is true, complete, and correct in all material respects as of the Signing Date, and no material changes have occurred with respect to the matters described therein since the date of preparation of Schedule A, except as disclosed in writing to the Company.

Section 5.7 — Land Leases and Real Property

(a) Schedule B sets forth a true, complete, and correct list of all Land Leases relating to the Project Sites, including the identity of the lessor, the lessee, the date of execution, the primary term, all renewal and extension options, the rental amounts, the acreage covered, the legal description (by reference), and recording information for each Land Lease.

(b) Each Land Lease is in full force and effect and has not been amended, modified, or supplemented except as set forth on Schedule B, and each Land Lease constitutes a legal, valid, and binding obligation of the parties thereto, enforceable in accordance with its terms, subject to customary enforceability exceptions.

(c) Contributor is not in material default under any Land Lease, and, to Contributor's Knowledge, no other party to any Land Lease is in material default thereunder. No event has occurred that, with the giving of notice or the lapse of time or both, would constitute a material default by Contributor or, to Contributor's Knowledge, any other party under any Land Lease.

(d) The Land Leases provide Contributor (and, following the Closing, the Company) with adequate land control and access rights for the development, construction, operation, and maintenance of each Project in accordance with its current development plans and timeline.

(e) The title commitments obtained from Meridian Land Title Company for each Project Site reflect no material title defects or encumbrances other than Permitted Liens, and the surveys delivered for each Project Site do not reflect any material encroachments, boundary disputes, or survey defects.

(f) With respect to the Sangre del Sol I project (approximately 1,800 acres in Doña Ana County, New Mexico) and the Sangre del Sol II project (approximately 1,320 acres in Doña Ana County, New Mexico), the BLM leases and right-of-way grants for such Projects are in full force and effect and have been duly issued by the BLM in accordance with all applicable federal regulations, including the Federal Land Policy and Management Act, the BLM Solar Energy Program, and all applicable environmental review requirements under NEPA. Contributor is in compliance with all terms, conditions, and stipulations of such BLM leases, including all rental payment obligations, bonding requirements, and environmental mitigation measures. To Contributor's Knowledge, no action has been taken or is threatened by the BLM or any other Governmental Authority to suspend, revoke, terminate, or materially modify any such BLM lease.

Section 5.8 — Environmental Matters

(a) The Projects and the Project Sites are in compliance in all material respects with all applicable Environmental Laws, and Contributor has not received any written notice of any violation of, or non-compliance with, any Environmental Law relating to the Projects or the Project Sites.

(b) Contributor has obtained or has duly filed applications for all Environmental Permits required for the development and construction of the Projects in accordance with their current development plans and timelines. All Environmental Permits that have been obtained are in full force and effect, and Contributor is in compliance in all material respects with the terms and conditions thereof.

(c) All eight (8) Projects have received, or are in process for, applicable NEPA categorical exclusions and all state-level environmental permits required under the laws of the States of Texas, New Mexico, and Arizona, as applicable. No Project requires the preparation of an environmental impact statement or environmental assessment under NEPA.

(d) Phase I and Phase II environmental site assessments have been prepared by TerraNova Environmental Sciences Inc. (Dr. Sharon Kessler, Senior Project Manager) for all Project Sites in accordance with ASTM Standard Practice E 1527-21 (Phase I) and ASTM Standard Practice E 1903-19 (Phase II), as applicable, and copies of all such assessments have been delivered to the Company. Such assessments do not identify any material recognized environmental conditions (as such term is defined in ASTM Standard Practice E 1527-21) at any of the Project Sites.

(e) There are no Environmental Claims pending or, to Contributor's Knowledge, threatened against Contributor or any Project with respect to the Projects or the Project Sites, and Contributor has not received any written notice of any Environmental Claim relating to the Projects or the Project Sites.

(f) Neither Contributor nor any Project has been the subject of any environmental investigation, remediation, or enforcement action by any Governmental Authority, and there are no environmental remediation obligations, consent orders, or similar agreements relating to the Projects or the Project Sites.

Section 5.9 — Project Permits

(a) Schedule C sets forth a true, complete, and correct list of all material Project Permits for each of the Projects, including the issuing Governmental Authority, permit number, date of issuance, expiration date (if applicable), and any material conditions or restrictions.

(b) All material Project Permits are in full force and effect, and Contributor is not in material default under any Project Permit and has not received any written notice of any material default or violation under any Project Permit.

(c) As of the Signing Date, seven (7) of the eight (8) Projects are fully permitted with all material Project Permits in hand. The Brazos Point project, located in Wharton County, Texas, with a nameplate capacity of 120 MW DC and approximately 1,440 acres, has a pending conditional use permit application with the Wharton County Commissioners Court. For the avoidance of doubt, such permit was duly received on January 10, 2024, prior to the Closing Date.

(d) No material Project Permit has been revoked, suspended, or materially modified since the date of its issuance, and no proceeding for the revocation, suspension, or material modification of any material Project Permit is pending or, to Contributor's Knowledge, threatened by

