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ESCROW AGREEMENT

Dated as of December 4, 2023

among

CALLOWAY-BRIGGS RENEWABLES INC., a Texas corporation ("CBR" or "Depositor A")

LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC, a Delaware limited liability company ("Lumen Ridge" or "Depositor B")

and

CONTINENTAL FIDUCIARY TRUST COMPANY, a Delaware trust company ("Escrow Agent")

In connection with the formation and capitalization of SOLSTICE PLATEAU ENERGY HOLDINGS LLC a Delaware limited liability company

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This ESCROW AGREEMENT (this "Agreement") is entered into as of December 4, 2023, by and among Calloway-Briggs Renewables Inc., a Texas corporation ("CBR" or "Depositor A"), Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge" or "Depositor B"), and Continental Fiduciary Trust Company, a Delaware trust company (the "Escrow Agent"). CBR and Lumen Ridge are each individually referred to herein as a "Depositor" and collectively as the "Depositors." The Depositors and the Escrow Agent are each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, CBR is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas, with its principal office located at 2300 Travis Street, Suite 4200, Houston, Texas 77006, and Lumen Ridge is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, with its principal office located at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901. CBR and Lumen Ridge have entered into that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (the "LLC Agreement"), by and between CBR and Lumen Ridge, pursuant to which the parties have agreed to form a 50/50 joint venture structured as a Delaware limited liability company — namely, Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV Entity") — for the purpose of developing, constructing, financing, owning, and operating a portfolio of utility-scale solar energy generation projects located throughout the continental United States (collectively, the "Projects");

WHEREAS, pursuant to the LLC Agreement and that certain Contribution Agreement, dated as of December 4, 2023, between CBR and the Company (the "Contribution Agreement"), CBR has agreed to make an initial capital contribution to the Company consisting of (i) Sixty Million Dollars ($60,000,000) in cash and (ii) certain solar development project assets (including real property interests, interconnection rights, permits, power purchase agreements, and related development-stage assets) with an agreed fair market value of Ninety Million Dollars ($90,000,000), for a total initial contribution value of One Hundred Fifty Million Dollars ($150,000,000); and Lumen Ridge has agreed to make an initial capital contribution to the Company of One Hundred Fifty Million Dollars ($150,000,000) in cash. The aggregate initial equity commitment of the Depositors to the Company is Three Hundred Million Dollars ($300,000,000);

WHEREAS, the Depositors desire to establish an escrow arrangement for the deposit and safekeeping of the cash portions of the initial capital contributions pending the satisfaction or waiver of the conditions to closing set forth in Article VII of the LLC Agreement. Specifically, CBR's cash contribution of Sixty Million Dollars ($60,000,000) and Lumen Ridge's cash contribution of One Hundred Fifty Million Dollars ($150,000,000) — collectively totaling Two Hundred Ten Million Dollars ($210,000,000) (the "Escrow Funds") — shall be deposited into escrow in accordance with the terms hereof;

WHEREAS, Continental Fiduciary Trust Company, a trust company organized and existing under the laws of the State of Delaware, with its principal office located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801, has agreed to serve as Escrow Agent in connection with the foregoing transactions, on the terms and conditions set forth in this Agreement, and the Depositors desire to appoint Continental Fiduciary Trust Company to serve in such capacity; and

WHEREAS, the Escrow Agent has caused to be established a segregated trust account bearing reference number CFT-2024-00847 (the "Escrow Account") for the purpose of receiving, holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants 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 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in Wilmington, Delaware or New York, New York are authorized or obligated by law or executive order to close.

"CBR Escrow Deposit" means the amount of Sixty Million Dollars ($60,000,000) deposited or to be deposited by CBR into the Escrow Account in accordance with Section 3.1.

"Closing" means the closing of the transactions contemplated by the LLC Agreement, including the formation and initial capitalization of the Company in accordance with the terms and conditions set forth therein.

"Closing Date" means the date on which the Closing occurs. The Closing Date was anticipated to occur on or about February 15, 2024, subject to extension as provided in Section 7.1(c) of the LLC Agreement. For the avoidance of doubt, the actual Closing Date was February 20, 2024.

"Company" means Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (EIN: 93-4158203; Delaware Secretary of State File Number: 7849312).

"Contribution Agreement" means the Contribution Agreement, dated as of December 4, 2023, by and between CBR and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Depositors" means, collectively, CBR and Lumen Ridge, and "Depositor" means either of them.

"Development and Construction Management Agreement" means the Development and Construction Management Agreement, dated as of December 4, 2023, by and between the Company and CBR, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Escrow Account" means the segregated trust account established and maintained by the Escrow Agent at its offices in Wilmington, Delaware, bearing reference number CFT-2024-00847, for the purpose of receiving, holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of this Agreement.

"Escrow Agent" means Continental Fiduciary Trust Company, a Delaware trust company, in its capacity as escrow agent hereunder, or any successor escrow agent appointed in accordance with Section 6.6.

"Escrow Funds" means, collectively, the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit, together with any and all interest, dividends, earnings, and other income earned thereon, as such amount may increase or decrease from time to time in accordance with the terms hereof.

"Joint Release Instructions" means written instructions substantially in the form attached hereto as Exhibit E, executed by both CBR and Lumen Ridge (or their respective authorized representatives as identified in Section 9.1 or as otherwise designated in writing), directing the Escrow Agent to release and disburse the Escrow Funds in accordance with the terms of this Agreement.

"LLC Agreement" means the Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, by and between CBR and Lumen Ridge, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Lumen Ridge Escrow Deposit" means the amount of One Hundred Fifty Million Dollars ($150,000,000) deposited or to be deposited by Lumen Ridge into the Escrow Account in accordance with Section 3.2.

"Outside Date" means April 30, 2024, or such later date as the Depositors may mutually agree upon in writing and of which the Escrow Agent has received written notice, being the date after which, if the Closing has not occurred, either Depositor may request the return of its respective Escrow Deposit in accordance with Section 5.3.

"Tax Protection Agreement" means the Tax Protection Agreement, dated as of December 4, 2023, by and between the Company and CBR, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Transaction Documents" means, collectively, the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement, the Tax Protection Agreement, and this Agreement, together with all exhibits, schedules, and ancillary documents delivered in connection therewith.