CONTRIBUTION AGREEMENT
by and between
CALLOWAY-BRIGGS RENEWABLES INC.
and
SOLSTICE PLATEAU ENERGY HOLDINGS LLC
Dated as of December 4, 2023
Contribution of Project Portfolio Eight Utility-Scale Solar Development Projects Aggregate Nameplate Capacity: ~1,200 MW DC
Agreed Contribution Value: $90,000,000
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of December 4, 2023 (the "Signing Date"), by and between:
(1) CALLOWAY-BRIGGS RENEWABLES INC., a Texas corporation ("Contributor"), with principal offices located at 2300 Travis Street, Suite 4200, Houston, Texas 77006 (EIN: 46-2837451; Texas Secretary of State File Number 0801647392); and
(2) SOLSTICE PLATEAU ENERGY HOLDINGS LLC, a Delaware limited liability company (the "Company" or "Solstice Plateau"), with its registered office located c/o Peachtree Corporate Services, Inc., 1209 Orange Street, Suite 300, Wilmington, Delaware 19801, and its principal business office located at 2300 Travis Street, Suite 4210, Houston, Texas 77006 (EIN: 93-4158203; Delaware Secretary of State File Number 7849312).
Contributor and the Company are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Company is a Delaware limited liability company formed for the purpose of developing, constructing, financing, owning, and operating utility-scale solar energy projects in the United States, and the Company is governed by that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (as the same may be amended, supplemented, or otherwise modified from time to time, the "LLC Agreement"), by and between Contributor and Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), with principal offices at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901 (EIN: 83-1924076);
B. Contributor is one of the largest privately held independent solar energy developers in the southern United States, with approximately 3.8 gigawatts ("GW") of solar energy projects in various stages of development and operation across the States of Texas, New Mexico, Arizona, and Nevada, and Contributor possesses significant expertise in the origination, development, permitting, construction, and management of utility-scale solar generating facilities;
C. Pursuant to the LLC Agreement, the total aggregate equity commitment to the Company is Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) committed by Contributor and One Hundred Fifty Million Dollars ($150,000,000) committed by Lumen Ridge, with each Party holding a fifty percent (50%) membership interest in the Company;
D. Contributor's initial capital contribution to the Company consists of (i) Sixty Million Dollars ($60,000,000) in cash and (ii) the contribution of the Project Portfolio (as defined herein) at an agreed valuation of Ninety Million Dollars ($90,000,000), for an aggregate initial capital contribution by Contributor of One Hundred Fifty Million Dollars ($150,000,000);
E. The agreed valuation of the Project Portfolio at Ninety Million Dollars ($90,000,000) is based upon a fairness analysis delivered by Ridgeline Barrow & Co., an independent financial advisory firm, dated November 15, 2023 (the "Fairness Analysis"), which valued the Project Portfolio in the range of Eighty-Seven Million Dollars ($87,000,000) to Ninety-Six Million Dollars ($96,000,000), and the Parties have agreed upon the midpoint of Ninety Million Dollars ($90,000,000) as the appropriate valuation for purposes of the Contribution;
F. The Project Portfolio consists of eight (8) utility-scale solar development projects with aggregate nameplate direct current ("DC") capacity of approximately one thousand two hundred megawatts (1,200 MW) located in the States of Texas, New Mexico, and Arizona, as more particularly described in Schedule A attached hereto and incorporated herein by reference; and
G. Contributor desires to contribute, assign, transfer, convey, and deliver to the Company all of Contributor's right, title, and interest in and to the Project Portfolio, and the Company desires to accept such contribution, in each case on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants, representations, warranties, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreed Value" means Ninety Million Dollars ($90,000,000), being the agreed fair market value of the Project Portfolio as determined pursuant to Section 2.2 of this Agreement.
"Agreement" has the meaning set forth in the preamble to this Agreement.
"Applicable Law" means, with respect to any Person, any federal, state, local, municipal, or foreign statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or other requirement or rule of law enacted, promulgated, issued, or entered by a Governmental Authority applicable to or binding upon such Person or any of its property, assets, officers, directors, employees, consultants, or agents.
"Assumed Liabilities" has the meaning set forth in Section 2.4 of this Agreement.
"BLM" means the Bureau of Land Management, an agency within the United States Department of the Interior.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banking institutions in Houston, Texas or Wilmington, Delaware are authorized or required by Applicable Law to be closed.
"Closing" has the meaning set forth in Section 3.1 of this Agreement.
"Closing Date" means the date on which the Closing occurs, which is expected to occur simultaneously with the closing of the transactions contemplated by the LLC Agreement.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to any section of the Code shall include any corresponding provision or provisions of any succeeding law.
"Company" has the meaning set forth in the preamble to this Agreement.
"Contributed Assets" means all of Contributor's right, title, and interest in and to the Project Portfolio, including all Project Assets associated therewith, as more particularly described herein and in Schedule A.
"Contribution" means the contribution, assignment, transfer, conveyance, and delivery by Contributor to the Company of all of Contributor's right, title, and interest in and to the Contributed Assets on the terms and subject to the conditions set forth in this Agreement.
"Contributor" has the meaning set forth in the preamble to this Agreement.
"Development and Construction Management Agreement" means that certain Development and Construction Management Agreement, dated as of December 4, 2023, by and between the Company and Contributor, pursuant to which Contributor will provide development and construction management services to the Company with respect to the Projects on the terms and conditions set forth therein.
"Environmental Claims" means any and all administrative, regulatory, or judicial actions, suits, demands, demand letters, claims, liens, fines, penalties, assessments, notices of noncompliance or violation, investigations, proceedings, consent orders, consent agreements, or similar actions by or from any Governmental Authority or other Person arising under or relating to any Environmental Law or any Environmental Permit, including any claim by any Person seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive relief resulting from the actual or alleged presence, release, or threatened release of Hazardous Materials or arising from the alleged violation of any Environmental Law.
"Environmental Laws" means any and all Applicable Laws relating to pollution, protection of the environment, natural resources, or human health and safety (as it relates to exposure to Hazardous Materials), including the National Environmental Policy Act ("NEPA"), 42 U.S.C. §§ 4321 et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act (commonly known as the "Clean Water Act"), 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 et seq.; and all applicable state environmental statutes, regulations, rules, and ordinances, including the Texas Solid Waste Disposal Act, the New Mexico Environmental Improvement Act, and the Arizona Environmental Quality Act.