Section 1.2 Interpretation. Unless the context of this Agreement otherwise requires:

(a) headings and captions are included for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement;

(b) words in the singular shall include the plural, and words in the plural shall include the singular;

(c) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole, including all Exhibits attached hereto, and not to any particular Article, Section, or provision hereof;

(d) references to an "Article," "Section," or "Exhibit" shall mean an Article, Section, or Exhibit of or to this Agreement, unless otherwise specified;

(e) the word "including" (and with correlative meaning, "include" and "includes") means including without limiting the generality of any description preceding or following such word, and shall be deemed to be followed by the phrase "without limitation";

(f) references to "dollars" or "$" shall mean United States dollars;

(g) references to any statute, rule, or regulation shall include any amendments, modifications, successor legislation, rules, or regulations thereto; and

(h) this Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware, as set forth more fully in Section 10.1.

ARTICLE II — APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW ACCOUNT

Section 2.1 Appointment. CBR and Lumen Ridge hereby jointly appoint Continental Fiduciary Trust Company as Escrow Agent to receive, hold, invest, and disburse the Escrow Funds in accordance with the terms and conditions of this Agreement, and Continental Fiduciary Trust Company hereby accepts such appointment and agrees to act as Escrow Agent upon the terms and conditions set forth herein. The Escrow Agent shall hold and dispose of the Escrow Funds solely in accordance with the provisions of this Agreement. The Escrow Agent's acceptance of its appointment hereunder shall be effective upon execution and delivery of this Agreement by the Escrow Agent.

Section 2.2 Establishment of Escrow Account. The Escrow Agent shall establish and maintain a segregated escrow account, bearing reference number CFT-2024-00847, at its offices located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801. The Escrow Account shall be maintained in the name of "Continental Fiduciary Trust Company, as Escrow Agent for Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC — Solstice Plateau Energy Holdings LLC Escrow." The Escrow Agent shall at all times maintain the Escrow Account as a segregated account, separate and apart from the general assets and other funds of the Escrow Agent and of any other person or entity. The Escrow Agent shall not commingle the Escrow Funds with any other funds held by the Escrow Agent or with its own funds.

Section 2.3 Tax Identification. The Escrow Account shall be established under Employer Identification Number 93-4158203, which is the EIN of the Company (Solstice Plateau Energy Holdings LLC), or such other taxpayer identification number as the Depositors may jointly designate in writing to the Escrow Agent. All interest, dividends, earnings, and other income on the Escrow Funds shall be reported for U.S. federal income tax purposes as provided in Section 7.1 of this Agreement. The Escrow Agent shall file or cause to be filed all applicable tax information returns (including, without limitation, IRS Forms 1099 or any successor forms) as required under applicable law in connection with the Escrow Account and the Escrow Funds, in each case utilizing the taxpayer identification number designated pursuant to this Section 2.3.

ARTICLE III — DEPOSIT OF ESCROW FUNDS

Section 3.1 CBR Deposit. CBR shall deposit, or cause to be deposited, the CBR Escrow Deposit in the amount of Sixty Million Dollars ($60,000,000) in immediately available funds into the Escrow Account by wire transfer in accordance with the wire instructions set forth in Exhibit A attached hereto. Such deposit shall be made no later than February 5, 2024, or such other date as the Depositors may mutually agree in writing and of which the Escrow Agent has received written notice. CBR shall provide the Escrow Agent with reasonable advance written notice of the expected date and time of such wire transfer. In the event the CBR Escrow Deposit is not received by the Escrow Agent on or before the date specified herein (as may be extended), the Escrow Agent shall promptly notify Lumen Ridge and CBR's counsel of such non-receipt. The Escrow Agent shall have no liability for any failure or delay in the receipt of the CBR Escrow Deposit.

Section 3.2 Lumen Ridge Deposit. Lumen Ridge shall deposit, or cause to be deposited, the Lumen Ridge Escrow Deposit in the amount of One Hundred Fifty Million Dollars ($150,000,000) in immediately available funds into the Escrow Account by wire transfer in accordance with the wire instructions set forth in Exhibit A attached hereto. Such deposit shall be made no later than February 5, 2024, or such other date as the Depositors may mutually agree in writing and of which the Escrow Agent has received written notice. Lumen Ridge shall provide the Escrow Agent with reasonable advance written notice of the expected date and time of such wire transfer. In the event the Lumen Ridge Escrow Deposit is not received by the Escrow Agent on or before the date specified herein (as may be extended), the Escrow Agent shall promptly notify CBR and Lumen Ridge's counsel of such non-receipt. The Escrow Agent shall have no liability for any failure or delay in the receipt of the Lumen Ridge Escrow Deposit.

Section 3.3 Confirmation of Deposits. Promptly upon receipt of each deposit into the Escrow Account, and in any event within one (1) Business Day following such receipt, the Escrow Agent shall confirm receipt of such deposit in writing (which may be by electronic mail) to the following persons:

(a) with respect to the CBR Escrow Deposit: (i) to CBR, at the address and to the attention of the person set forth in Section 9.1; and (ii) to CBR's outside counsel, Calderwood & Harkness LLP, 1000 Louisiana Street, Suite 5500, Houston, Texas 77002, Attention: James Prentice and Megan Chu;

(b) with respect to the Lumen Ridge Escrow Deposit: (i) to Lumen Ridge, at the address and to the attention of the person set forth in Section 9.1; and (ii) to Lumen Ridge's outside counsel, Haverford, Quinn & Steele LLP, 599 Lexington Avenue, 28th Floor, New York, New York 10022, Attention: Gregory Haverford III and Joanna Kline; and

(c) with respect to each deposit: to the other Depositor (and its respective counsel) to the extent that such deposit confirmation is relevant to the other Depositor's funding obligations or rights under the LLC Agreement.

Each such confirmation shall specify the date and time of receipt, the amount received, the identity of the depositing party, and the wire reference or transaction identification number associated with such transfer.

Section 3.4 Aggregate Escrow Funds. Upon receipt of both the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit, the aggregate principal amount of the Escrow Funds held in the Escrow Account shall be Two Hundred Ten Million Dollars ($210,000,000). The Escrow Agent shall promptly confirm to both Depositors (and their respective counsel) in writing that both deposits have been received and that the aggregate Escrow Funds are held in the Escrow Account. Thereafter, the Escrow Funds shall also include any and all interest, dividends, earnings, and other income earned thereon, as such amounts accrue from time to time in accordance with Article IV.