"Environmental Permits" means all permits, licenses, registrations, approvals, consents, authorizations, exemptions, certifications, and other governmental approvals required under any Environmental Law for the development, construction, operation, and maintenance of the Projects on the Project Sites.
"Escrow Agent" means Continental Fiduciary Trust Company, with offices at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801.
"Escrow Agreement" means that certain Escrow Agreement, dated as of December 4, 2023, among Contributor, Lumen Ridge, and the Escrow Agent, pursuant to which certain closing funds are to be deposited in escrow pending the Closing (escrow account reference CFT-2024-00847).
"Excluded Liabilities" has the meaning set forth in Section 2.5 of this Agreement.
"FERC" means the Federal Energy Regulatory Commission, or any successor agency thereto.
"Governmental Authority" means any federal, state, local, municipal, tribal, foreign, or other government, or governmental, regulatory, or administrative agency, authority, body, commission, department, board, bureau, instrumentality, or political subdivision thereof, or any court, tribunal, or arbitral body of competent jurisdiction, including any public utility commission or similar regulatory body, FERC, the BLM, the United States Environmental Protection Agency, and any state environmental agency.
"Hazardous Materials" means any substance, material, or waste that is regulated, classified, or otherwise characterized as hazardous, toxic, radioactive, or as a pollutant or contaminant under any Environmental Law, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, and radon gas.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder by the Federal Trade Commission.
"Interconnection Agreements" means the interconnection agreements entered into by Contributor (or a Project-level subsidiary) with the applicable utility or independent system operator for each Project, providing for the interconnection of each Project's generating facilities to the applicable electric transmission or distribution system, as more particularly described in Schedule D.
"ITC" means the investment tax credit available under Section 48 of the Code, as may be modified, amended, or extended by the Inflation Reduction Act of 2022, Pub. L. 117-169, and any applicable Treasury Regulations promulgated thereunder.
"Knowledge of Contributor" or "Contributor's Knowledge" means the actual knowledge, after due inquiry of the individuals who would reasonably be expected to have knowledge of the applicable matter by virtue of their respective roles and responsibilities, of the following individuals: Margaret Calloway (Co-Founder, Chairwoman & Chief Executive Officer), Thomas R. Briggs (Co-Founder & President), Priya Narayanan (Chief Operating Officer), Daniel Estrada (Senior Vice President, Project Development), and Rebecca Whitfield (General Counsel & Corporate Secretary).
"Land Leases" means the ground leases, subleases, land use agreements, and BLM leases and right-of-way grants relating to the Project Sites, pursuant to which Contributor holds the right to use and occupy the real property for the development, construction, operation, and maintenance of the Projects, as listed and described in Schedule B.
"Lien" means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, encumbrance, claim, option, right of first refusal, right of first offer, preemptive right, charge, restriction on transfer, conditional sale or other title retention agreement, easement, right-of-way, encroachment, defect in title, or other similar restriction or limitation of any kind or nature whatsoever.
"LLC Agreement" has the meaning set forth in Recital A.
"Losses" means any and all losses, liabilities, damages, claims, demands, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation), whether or not involving a third-party claim.
"Lumen Ridge" means Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company, with principal offices at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901 (EIN: 83-1924076).
"Material Adverse Effect" means any event, occurrence, fact, condition, change, development, or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to (a) the business, assets, properties, condition (financial or otherwise), results of operations, or prospects of the Project Portfolio, taken as a whole, or (b) the ability of Contributor to consummate the Contribution and the other transactions contemplated by this Agreement; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute or be taken into account in determining whether a Material Adverse Effect has occurred: (i) changes in general economic, business, financial, or market conditions (including changes in prevailing interest rates, exchange rates, commodity prices, credit markets, or capital markets); (ii) changes in conditions generally affecting the solar energy or renewable energy industry; (iii) changes in or enactment of any Applicable Law or GAAP or any applicable accounting standards; (iv) any natural disaster, pandemic, epidemic, act of God, weather event (including droughts, storms, hurricanes, and tornadoes), or force majeure event; (v) any act of war, armed hostilities, sabotage, terrorism, cyberattack, or national emergency (whether or not declared); (vi) changes in electricity wholesale prices or ancillary services prices; or (vii) any failure by Contributor to meet any internal or published projections, forecasts, budgets, or estimates (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred), in each case of clauses (i) through (vi), except to the extent that such event, occurrence, fact, condition, change, development, or effect disproportionately affects the Project Portfolio relative to other participants in the solar energy development industry operating in the same geographic areas.
"Material Contracts" means the contracts, agreements, and instruments listed on Schedule D, including all Power Purchase Agreements, Interconnection Agreements, EPC-related agreements, development agreements, equipment supply agreements, and other agreements material to the development, construction, ownership, financing, or operation of the Projects.
"NEPA" means the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq., and the regulations of the Council on Environmental Quality promulgated thereunder at 40 C.F.R. Parts 1500-1508.
"Outside Date" has the meaning set forth in Section 9.1(b) of this Agreement.
"Party" and "Parties" have the meanings set forth in the preamble to this Agreement.
"Permitted Liens" means the Liens set forth on Schedule F, including (a) Liens for real property taxes, assessments, and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings; (b) mechanics', materialmen's, carriers', workers', repairers', and other similar Liens arising or incurred in the ordinary course of business for amounts not yet due and payable; (c) zoning, building codes, and other land use restrictions that do not materially impair the use of the applicable Project Site for the development, construction, and operation of the applicable Project; (d) utility easements, rights-of-way, and similar encumbrances of record that do not materially interfere with the use or development of the applicable Project Site; (e) standard restrictions and conditions contained in BLM leases and right-of-way grants; (f) Liens arising under or in connection with the Escrow Agreement; and (g) Liens to be incurred in connection with the project-level credit facility with Trident National Bank, N.A.