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.1 Investment. Pending release or other disbursement in accordance with Article V, the Escrow Agent shall invest and reinvest the Escrow Funds (including any interest and earnings thereon) in one or more of the following investments, as the Depositors may jointly direct in writing from time to time (or, in the absence of any such joint direction, in the investment described in clause (a) below):

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including, without limitation, United States Treasury bills, notes, and bonds), in each case maturing within ninety (90) days of the date of purchase;

(b) money market funds that invest exclusively in obligations described in clause (a) above, including, without limitation, funds rated in the highest rating category by at least one nationally recognized statistical rating organization (e.g., AAAmf by Standard & Poor's or Aaa-mf by Moody's Investors Service); or

(c) certificates of deposit or time deposits of Continental Fiduciary Trust Company or any nationally chartered bank or trust company organized and existing under the laws of the United States or any state thereof having combined capital and surplus in excess of One Billion Dollars ($1,000,000,000), in each case maturing within thirty (30) days of the date of purchase.

The Escrow Agent shall not be required to make any investment of the Escrow Funds except as directed in accordance with this Section 4.1. Any joint investment direction delivered by the Depositors shall be in writing, shall specify the type and amount of investment, and shall be signed by authorized representatives of both CBR and Lumen Ridge. The Escrow Agent shall implement any such joint investment direction as soon as reasonably practicable following receipt thereof, but in any event within two (2) Business Days. The Escrow Agent shall liquidate any investment of the Escrow Funds as necessary to make any disbursement required or permitted under Article V, and the Depositors acknowledge that any such liquidation may result in the receipt of less than the principal amount invested.

Section 4.2 Earnings. All interest, dividends, and other earnings on the Escrow Funds shall be credited to the Escrow Account promptly upon receipt, shall be added to and become part of the Escrow Funds, and shall be disbursed as part of the Escrow Funds in accordance with Article V. The Escrow Agent shall provide the Depositors with monthly statements reflecting all investment activity, earnings credited, balances held, and any fees or expenses deducted with respect to the Escrow Account.

Section 4.3 Investment Risk. The Depositors acknowledge and agree that the Escrow Agent shall not be liable for any diminution in value of the Escrow Funds, or any loss of principal or income on any investments made in accordance with this Article IV, resulting from market conditions, fluctuations in interest rates, the credit risk of any issuer or counterparty, or any other cause, except in cases of the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall have no obligation to maximize the return on the Escrow Funds or to select any particular investment from among those described in Section 4.1. The Depositors further acknowledge that the investments described in Section 4.1 may carry yields that are lower than those available from other investment vehicles and that the Escrow Agent shall not be responsible for any opportunity cost associated with such investments.

ARTICLE V — RELEASE AND DISBURSEMENT OF ESCROW FUNDS

Section 5.1 Release Upon Closing. Upon receipt by the Escrow Agent of Joint Release Instructions duly executed by authorized representatives of both CBR and Lumen Ridge (or their respective counsel duly authorized to execute such instructions on their behalf), the Escrow Agent shall, on the Closing Date (or such other date as may be specified in the Joint Release Instructions), release and disburse the Escrow Funds as follows:

(a) Disbursement to the Company. The aggregate Escrow Funds — consisting of the CBR Escrow Deposit of Sixty Million Dollars ($60,000,000), the Lumen Ridge Escrow Deposit of One Hundred Fifty Million Dollars ($150,000,000), and all accrued and unpaid interest, dividends, earnings, and other income thereon — shall be released by the Escrow Agent by wire transfer in immediately available funds to the operating account of Solstice Plateau Energy Holdings LLC maintained at Trident National Bank, N.A., located at 383 Madison Avenue, 12th Floor, New York, New York 10179, or to such other account or accounts of the Company as may be specified in the Joint Release Instructions. The Escrow Agent shall disburse the Escrow Funds in a single wire transfer, unless the Joint Release Instructions specify that the Escrow Funds are to be disbursed in multiple tranches or to multiple accounts.

(b) Wire Transfer Instructions. The wire transfer instructions for the disbursement of the Escrow Funds upon Closing shall be as set forth in the Joint Release Instructions and/or in Exhibit B attached hereto. In the event of any discrepancy between the wire instructions set forth in Exhibit B and those set forth in the Joint Release Instructions, the Joint Release Instructions shall control, provided that the Escrow Agent shall be entitled (but not obligated) to verify any changed wire instructions by telephonic callback or other commercially reasonable verification procedures prior to effecting such transfer.

(c) Timing of Disbursement. The Escrow Agent shall use commercially reasonable efforts to complete the wire transfer or transfers contemplated by this Section 5.1 on the same Business Day as the Escrow Agent's receipt of the Joint Release Instructions; provided, however, that if such Joint Release Instructions are received by the Escrow Agent after 12:00 p.m. (Eastern Time) on any Business Day, the Escrow Agent shall use commercially reasonable efforts to complete such wire transfer or transfers on the next succeeding Business Day. The Escrow Agent shall not be liable for any delay in effecting a wire transfer that is attributable to the processing schedules or procedures of the Fedwire Funds Service, the receiving bank, or any intermediary bank.

Section 5.2 Conditions to Release. The Depositors acknowledge and agree that the Escrow Agent shall have no obligation or responsibility to verify, investigate, or determine whether any or all of the conditions to Closing set forth in the LLC Agreement (including, without limitation, any regulatory approvals, third-party consents, environmental assessments, financing conditions, or other conditions precedent) have been satisfied, fulfilled, or waived. The Escrow Agent shall be entitled to rely exclusively and solely on Joint Release Instructions as conclusive and sufficient evidence that all conditions to the release of the Escrow Funds have been met, and the Escrow Agent shall have no liability to any Party or to any other person or entity for any disbursement of the Escrow Funds made in good faith reliance on Joint Release Instructions that the Escrow Agent reasonably believes to be genuine and duly authorized.

Section 5.3 Return of Escrow Funds Upon Termination. If the Closing has not occurred on or prior to the Outside Date (April 30, 2024), and this Agreement has not been extended by a written agreement duly executed by both Depositors (with a copy delivered to the Escrow Agent), then:

(a) Notice of Return. Either Depositor may, at any time after the Outside Date, deliver written notice to the Escrow Agent and the other Depositor requesting the return of such Depositor's Escrow Deposit, together with its pro rata share of earnings on the Escrow Funds (a "Return Notice"). A Return Notice delivered by one Depositor shall be deemed to constitute a request for the return of both Depositors' respective Escrow Deposits, and the Escrow Agent shall return both the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit (together with their respective pro rata shares of earnings) simultaneously.