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, trust, unincorporated organization, Governmental Authority, or any other entity or organization.
"Power Purchase Agreements" or "PPAs" means the power purchase agreements entered into by Contributor (or a Project-level subsidiary) for the sale of electric energy, capacity, and ancillary services generated by the Projects, as listed and described in Schedule D.
"Project" or "Projects" means, individually, each of the eight (8) utility-scale solar development projects identified and described in Schedule A, or, collectively, all eight (8) of such projects.
"Project Assets" means all tangible and intangible assets, rights, properties, and interests associated with the Projects, including (a) all Land Leases and leasehold interests in the Project Sites, (b) all Environmental Permits and Project Permits, (c) all Interconnection Agreements, (d) all Power Purchase Agreements, (e) all Material Contracts, (f) all development rights, studies, surveys, analyses, reports, plans, designs, drawings, and specifications relating to the Projects, (g) all intellectual property owned by Contributor and used exclusively in connection with the Projects, (h) all data, records, files, books, manuals, and other information relating to the Projects, (i) all deposits, prepaid expenses, and advance payments relating to the Projects, (j) all claims, causes of action, and rights of recovery relating to the Projects, and (k) all goodwill associated with the foregoing.
"Project Portfolio" means all eight (8) Projects, collectively, together with all associated Project Assets, as more particularly described in Schedule A.
"Project Permits" means all permits, licenses, approvals, registrations, certificates, authorizations, consents, franchises, variances, exemptions, and orders issued or granted by any Governmental Authority that are necessary or required for the lawful development, construction, ownership, operation, and maintenance of the Projects, including all Environmental Permits, building permits, electrical permits, conditional use permits, special use permits, and any other permits listed on Schedule C.
"Project Sites" means the real property parcels on which the Projects are or will be located, together with all rights and appurtenances thereto, as more particularly described in Schedule B.
"PURPA" means the Public Utility Regulatory Policies Act of 1978, 16 U.S.C. §§ 2601 et seq., as amended, and the rules and regulations promulgated thereunder by FERC.
"Signing Date" means December 4, 2023, the date first set forth in the preamble to this Agreement.
"Tax" or "Taxes" means any and all federal, state, local, or foreign taxes, levies, imposts, duties, fees, assessments, and charges of any kind whatsoever (including income, franchise, gross receipts, property, ad valorem, sales, use, excise, transfer, stamp, documentary, value added, employment, payroll, social security, unemployment, disability, withholding, and estimated taxes), together with any interest, penalties, additions to tax, or additional amounts imposed with respect thereto by any Governmental Authority.
"Tax Basis" means Contributor's adjusted tax basis in the Contributed Assets, which is approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000) as of the Closing Date, as determined in accordance with the Code and applicable Treasury Regulations.
"Tax Protection Agreement" means that certain Tax Protection Agreement, dated as of December 4, 2023, by and between the Company and Contributor, pursuant to which the Company has agreed to provide Contributor with certain protections against the recognition of gain resulting from the built-in gain in the Contributed Assets for a period of seven (7) years following the Closing Date.
"Tax Returns" means any and all returns, reports, information returns, declarations, claims for refund, or statements relating to Taxes that are filed or required to be filed with a Governmental Authority, including any schedule or attachment thereto and any amendment thereof.
"Title Company" means Meridian Land Title Company, with offices at 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
"Treasury Regulations" means the United States Treasury Regulations promulgated under the Code.
Section 1.2 — Other Definitional Provisions
(a) Unless the context otherwise requires, (i) all references to "Sections," "Articles," "Schedules," and "Exhibits" are to the Sections, Articles, Schedules, and Exhibits of and to this Agreement, (ii) each term defined in this Agreement has the meaning assigned to it, (iii) "or" is disjunctive but not exclusive, (iv) words in the singular include the plural and vice versa, (v) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (vi) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision, (vii) all references to "$" or "Dollars" are to U.S. dollars, and (viii) the word "extent" in the phrase "to the extent" means the degree to which a subject or thing extends, and such phrase does not mean simply "if."
(b) The headings and captions of the various Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, or restrict any of the provisions of this Agreement.
(c) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
(d) The Schedules and Exhibits attached hereto are incorporated herein and shall be deemed a part of this Agreement as if fully set forth herein. Any capitalized terms used in any Schedule or Exhibit attached hereto but not otherwise defined therein shall have the meanings ascribed to such terms in this Agreement.
ARTICLE II — CONTRIBUTION AND ACCEPTANCE
Section 2.1 — Contribution of Project Portfolio
Subject to the terms and conditions of this Agreement, at the Closing, Contributor hereby agrees to contribute, assign, transfer, convey, and deliver to the Company, and the Company hereby agrees to accept from Contributor, all of Contributor's right, title, and interest in and to the Contributed Assets, free and clear of all Liens other than Permitted Liens. The Contribution shall include, without limitation, all of the Project Assets associated with each of the eight (8) Projects comprising the Project Portfolio, as more particularly described in Schedule A and Schedule D. The Contribution is being made in partial satisfaction of Contributor's initial capital contribution obligation under Section 3.1(a) of the LLC Agreement, which provides for an aggregate initial capital contribution by Contributor of One Hundred Fifty Million Dollars ($150,000,000), consisting of the in-kind Contribution valued at the Agreed Value and a cash contribution of Sixty Million Dollars ($60,000,000). Nothing in this Agreement shall limit, modify, or otherwise affect Contributor's obligation to fund the cash portion of its initial capital contribution to the Company.
Section 2.2 — Agreed Valuation
The Parties agree that the Contributed Assets have an agreed fair market value equal to the Agreed Value of Ninety Million Dollars ($90,000,000). The Agreed Value has been determined by the Parties based on the Fairness Analysis delivered by Ridgeline Barrow & Co., an independent financial advisory firm, dated November 15, 2023. The Fairness Analysis valued the Project Portfolio in the range of Eighty-Seven Million Dollars ($87,000,000) to Ninety-Six Million Dollars ($96,000,000), and the Parties have agreed upon the midpoint of such range as the appropriate valuation for the Contributed Assets. For purposes of the LLC Agreement, the Contribution of the Project Portfolio shall be credited as a capital contribution of Ninety Million Dollars ($90,000,000) to Contributor's capital account, and Contributor's initial capital account balance under the LLC Agreement shall reflect the aggregate of the Agreed Value and the Sixty Million Dollars ($60,000,000) cash contribution, totaling One Hundred Fifty Million Dollars ($150,000,000).
Section 2.3 — Tax Treatment
(a) Section 721 Treatment. The Parties intend that the Contribution be treated, for U.S. federal (and applicable state and local) income tax purposes, as a contribution of property by a partner to a partnership in exchange for a partnership interest under Section 721 of the Code, and that no gain or loss be recognized by either Party on account of the Contribution. Neither Party shall take any position on any Tax Return or in any Tax proceeding that is inconsistent with the foregoing treatment, unless otherwise required by a determination (within the meaning of Section 1313 of the Code) or by a change in Applicable Law. The Company shall be treated as a partnership for U.S. federal income tax purposes under Subchapter K of the Code.
(b) Tax Basis and Built-In Gain. Contributor's adjusted tax basis in the Contributed Assets is approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000). Accordingly, the built-in gain with respect to the Contributed Assets is approximately Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000), being the difference between the Agreed Value of Ninety Million Dollars ($90,000,000) and the Tax Basis of approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000). The Company shall take the Contributed Assets with a carryover tax basis equal to Contributor's adjusted tax basis therein pursuant to Section 723 of the Code.
(c) Section 704(c) Allocations. The built-in gain of approximately Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000) shall be allocated among the members of the Company in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, using the remedial allocation method described in Treasury Regulations Section 1.704-3(d), as set forth in Article IV of the LLC Agreement. The Parties acknowledge that the remedial allocation method will result in the allocation of the pre-contribution built-in gain to Contributor and corresponding remedial allocations to Lumen Ridge as required under the applicable Treasury Regulations.
(d) Investment Tax Credit. The ITC under Section 48 of the Code (as modified by the Inflation Reduction Act of 2022) with respect to the Projects shall be allocated fifty percent (50%) to Contributor and fifty percent (50%) to Lumen Ridge in accordance with the provisions of the LLC Agreement. The Parties shall cooperate in good faith to maximize the availability and value of the ITC with respect to each Project, including compliance with all applicable prevailing wage and apprenticeship requirements, domestic content requirements, and energy community bonus credit requirements set forth in the Inflation Reduction Act.
(e) Tax Protection Agreement. The Parties acknowledge and agree that, concurrently with the execution and delivery of this Agreement, the Company and Contributor have entered into the Tax Protection Agreement, which provides Contributor with a seven (7)-year tax protection against the recognition of the approximately Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000) of built-in gain in the Contributed Assets. Pursuant to the Tax Protection Agreement, the Company shall not, during the period commencing on the Closing Date and expiring on February 20, 2031 (the "Tax Protection Period"), sell, exchange, or otherwise dispose of any of the Contributed Assets in a transaction that would result in Contributor recognizing all or any portion of the built-in gain, unless the Company simultaneously makes a make-whole payment to Contributor in an amount sufficient to compensate Contributor for the Tax liability resulting from such recognition, calculated in accordance with the methodology set forth in the Tax Protection Agreement.
Section 2.4 — Assumed Liabilities
Effective as of the Closing, the Company shall assume and agree to pay, perform, and discharge when due all liabilities and obligations of Contributor relating to or arising from the Contributed Assets from and after the Closing Date (collectively, the "Assumed Liabilities"), including, without limitation, (a) all obligations of Contributor under the Land Leases arising from and after the Closing Date, including all rental payments, maintenance obligations, and compliance obligations, (b) all obligations under the Interconnection Agreements arising from and after the Closing Date, including interconnection fees, network upgrade costs, and milestone obligations, (c) all obligations under the Power Purchase Agreements arising from and after the Closing Date, (d) all obligations under the Material Contracts arising from and after the Closing Date, and (e) all obligations under the Project Permits arising from and after the Closing Date, including all reporting, monitoring, and compliance obligations.
Section 2.5 — Excluded Liabilities
Notwithstanding any other provision of this Agreement, the Company shall not assume, and Contributor shall remain solely responsible for and shall pay, perform, and discharge when due, any and all liabilities and obligations of Contributor (a) arising prior to the Closing Date, (b) not related to the Contributed Assets, or (c) arising from any act, omission, event, condition, or circumstance occurring or existing prior to the Closing Date with respect to the Contributed Assets, in each case whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities include (i) all liabilities for Taxes of Contributor or relating to the Contributed Assets for any taxable period (or portion thereof) ending on or before the Closing Date, (ii) all liabilities arising from any breach by Contributor of any Land Lease, Interconnection Agreement, PPA, or Material Contract occurring prior to the Closing Date, (iii) all liabilities relating to any Environmental Claim or remediation obligation arising from conditions existing at any Project Site prior to the Closing Date, and (iv) all liabilities arising from any litigation, proceeding, or investigation pending or threatened against Contributor prior to the Closing Date that relates to the Contributed Assets.
ARTICLE III — CLOSING
Section 3.1 — Closing
The closing of the Contribution and the other transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the closing of the transactions contemplated by the LLC Agreement on the date on which all conditions to the obligations of the Parties to consummate the Closing set forth in Article IV have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 1000 Louisiana Street, Suite 5500, Houston, Texas 77002, or at such other place or by remote exchange of documents and signatures as the Parties may mutually agree in writing. For the avoidance of doubt, the Signing Date is December 4, 2023, and the actual Closing Date was February 20, 2024.
Section 3.2 — Contributor's Closing Deliverables
At or prior to the Closing, Contributor shall deliver or cause to be delivered to the Company the following:
(a) Assignment and Assumption Agreements (Land Leases). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit A, for each of the Land Leases listed on Schedule B, assigning Contributor's right, title, and interest in and to each Land Lease to the Company and providing for the Company's assumption of all obligations of Contributor thereunder arising from and after the Closing Date;
(b) Assignment and Assumption Agreements (Interconnection Agreements). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B, for each of the Interconnection Agreements listed on Schedule D;