(b) Disbursement of Return Amounts. Within three (3) Business Days following the Escrow Agent's receipt of a Return Notice (provided that the Escrow Agent has not received written objection from the other Depositor within such three (3) Business Day period asserting that the Closing has occurred or that the Outside Date has been extended), the Escrow Agent shall return: (i) to CBR, the CBR Escrow Deposit of Sixty Million Dollars ($60,000,000), plus CBR's pro rata share of accrued and unpaid interest, dividends, earnings, and other income on the Escrow Funds, by wire transfer in immediately available funds to the account specified in Exhibit C attached hereto (or such other account as CBR may designate in writing); and (ii) to Lumen Ridge, the Lumen Ridge Escrow Deposit of One Hundred Fifty Million Dollars ($150,000,000), plus Lumen Ridge's pro rata share of accrued and unpaid interest, dividends, earnings, and other income on the Escrow Funds, by wire transfer in immediately available funds to the account specified in Exhibit C attached hereto (or such other account as Lumen Ridge may designate in writing).

(c) Calculation of Pro Rata Share. For purposes of this Section 5.3, each Depositor's pro rata share of earnings on the Escrow Funds shall be calculated based on each Depositor's proportionate share of the aggregate principal amount deposited into the Escrow Account. Accordingly, CBR's pro rata share shall be equal to the ratio of the CBR Escrow Deposit ($60,000,000) to the aggregate principal deposits ($210,000,000), or approximately 28.57%, and Lumen Ridge's pro rata share shall be equal to the ratio of the Lumen Ridge Escrow Deposit ($150,000,000) to the aggregate principal deposits ($210,000,000), or approximately 71.43%. The Escrow Agent shall calculate the exact amount of each Depositor's pro rata share of earnings as of the date of disbursement and shall provide a written accounting of such calculation to both Depositors.

Section 5.4 Disputed Release Instructions. If the Escrow Agent receives instructions from the Depositors that are conflicting, inconsistent, or ambiguous, or if the Escrow Agent receives a written objection from either Depositor to instructions delivered by the other Depositor, the Escrow Agent shall be entitled (and is hereby authorized) to refrain from taking any action and to continue to hold the Escrow Funds in the Escrow Account, without liability to any Party, until:

(a) the Escrow Agent receives Joint Release Instructions duly executed by authorized representatives of both CBR and Lumen Ridge, directing the disposition of the Escrow Funds;

(b) the Escrow Agent receives a certified copy of a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disposition of the Escrow Funds, accompanied by a written opinion of counsel to the Escrow Agent (or, at the Escrow Agent's election, of the prevailing Party's counsel, in form and substance reasonably satisfactory to the Escrow Agent) that such order, judgment, or decree is final and non-appealable; or

(c) the Escrow Agent deposits or transfers the Escrow Funds into a court of competent jurisdiction by way of an action in interpleader, in accordance with Section 6.5 hereof, and is thereby discharged from further obligations hereunder with respect to such deposited funds.

The Escrow Agent shall not be liable for any interest, losses, or damages resulting from its refusal to act in the event of conflicting or disputed instructions, and the Escrow Agent's costs and expenses (including reasonable attorneys' fees) incurred in connection with any such dispute shall be reimbursed by the Depositors in accordance with Section 6.4.

ARTICLE VI — ESCROW AGENT PROVISIONS

Section 6.1 Duties of Escrow Agent. The Escrow Agent shall have only those duties, responsibilities, and obligations as are expressly set forth in this Agreement, and no implied duties, responsibilities, or obligations shall be read into this Agreement. The Escrow Agent shall not be subject to, or required to comply with, any other agreement to which any Depositor is a party (including, without limitation, the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement, or the Tax Protection Agreement), even if reference thereto is made in this Agreement, and the Escrow Agent shall not be required to comply with any instruction, direction, or request of any Depositor except as expressly provided herein. The Escrow Agent acts as a depository and stakeholder only and is not responsible or liable for the sufficiency, correctness, genuineness, or validity of any document, instrument, instruction, notice, or other communication received by it, or for the identity or authority of any person purporting to execute or deliver any such document, instrument, instruction, notice, or communication.

Section 6.2 Reliance. The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any notice, instruction, request, consent, certificate, direction, statement, or other document or instrument that it in good faith believes to be genuine, to have been signed or presented by the proper person or persons, and to conform to the requirements of this Agreement. The Escrow Agent shall have no duty or obligation to make any independent investigation or inquiry as to the truth, accuracy, or completeness of any information furnished to it or to verify any statement or representation made by any Party. The Escrow Agent may consult with legal counsel of its own choosing (including internal counsel) in connection with any question or matter arising under or in connection with this Agreement, and the Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice or opinion of such counsel.

Section 6.3 Standard of Care; Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment, and the Escrow Agent shall incur no liability whatsoever to any Party, the Company, or any other person or entity, except for liability arising directly from the Escrow Agent's own gross negligence, willful misconduct, or material breach of this Agreement, in each case as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any loss, damage, cost, expense, or liability arising from or related to: (a) the insolvency, bankruptcy, receivership, or failure of any depositary institution, bank, broker, or other financial institution at which the Escrow Funds are deposited or invested in accordance with Article IV; (b) any act of God, war, terrorism, civil unrest, epidemic, pandemic, fire, flood, earthquake, natural disaster, power failure, communication failure, computer malfunction, or other force majeure event or circumstance beyond the Escrow Agent's reasonable control; (c) any failure or delay in the performance by any wire transfer system, clearing house, or other third-party payment processor; or (d) any change in applicable law, regulation, or governmental order occurring after the date of this Agreement.

Section 6.4 Indemnification. CBR and Lumen Ridge, jointly and severally (with each Depositor contributing fifty percent (50%) of any indemnified amounts), shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, affiliates, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements, expert fees, court costs, and costs of investigation) (collectively, "Losses") arising out of or in connection with the Escrow Agent's acceptance of appointment or the performance or non-performance of its duties under this Agreement, including, without limitation, any Losses arising from any legal proceeding relating to this Agreement or the Escrow Funds or from following any instruction or direction given to it hereunder; provided, however, that no Indemnified Party shall be entitled to indemnification under this Section 6.4 to the extent that such Losses are finally determined by a court of competent jurisdiction to have been caused by the Indemnified Party's own gross negligence or willful misconduct. The indemnification obligations set forth in this Section 6.4 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. In the event that the Escrow Agent becomes involved in litigation or dispute in connection with this Agreement, the Escrow Agent may, in its sole discretion, apply a portion of the Escrow Funds to pay its costs and expenses of defense, including reasonable attorneys' fees, subject to reimbursement by the Depositors.