(c) Assignment and Assumption Agreements (PPAs). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B, for each of the Power Purchase Agreements listed on Schedule D;
(d) Assignment and Assumption Agreements (Material Contracts). Duly executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B, for each of the other Material Contracts listed on Schedule D (to the extent not covered by clauses (b) and (c) above);
(e) Bills of Sale. Duly executed bills of sale and assignment instruments, substantially in the form attached hereto as Exhibit C, conveying and transferring to the Company all of Contributor's right, title, and interest in and to all other Project Assets not otherwise conveyed pursuant to the foregoing instruments;
(f) Officer's Certificate. A certificate of Contributor, substantially in the form attached hereto as Exhibit D, executed by Margaret Calloway, Chief Executive Officer of Contributor, dated as of the Closing Date, certifying that (i) the representations and warranties of Contributor set forth in Article V are true and correct in all material respects as of the Signing Date and as of the Closing Date (or, to the extent any such representation or warranty is made as of a specific date, as of such specific date), (ii) Contributor has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Contributor prior to or at the Closing, and (iii) all conditions to the obligations of the Company set forth in Section 4.2 have been satisfied;
(g) Secretary's Certificate. A certificate of the Corporate Secretary of Contributor, dated as of the Closing Date, certifying (i) the certificate of incorporation of Contributor (as amended to date), (ii) the bylaws of Contributor (as amended to date), (iii) resolutions of the board of directors of Contributor authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and (iv) the incumbency and specimen signatures of the officers of Contributor executing this Agreement and the other documents delivered in connection herewith;
(h) Certificate of Good Standing. A certificate of good standing of Contributor issued by the Secretary of State of the State of Texas (TX SOS File Number 0801647392), dated not earlier than ten (10) Business Days prior to the Closing Date;
(i) Title Commitments and Surveys. Title commitments issued by Meridian Land Title Company for each Project Site, together with current ALTA/NSPS surveys for each Project Site, in each case satisfactory to the Company and its counsel in their reasonable discretion, reflecting no material title defects or encumbrances other than Permitted Liens;
(j) Environmental Site Assessments. Phase I and Phase II environmental site assessments, prepared by TerraNova Environmental Sciences Inc. (Dr. Sharon Kessler, Senior Project Manager), for all Project Sites, in each case in form and substance satisfactory to the Company and its counsel in their reasonable discretion, and disclosing no material recognized environmental conditions at the Project Sites;
(k) Project Permits. True and complete copies of all Project Permits for each Project, including the conditional use permit for the Brazos Point project (Wharton County, Texas) received on January 10, 2024, together with evidence that all such Project Permits are in full force and effect as of the Closing Date;
(l) Third-Party Consents. Evidence, in form and substance reasonably satisfactory to the Company, that all consents, waivers, and approvals from counterparties under Material Contracts required in connection with the Contribution have been obtained, including all consents listed on Schedule E;
(m) Cascadia Consent. Written consent of Cascadia Growth Equity Fund III, L.P. (Owen Charbonneau, Managing Director) to the Contribution, obtained on November 20, 2023, in form and substance satisfactory to the Company;
(n) Tax Certification. A duly executed IRS Form W-9 (or applicable tax certification) of Contributor, certifying Contributor's taxpayer identification number and that Contributor is not subject to backup withholding; and
(o) Other Documents. Such other documents, instruments, and certificates as the Company may reasonably request to effectuate and consummate the transactions contemplated by this Agreement.
Section 3.3 — Company's Closing Deliverables
At or prior to the Closing, the Company shall deliver or cause to be delivered to Contributor the following:
(a) Executed Counterpart. A duly executed counterpart of this Agreement;
(b) Assumption Agreements. Duly executed counterparts of each of the assignment and assumption agreements delivered by Contributor pursuant to Section 3.2(a) through Section 3.2(d), evidencing the Company's assumption of the Assumed Liabilities;
(c) Officer's Certificate. A certificate of the Company, executed by an authorized representative of the Company, dated as of the Closing Date, certifying that (i) the representations and warranties of the Company set forth in Article VI are true and correct in all material respects as of the Signing Date and as of the Closing Date, (ii) the Company has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Company prior to or at the Closing, and (iii) all conditions to the obligations of Contributor set forth in Section 4.3 have been satisfied;
(d) Evidence of Formation. Evidence of the filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware (DE SOS File Number 7849312, filed February 19, 2024), together with a certificate of good standing or certificate of status of the Company issued by the Secretary of State of the State of Delaware; and
(e) Other Documents. Such other documents, instruments, and certificates as Contributor may reasonably request to effectuate and consummate the transactions contemplated by this Agreement.
ARTICLE IV — CONDITIONS TO CLOSING
Section 4.1 — Conditions to Obligations of Each Party
The respective obligations of Contributor and the Company to consummate the Closing are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) on or prior to the Closing Date of each of the following conditions:
(a) No Injunction. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Applicable Law, order, decree, ruling, injunction (whether temporary, preliminary, or permanent), or other legal restraint or prohibition that is in effect and that has the effect of making the Contribution illegal or otherwise prohibiting the consummation of the Contribution or the other transactions contemplated by this Agreement.
(b) HSR Act. All applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Contribution and the other transactions contemplated by this Agreement shall have expired or been terminated. For the avoidance of doubt, the HSR Act filing was submitted on October 18, 2023, and early termination of the applicable waiting period was granted by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on November 8, 2023 (HSR Transaction Number 20231018-CBR-LRI).
(c) LLC Agreement. The LLC Agreement shall have been duly executed and delivered by both Contributor and Lumen Ridge, and shall be in full force and effect.
(d) LLC Agreement Closing. All conditions to the closing of the transactions contemplated by the LLC Agreement shall have been satisfied or waived in accordance with the terms thereof, and the closing under the LLC Agreement shall be occurring simultaneously with the Closing.
Section 4.2 — Conditions to Obligations of the Company
The obligation of the Company to consummate the Closing is subject to the satisfaction or waiver by the Company on or prior to the Closing Date of each of the following additional conditions:
(a) Representations and Warranties. The representations and warranties of Contributor set forth in Article V shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty shall be true and correct as of such specific date).
(b) Performance of Covenants. Contributor shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Contributor under this Agreement prior to or at the Closing.
(c) No Material Adverse Effect. Since the Signing Date, no Material Adverse Effect shall have occurred or be continuing as of the Closing Date.
(d) Contributor's Closing Deliverables. Contributor shall have delivered or caused to be delivered to the Company all of the deliverables required to be delivered by Contributor at the Closing pursuant to Section 3.2.
(e) Project Permits. All material Project Permits for each Project shall have been duly obtained and shall be in full force and effect as of the Closing Date, and no such Project Permit shall have been revoked, suspended, or materially modified or be subject to any pending or, to Contributor's Knowledge, threatened proceeding for revocation, suspension, or material modification. Without limiting the generality of the foregoing, the conditional use permit for the Brazos Point project in Wharton County, Texas, which was the final outstanding material Project Permit as of the Signing Date, shall have been obtained (such permit having been received on January 10, 2024).
(f) Title. Title to each Project Site, as reflected in the title commitments issued by Meridian Land Title Company and the surveys delivered pursuant to Section 3.2(i), shall be satisfactory to the Company, free and clear of all Liens other than Permitted Liens, and no material title defects or encumbrances (other than Permitted Liens) shall exist with respect to any Project Site.
(g) Environmental Assessments. The Phase I and Phase II environmental site assessments prepared by TerraNova Environmental Sciences Inc. and delivered pursuant to Section 3.2(j) shall disclose no material recognized environmental conditions at any of the Project Sites.
(h) Cascadia Consent. The written consent of Cascadia Growth Equity Fund III, L.P. to the Contribution shall have been obtained in form and substance satisfactory to the Company.
Section 4.3 — Conditions to Obligations of Contributor
The obligation of Contributor to consummate the Closing is subject to the satisfaction or waiver by Contributor on or prior to the Closing Date of each of the following additional conditions:
(a) Representations and Warranties. The representations and warranties of the Company set forth in Article VI shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality, in all respects) as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date.
(b) Performance of Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Company under this Agreement prior to or at the Closing.
(c) Company's Closing Deliverables. The Company shall have delivered or caused to be delivered to Contributor all of the deliverables required to be delivered by the Company at the Closing pursuant to Section 3.3.
(d) Certificate of Formation. The Certificate of Formation of the Company shall have been duly filed with and accepted by the Secretary of State of the State of Delaware, and the Company shall have been duly formed as a Delaware limited liability company.
(e) Escrow. The Escrow Agreement shall be in full force and effect, and all closing funds, including Contributor's Sixty Million Dollar ($60,000,000) cash contribution and Lumen Ridge's One Hundred Fifty Million Dollar ($150,000,000) cash contribution, shall have been deposited with Continental Fiduciary Trust Company in escrow account CFT-2024-00847 in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall be prepared to release such funds upon satisfaction or waiver of all closing conditions.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR
Contributor hereby represents and warrants to the Company as of the Signing Date and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty is made only as of such specific date) as follows:
Section 5.1 — Organization and Good Standing
Contributor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. Contributor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted. Contributor is duly qualified or registered to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned, leased, or operated by it or the nature of the business conducted by it makes such qualification or registration necessary, including the States of Texas, New Mexico, and Arizona, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 5.2 — Authority; Enforceability
Contributor has all requisite corporate power and authority to execute, deliver, and perform this Agreement and each of the other agreements, instruments, and documents to be executed and delivered by Contributor in connection herewith, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Contributor, including approval by the board of directors of Contributor, and no additional corporate proceedings on the part of Contributor are necessary to authorize the execution, delivery, and performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Contributor and constitutes a legal, valid, and binding obligation of Contributor, enforceable against Contributor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Applicable Laws relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).
Section 5.3 — No Conflicts
The execution, delivery, and performance by Contributor of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws of Contributor, as currently in effect, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, modification, cancellation, or acceleration under, any Applicable Law or any material contract, agreement, lease, license, instrument, note, bond, mortgage, or indenture to which Contributor is a party or by which any of the Contributed Assets may be bound or affected, (c) result in the creation or imposition of any Lien on any of the Contributed Assets (other than Permitted Liens), or (d) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority or other Person, except (i) the filings, consents, and approvals set forth in Section 5.4 and (ii) any such violation, conflict, breach, default, termination, acceleration, creation of Lien, or requirement that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or that would not prevent or materially impair or delay the Contribution.
Section 5.4 — Consents and Approvals
No consent, approval, authorization, order, registration, declaration, or filing with or notice to any Governmental Authority or third party is required to be obtained or made by or with respect to Contributor in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) the pre-merger notification filing under the HSR Act (which filing was submitted on October 18, 2023, and for which early termination was granted by the Federal Trade Commission on November 8, 2023), (b) the written consent of Cascadia Growth Equity Fund III, L.P. (Owen Charbonneau, Managing Director), as required under the terms of that certain Stockholders' Agreement of Calloway-Briggs Renewables Inc. dated September 12, 2019 (which consent was obtained on November 20, 2023), and (c) the third-party consents from counterparties under certain Material Contracts, as set forth on Schedule E.
Section 5.5 — Title to Contributed Assets