Section 6.5 Interpleader. In the event of any dispute, disagreement, or uncertainty as to the Escrow Agent's duties or obligations hereunder, as to the proper interpretation or construction of any provision of this Agreement, or as to the identity of any person or entity entitled to receive all or any portion of the Escrow Funds, the Escrow Agent may, at its sole option and in its sole discretion, deposit or transfer all or any portion of the Escrow Funds with a court of competent jurisdiction in the State of Delaware and interplead all interested parties (including, without limitation, the Depositors, the Company, and any other claimant). Upon the filing of such interpleader action and the deposit of the Escrow Funds with the court, the Escrow Agent shall be fully and irrevocably released and discharged from any and all further obligations, duties, and liabilities under this Agreement with respect to the Escrow Funds so deposited, and the Depositors shall bear all costs and expenses (including the Escrow Agent's reasonable attorneys' fees) incurred in connection with such interpleader action.

Section 6.6 Resignation; Removal.

(a) Resignation. The Escrow Agent may resign from its duties hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to both Depositors. Such resignation shall not take effect until a successor escrow agent has been appointed and has accepted such appointment in accordance with this Section 6.6, or until the Escrow Funds have been deposited with a court of competent jurisdiction in accordance with this Section 6.6(c).

(b) Removal. Either Depositor may remove the Escrow Agent from its duties hereunder by delivering not less than thirty (30) days' prior written notice of such removal to the Escrow Agent and the other Depositor. Such removal shall not take effect until a successor escrow agent has been appointed and has accepted such appointment in accordance with this Section 6.6.

(c) Appointment of Successor. Upon the resignation or removal of the Escrow Agent, a successor escrow agent shall be appointed by the joint written instruction of CBR and Lumen Ridge, delivered to the resigning or removed Escrow Agent within thirty (30) days following the effective date of such resignation or removal notice. If no successor escrow agent is appointed and has accepted such appointment within such thirty (30) day period, the Escrow Agent may petition any court of competent jurisdiction in the State of Delaware for the appointment of a successor escrow agent, or, in the alternative, may deposit the Escrow Funds with such court, whereupon the Escrow Agent shall be fully and irrevocably released and discharged from all obligations hereunder with respect to the Escrow Funds so deposited. The Depositors shall bear all costs and expenses incurred by the Escrow Agent in connection with any such petition.

(d) Transfer to Successor. Upon the appointment and acceptance of a successor escrow agent, the resigning or removed Escrow Agent shall promptly deliver the Escrow Funds, together with all records and documentation relating to the Escrow Account, to such successor, and the resigning or removed Escrow Agent shall thereupon be released and discharged from all further duties and obligations under this Agreement (except for those obligations that expressly survive termination, resignation, or removal, including the indemnification obligations of the Depositors under Section 6.4).

Section 6.7 Compensation. The Escrow Agent shall be entitled to receive compensation for its services as Escrow Agent hereunder in accordance with the fee schedule set forth in Exhibit D attached hereto, as the same may be amended from time to time by written agreement among all Parties. In addition, the Escrow Agent shall be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of its duties hereunder, including, without limitation, legal fees and disbursements, postage, courier, telecommunications, and similar expenses. All Escrow Agent fees and reimbursable expenses shall be borne equally by CBR (fifty percent (50%)) and Lumen Ridge (fifty percent (50%)), and the Escrow Agent shall be entitled to deduct such fees and expenses from the Escrow Funds if they are not paid by the Depositors within thirty (30) days of invoice. The payment of fees and reimbursement of expenses shall not be conditioned on the closing or consummation of the transactions contemplated by the LLC Agreement.

ARTICLE VII — TAX MATTERS

Section 7.1 Tax Reporting. For United States federal income tax purposes, all interest, dividends, earnings, and other income earned on the Escrow Funds during the period in which such funds are held in the Escrow Account shall be reported as follows:

(a) To the extent the Escrow Funds are ultimately released to the Company (Solstice Plateau Energy Holdings LLC, EIN: 93-4158203) upon the Closing in accordance with Section 5.1, all interest and earnings on the Escrow Funds shall be reported as income of the Company, allocable to the taxable year(s) in which such interest and earnings were received or accrued, as applicable.

(b) To the extent any portion of the Escrow Funds (including any interest and earnings thereon) is returned to a Depositor pursuant to Section 5.3, the interest and earnings on the portion of the Escrow Funds so returned shall be reported as income of such Depositor, allocable to the taxable year(s) in which such interest and earnings were received or accrued, as applicable.

The Escrow Agent shall issue or cause to be issued appropriate IRS Forms 1099 (or any successor forms) as required by applicable law, reflecting the income allocable to the Company, CBR, or Lumen Ridge, as the case may be, in accordance with this Section 7.1. The Depositors shall cooperate with the Escrow Agent and shall provide such information as the Escrow Agent may reasonably request in connection with the preparation and filing of such tax information returns.

Section 7.2 Withholding. The Escrow Agent shall be entitled to deduct and withhold from any disbursement of the Escrow Funds (or any portion thereof) any amounts required to be deducted and withheld under the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, or any applicable state, local, or foreign tax law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the person or entity in respect of which such deduction and withholding was made. Each Depositor shall provide to the Escrow Agent a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (or such applicable substitute or successor form) upon execution of this Agreement, and shall promptly provide a new or updated Form W-9 upon any change in the information previously provided. In the event that a Depositor fails to provide a Form W-9 or other applicable tax form, the Escrow Agent shall be authorized to withhold from any disbursement to such Depositor at the applicable backup withholding rate then in effect.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of CBR. CBR hereby represents and warrants to each of Lumen Ridge and the Escrow Agent as of the date hereof as follows:

(a) Organization and Good Standing. CBR is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas (Texas Secretary of State File Number: 0801647392). CBR has the full corporate power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement.

(b) Authorization. The execution, delivery, and performance by CBR of this Agreement have been duly authorized by all necessary corporate action on the part of CBR, including any required approval of its board of directors and/or shareholders, and no other corporate proceedings on the part of CBR are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by CBR and constitutes the legal, valid, and binding obligation of CBR, enforceable against CBR in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (whether applied in a proceeding at law or in equity).

(d) No Conflicts. The execution, delivery, and performance by CBR of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of CBR's certificate of incorporation or bylaws (or similar organizational documents), (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) result in a breach of, or default under, any material agreement or instrument to which CBR is a party or by which CBR or any of its assets is bound.

Section 8.2 Representations and Warranties of Lumen Ridge. Lumen Ridge hereby represents and warrants to each of CBR and the Escrow Agent as of the date hereof as follows:

(a) Organization and Good Standing. Lumen Ridge is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Lumen Ridge has the full limited liability company power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement.

(b) Authorization. The execution, delivery, and performance by Lumen Ridge of this Agreement have been duly authorized by all necessary limited liability company action on the part of Lumen Ridge, including any required approval of its members, managers, or other governing body, and no other proceedings on the part of Lumen Ridge are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Lumen Ridge and constitutes the legal, valid, and binding obligation of Lumen Ridge, enforceable against Lumen Ridge in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (whether applied in a proceeding at law or in equity).

(d) No Conflicts. The execution, delivery, and performance by Lumen Ridge of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of Lumen Ridge's certificate of formation, limited liability company agreement, or other organizational documents, (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) result in a breach of, or default under, any material agreement or instrument to which Lumen Ridge is a party or by which Lumen Ridge or any of its assets is bound.

Section 8.3 Representations and Warranties of Escrow Agent. Continental Fiduciary Trust Company hereby represents and warrants to each of CBR and Lumen Ridge as of the date hereof as follows:

(a) Organization and Good Standing. Continental Fiduciary Trust Company is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly authorized to exercise trust and fiduciary powers under the laws of the State of Delaware.

(b) Authorization. The execution, delivery, and performance by the Escrow Agent of this Agreement have been duly authorized by all necessary corporate or other organizational action on the part of the Escrow Agent, and no other proceedings on the part of the Escrow Agent are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) No Conflicts. The performance by the Escrow Agent of its duties and obligations under this Agreement does not and will not violate, conflict with, or result in a breach of (i) any provision of the Escrow Agent's certificate of incorporation, charter, bylaws, or other organizational documents, (ii) any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) any agreement, instrument, license, or permit to which the Escrow Agent is a party or by which the Escrow Agent or any of its assets is bound.

ARTICLE IX — NOTICES

Section 9.1 Notices. All notices, instructions, requests, consents, directions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with proof of delivery); or (c) when delivered by electronic mail (with written confirmation of receipt by the recipient, which confirmation may be by reply email, provided that an automated "out of office" or "read receipt" response shall not, standing alone, constitute confirmation of receipt). All such notices and communications shall be addressed as follows:

If to CBR:

Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006

Attention: Rebecca Whitfield, General Counsel

Email: rwhitfield@calloway-briggs.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to Lumen Ridge:

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

Attention: Amanda Prescott, General Counsel & Chief Compliance Officer

Email: aprescott@lumenridge.com

with a copy (which shall not constitute notice) to:

Haverford, Quinn & Steele LLP 599 Lexington Avenue, 28th Floor New York, New York 10022

Attention: Gregory Haverford III

Email: ghaverford@hqslaw.com

If to Escrow Agent:

Continental Fiduciary Trust Company 1105 North Market Street, Suite 1200 Wilmington, Delaware 19801

Attention: Escrow Administration

Reference: CFT-2024-00847

Email: escrowadmin@continentalfiduciary.com

Section 9.2 Change of Address. Any Party may change its address, email address, or the person to whose attention notices are to be directed by giving written notice of such change to each of the other Parties in accordance with this Section 9.1. Any such change shall be effective upon receipt by the other Parties.

ARTICLE X — MISCELLANEOUS

Section 10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, principle, or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any state or federal court of competent jurisdiction located in Wilmington, Delaware), and each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction and venue of such courts for the purposes of any such action, suit, or proceeding. Each Party irrevocably waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 10.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUNDS, THE ESCROW ACCOUNT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.

Section 10.4 Entire Agreement. This Agreement, including all Exhibits attached hereto and incorporated herein by reference (Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and representations, whether oral or written, with respect to such subject matter. No Party has relied on any representation, warranty, covenant, or agreement not expressly set forth in this Agreement.

Section 10.5 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by CBR, Lumen Ridge, and the Escrow Agent. No oral modification of this Agreement shall be effective, and no course of dealing or trade usage shall operate to amend or modify this Agreement.

Section 10.6 Assignment. No Party may assign, transfer, pledge, hypothecate, or otherwise dispose of any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties; provided, however, that the Escrow Agent may assign its rights and obligations hereunder to a successor escrow agent appointed in accordance with Section 6.6 without the consent of the Depositors. Any attempted assignment in violation of this Section 10.6 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 10.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, or by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, each Party waives any provision of law that renders any provision of this Agreement invalid, illegal, or unenforceable in any respect, and the Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the original provision.

Section 10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, by email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be equally as effective as delivery of a manually executed original counterpart. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.

Section 10.9 Third-Party Beneficiaries. Except as expressly provided in this Section 10.9, nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person or entity (other than the Parties hereto and their respective successors and permitted assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that Solstice Plateau Energy Holdings LLC (the "Company") shall be an express third-party beneficiary of Section 5.1 of this Agreement and shall have the right (but not the obligation) to enforce the provisions of Section 5.1 directly against the Escrow Agent as if the Company were a party to this Agreement, solely with respect to the Company's right to receive the Escrow Funds upon the Closing.

Section 10.10 No Waiver. The failure of any Party to enforce at any time any right, remedy, or provision of this Agreement shall not constitute a waiver of such right, remedy, or provision or of any other right, remedy, or provision of this Agreement at any time. No single or partial exercise of any right, remedy, or power hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the Party against whom such waiver is sought to be enforced, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 10.11 Termination. This Agreement shall terminate automatically, without further action by any Party, upon the earliest to occur of:

(a) the release of all Escrow Funds from the Escrow Account in accordance with Article V (whether by disbursement to the Company pursuant to Section 5.1 or by return to the Depositors pursuant to Section 5.3); or

(b) the deposit of the Escrow Funds with a court of competent jurisdiction by way of an interpleader action pursuant to Section 6.5;

provided, however, that notwithstanding any such termination, the following provisions shall survive and remain in full force and effect: (i) the indemnification obligations of the Depositors set forth in Section 6.4, (ii) the provisions of Article VII (Tax Matters), (iii) the provisions of this Article X (Miscellaneous), and (iv) any other provision of this Agreement that by its nature or express terms is intended to survive termination. The termination of this Agreement shall not relieve any Party of any liability for any breach of this Agreement occurring prior to such termination.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Margaret Calloway