Contributor is the sole legal and beneficial owner of the Contributed Assets, and Contributor has good and valid title to (or, in the case of leased assets, valid leasehold interests in) all of the Contributed Assets, in each case free and clear of all Liens other than Permitted Liens. Upon consummation of the Contribution in accordance with the terms of this Agreement, the Company will acquire good and valid title to (or, in the case of leased assets, valid leasehold interests in) all of the Contributed Assets, free and clear of all Liens other than Permitted Liens. No Person other than Contributor has any right, title, interest, or claim in or to the Contributed Assets, other than pursuant to the Permitted Liens. Contributor has not previously assigned, transferred, conveyed, or encumbered any of the Contributed Assets, except as disclosed on Schedule F (Permitted Liens).
Section 5.6 — Project Portfolio Description
(a) Schedule A accurately and completely describes each of the eight (8) Projects comprising the Project Portfolio, including the project name, location (county and state), nameplate DC capacity, acreage under Land Leases, type of land control, and development status of each Project as of the Signing Date.
(b) The aggregate nameplate DC capacity of the Project Portfolio is approximately one thousand two hundred megawatts (1,200 MW).
(c) The aggregate acreage under the Land Leases for all Projects is approximately fourteen thousand three hundred forty (14,340) acres.
(d) The information set forth in Schedule A is true, complete, and correct in all material respects as of the Signing Date, and no material changes have occurred with respect to the matters described therein since the date of preparation of Schedule A, except as disclosed in writing to the Company.
Section 5.7 — Land Leases and Real Property
(a) Schedule B sets forth a true, complete, and correct list of all Land Leases relating to the Project Sites, including the identity of the lessor, the lessee, the date of execution, the primary term, all renewal and extension options, the rental amounts, the acreage covered, the legal description (by reference), and recording information for each Land Lease.
(b) Each Land Lease is in full force and effect and has not been amended, modified, or supplemented except as set forth on Schedule B, and each Land Lease constitutes a legal, valid, and binding obligation of the parties thereto, enforceable in accordance with its terms, subject to customary enforceability exceptions.
(c) Contributor is not in material default under any Land Lease, and, to Contributor's Knowledge, no other party to any Land Lease is in material default thereunder. No event has occurred that, with the giving of notice or the lapse of time or both, would constitute a material default by Contributor or, to Contributor's Knowledge, any other party under any Land Lease.
(d) The Land Leases provide Contributor (and, following the Closing, the Company) with adequate land control and access rights for the development, construction, operation, and maintenance of each Project in accordance with its current development plans and timeline.
(e) The title commitments obtained from Meridian Land Title Company for each Project Site reflect no material title defects or encumbrances other than Permitted Liens, and the surveys delivered for each Project Site do not reflect any material encroachments, boundary disputes, or survey defects.
(f) With respect to the Sangre del Sol I project (approximately 1,800 acres in Doña Ana County, New Mexico) and the Sangre del Sol II project (approximately 1,320 acres in Doña Ana County, New Mexico), the BLM leases and right-of-way grants for such Projects are in full force and effect and have been duly issued by the BLM in accordance with all applicable federal regulations, including the Federal Land Policy and Management Act, the BLM Solar Energy Program, and all applicable environmental review requirements under NEPA. Contributor is in compliance with all terms, conditions, and stipulations of such BLM leases, including all rental payment obligations, bonding requirements, and environmental mitigation measures. To Contributor's Knowledge, no action has been taken or is threatened by the BLM or any other Governmental Authority to suspend, revoke, terminate, or materially modify any such BLM lease.
Section 5.8 — Environmental Matters
(a) The Projects and the Project Sites are in compliance in all material respects with all applicable Environmental Laws, and Contributor has not received any written notice of any violation of, or non-compliance with, any Environmental Law relating to the Projects or the Project Sites.
(b) Contributor has obtained or has duly filed applications for all Environmental Permits required for the development and construction of the Projects in accordance with their current development plans and timelines. All Environmental Permits that have been obtained are in full force and effect, and Contributor is in compliance in all material respects with the terms and conditions thereof.
(c) All eight (8) Projects have received, or are in process for, applicable NEPA categorical exclusions and all state-level environmental permits required under the laws of the States of Texas, New Mexico, and Arizona, as applicable. No Project requires the preparation of an environmental impact statement or environmental assessment under NEPA.
(d) Phase I and Phase II environmental site assessments have been prepared by TerraNova Environmental Sciences Inc. (Dr. Sharon Kessler, Senior Project Manager) for all Project Sites in accordance with ASTM Standard Practice E 1527-21 (Phase I) and ASTM Standard Practice E 1903-19 (Phase II), as applicable, and copies of all such assessments have been delivered to the Company. Such assessments do not identify any material recognized environmental conditions (as such term is defined in ASTM Standard Practice E 1527-21) at any of the Project Sites.
(e) There are no Environmental Claims pending or, to Contributor's Knowledge, threatened against Contributor or any Project with respect to the Projects or the Project Sites, and Contributor has not received any written notice of any Environmental Claim relating to the Projects or the Project Sites.
(f) Neither Contributor nor any Project has been the subject of any environmental investigation, remediation, or enforcement action by any Governmental Authority, and there are no environmental remediation obligations, consent orders, or similar agreements relating to the Projects or the Project Sites.
Section 5.9 — Project Permits
(a) Schedule C sets forth a true, complete, and correct list of all material Project Permits for each of the Projects, including the issuing Governmental Authority, permit number, date of issuance, expiration date (if applicable), and any material conditions or restrictions.
(b) All material Project Permits are in full force and effect, and Contributor is not in material default under any Project Permit and has not received any written notice of any material default or violation under any Project Permit.
(c) As of the Signing Date, seven (7) of the eight (8) Projects are fully permitted with all material Project Permits in hand. The Brazos Point project, located in Wharton County, Texas, with a nameplate capacity of 120 MW DC and approximately 1,440 acres, has a pending conditional use permit application with the Wharton County Commissioners Court. For the avoidance of doubt, such permit was duly received on January 10, 2024, prior to the Closing Date.
(d) No material Project Permit has been revoked, suspended, or materially modified since the date of its issuance, and no proceeding for the revocation, suspension, or material modification of any material Project Permit is pending or, to Contributor's Knowledge, threatened by

CONTRIBUTION AGREEMENT

CALLOWAY-BRIGGS RENEWABLES INC.

SOLSTICE PLATEAU ENERGY HOLDINGS LLC

CONTRIBUTION AGREEMENT

RECITALS

WHEREAS:

Record

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