Title: Chairwoman & Chief Executive Officer

Date: December 4, 2023

SIGNATURE PAGE TO ESCROW AGREEMENT

LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC

By: ________

Name: Nathaniel Forsythe

Title: Managing Partner

Date: December 4, 2023

SIGNATURE PAGE TO ESCROW AGREEMENT

CONTINENTAL FIDUCIARY TRUST COMPANY

By: ________

Name: Victoria Chen-Ramirez

Title: Vice President, Escrow Administration

Date: December 4, 2023

EXHIBIT A

WIRE INSTRUCTIONS FOR DEPOSITS INTO ESCROW ACCOUNT

All deposits of Escrow Funds into the Escrow Account shall be made by wire transfer in immediately available United States dollars in accordance with the following instructions:

Escrow Account Details:

Deposits:

Each Depositor shall include in the wire transfer reference field the following identifying information: (a) the Depositor's name, (b) the reference "CFT-2024-00847," and (c) the notation "Solstice Plateau Energy Holdings LLC Escrow — Initial Capital Contribution."

The Escrow Agent shall confirm receipt of each deposit in accordance with Section 3.3 of the Agreement.

EXHIBIT B

WIRE INSTRUCTIONS FOR DISBURSEMENT UPON CLOSING

Upon receipt of Joint Release Instructions in accordance with Section 5.1 of the Agreement, the Escrow Agent shall disburse the Escrow Funds by wire transfer in immediately available United States dollars to the following account (or to such other account as may be specified in the Joint Release Instructions):

Recipient Account Details:

Disbursement Amount: The full amount of the Escrow Funds held in the Escrow Account as of the date of disbursement, consisting of the aggregate principal deposits of Two Hundred Ten Million Dollars ($210,000,000.00), plus all accrued and unpaid interest, dividends, earnings, and other income thereon.

The wire transfer reference field shall include the notation: "CFT-2024-00847 — Closing Disbursement — Solstice Plateau Energy Holdings LLC — Initial Capital Contributions."

In the event the Joint Release Instructions specify wire instructions that differ from those set forth above, the Escrow Agent shall follow the instructions set forth in the J

ESCROW AGREEMENT
Dated as of December 4, 2023
among
CALLOWAY-BRIGGS RENEWABLES INC., a Texas corporation ("CBR" or "Depositor A")
LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC, a Delaware limited liability company ("Lumen Ridge" or "Depositor B")
and
CONTINENTAL FIDUCIARY TRUST COMPANY, a Delaware trust company ("Escrow Agent")
In connection with the formation and capitalization of SOLSTICE PLATEAU ENERGY HOLDINGS LLC a Delaware limited liability company
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This ESCROW AGREEMENT (this "Agreement") is entered into as of December 4, 2023, by and among Calloway-Briggs Renewables Inc., a Texas corporation ("CBR" or "Depositor A"), Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge" or "Depositor B"), and Continental Fiduciary Trust Company, a Delaware trust company (the "Escrow Agent"). CBR and Lumen Ridge are each individually referred to herein as a "Depositor" and collectively as the "Depositors." The Depositors and the Escrow Agent are each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, CBR is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas, with its principal office located at 2300 Travis Street, Suite 4200, Houston, Texas 77006, and Lumen Ridge is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, with its principal office located at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901. CBR and Lumen Ridge have entered into that certain Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (the "LLC Agreement"), by and between CBR and Lumen Ridge, pursuant to which the parties have agreed to form a 50/50 joint venture structured as a Delaware limited liability company — namely, Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (the "Company" or the "JV Entity") — for the purpose of developing, constructing, financing, owning, and operating a portfolio of utility-scale solar energy generation projects located throughout the continental United States (collectively, the "Projects");
WHEREAS, pursuant to the LLC Agreement and that certain Contribution Agreement, dated as of December 4, 2023, between CBR and the Company (the "Contribution Agreement"), CBR has agreed to make an initial capital contribution to the Company consisting of (i) Sixty Million Dollars ($60,000,000) in cash and (ii) certain solar development project assets (including real property interests, interconnection rights, permits, power purchase agreements, and related development-stage assets) with an agreed fair market value of Ninety Million Dollars ($90,000,000), for a total initial contribution value of One Hundred Fifty Million Dollars ($150,000,000); and Lumen Ridge has agreed to make an initial capital contribution to the Company of One Hundred Fifty Million Dollars ($150,000,000) in cash. The aggregate initial equity commitment of the Depositors to the Company is Three Hundred Million Dollars ($300,000,000);
WHEREAS, the Depositors desire to establish an escrow arrangement for the deposit and safekeeping of the cash portions of the initial capital contributions pending the satisfaction or waiver of the conditions to closing set forth in Article VII of the LLC Agreement. Specifically, CBR's cash contribution of Sixty Million Dollars ($60,000,000) and Lumen Ridge's cash contribution of One Hundred Fifty Million Dollars ($150,000,000) — collectively totaling Two Hundred Ten Million Dollars ($210,000,000) (the "Escrow Funds") — shall be deposited into escrow in accordance with the terms hereof;
WHEREAS, Continental Fiduciary Trust Company, a trust company organized and existing under the laws of the State of Delaware, with its principal office located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801, has agreed to serve as Escrow Agent in connection with the foregoing transactions, on the terms and conditions set forth in this Agreement, and the Depositors desire to appoint Continental Fiduciary Trust Company to serve in such capacity; and
WHEREAS, the Escrow Agent has caused to be established a segregated trust account bearing reference number CFT-2024-00847 (the "Escrow Account") for the purpose of receiving, holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants 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 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in Wilmington, Delaware or New York, New York are authorized or obligated by law or executive order to close.
"CBR Escrow Deposit" means the amount of Sixty Million Dollars ($60,000,000) deposited or to be deposited by CBR into the Escrow Account in accordance with Section 3.1.
"Closing" means the closing of the transactions contemplated by the LLC Agreement, including the formation and initial capitalization of the Company in accordance with the terms and conditions set forth therein.
"Closing Date" means the date on which the Closing occurs. The Closing Date was anticipated to occur on or about February 15, 2024, subject to extension as provided in Section 7.1(c) of the LLC Agreement. For the avoidance of doubt, the actual Closing Date was February 20, 2024.
"Company" means Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (EIN: 93-4158203; Delaware Secretary of State File Number: 7849312).
"Contribution Agreement" means the Contribution Agreement, dated as of December 4, 2023, by and between CBR and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Depositors" means, collectively, CBR and Lumen Ridge, and "Depositor" means either of them.
"Development and Construction Management Agreement" means the Development and Construction Management Agreement, dated as of December 4, 2023, by and between the Company and CBR, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Escrow Account" means the segregated trust account established and maintained by the Escrow Agent at its offices in Wilmington, Delaware, bearing reference number CFT-2024-00847, for the purpose of receiving, holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of this Agreement.
"Escrow Agent" means Continental Fiduciary Trust Company, a Delaware trust company, in its capacity as escrow agent hereunder, or any successor escrow agent appointed in accordance with Section 6.6.
"Escrow Funds" means, collectively, the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit, together with any and all interest, dividends, earnings, and other income earned thereon, as such amount may increase or decrease from time to time in accordance with the terms hereof.
"Joint Release Instructions" means written instructions substantially in the form attached hereto as Exhibit E, executed by both CBR and Lumen Ridge (or their respective authorized representatives as identified in Section 9.1 or as otherwise designated in writing), directing the Escrow Agent to release and disburse the Escrow Funds in accordance with the terms of this Agreement.
"LLC Agreement" means the Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023, by and between CBR and Lumen Ridge, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Lumen Ridge Escrow Deposit" means the amount of One Hundred Fifty Million Dollars ($150,000,000) deposited or to be deposited by Lumen Ridge into the Escrow Account in accordance with Section 3.2.
"Outside Date" means April 30, 2024, or such later date as the Depositors may mutually agree upon in writing and of which the Escrow Agent has received written notice, being the date after which, if the Closing has not occurred, either Depositor may request the return of its respective Escrow Deposit in accordance with Section 5.3.
"Tax Protection Agreement" means the Tax Protection Agreement, dated as of December 4, 2023, by and between the Company and CBR, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Transaction Documents" means, collectively, the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement, the Tax Protection Agreement, and this Agreement, together with all exhibits, schedules, and ancillary documents delivered in connection therewith.
Section 1.2 Interpretation. Unless the context of this Agreement otherwise requires:
(a) headings and captions are included for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement;
(b) words in the singular shall include the plural, and words in the plural shall include the singular;
(c) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole, including all Exhibits attached hereto, and not to any particular Article, Section, or provision hereof;
(d) references to an "Article," "Section," or "Exhibit" shall mean an Article, Section, or Exhibit of or to this Agreement, unless otherwise specified;
(e) the word "including" (and with correlative meaning, "include" and "includes") means including without limiting the generality of any description preceding or following such word, and shall be deemed to be followed by the phrase "without limitation";
(f) references to "dollars" or "$" shall mean United States dollars;
(g) references to any statute, rule, or regulation shall include any amendments, modifications, successor legislation, rules, or regulations thereto; and
(h) this Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware, as set forth more fully in Section 10.1.
ARTICLE II — APPOINTMENT OF ESCROW AGENT; ESTABLISHMENT OF ESCROW ACCOUNT
Section 2.1 Appointment. CBR and Lumen Ridge hereby jointly appoint Continental Fiduciary Trust Company as Escrow Agent to receive, hold, invest, and disburse the Escrow Funds in accordance with the terms and conditions of this Agreement, and Continental Fiduciary Trust Company hereby accepts such appointment and agrees to act as Escrow Agent upon the terms and conditions set forth herein. The Escrow Agent shall hold and dispose of the Escrow Funds solely in accordance with the provisions of this Agreement. The Escrow Agent's acceptance of its appointment hereunder shall be effective upon execution and delivery of this Agreement by the Escrow Agent.
Section 2.2 Establishment of Escrow Account. The Escrow Agent shall establish and maintain a segregated escrow account, bearing reference number CFT-2024-00847, at its offices located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801. The Escrow Account shall be maintained in the name of "Continental Fiduciary Trust Company, as Escrow Agent for Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC — Solstice Plateau Energy Holdings LLC Escrow." The Escrow Agent shall at all times maintain the Escrow Account as a segregated account, separate and apart from the general assets and other funds of the Escrow Agent and of any other person or entity. The Escrow Agent shall not commingle the Escrow Funds with any other funds held by the Escrow Agent or with its own funds.
Section 2.3 Tax Identification. The Escrow Account shall be established under Employer Identification Number 93-4158203, which is the EIN of the Company (Solstice Plateau Energy Holdings LLC), or such other taxpayer identification number as the Depositors may jointly designate in writing to the Escrow Agent. All interest, dividends, earnings, and other income on the Escrow Funds shall be reported for U.S. federal income tax purposes as provided in Section 7.1 of this Agreement. The Escrow Agent shall file or cause to be filed all applicable tax information returns (including, without limitation, IRS Forms 1099 or any successor forms) as required under applicable law in connection with the Escrow Account and the Escrow Funds, in each case utilizing the taxpayer identification number designated pursuant to this Section 2.3.
ARTICLE III — DEPOSIT OF ESCROW FUNDS
Section 3.1 CBR Deposit. CBR shall deposit, or cause to be deposited, the CBR Escrow Deposit in the amount of Sixty Million Dollars ($60,000,000) in immediately available funds into the Escrow Account by wire transfer in accordance with the wire instructions set forth in Exhibit A attached hereto. Such deposit shall be made no later than February 5, 2024, or such other date as the Depositors may mutually agree in writing and of which the Escrow Agent has received written notice. CBR shall provide the Escrow Agent with reasonable advance written notice of the expected date and time of such wire transfer. In the event the CBR Escrow Deposit is not received by the Escrow Agent on or before the date specified herein (as may be extended), the Escrow Agent shall promptly notify Lumen Ridge and CBR's counsel of such non-receipt. The Escrow Agent shall have no liability for any failure or delay in the receipt of the CBR Escrow Deposit.
Section 3.2 Lumen Ridge Deposit. Lumen Ridge shall deposit, or cause to be deposited, the Lumen Ridge Escrow Deposit in the amount of One Hundred Fifty Million Dollars ($150,000,000) in immediately available funds into the Escrow Account by wire transfer in accordance with the wire instructions set forth in Exhibit A attached hereto. Such deposit shall be made no later than February 5, 2024, or such other date as the Depositors may mutually agree in writing and of which the Escrow Agent has received written notice. Lumen Ridge shall provide the Escrow Agent with reasonable advance written notice of the expected date and time of such wire transfer. In the event the Lumen Ridge Escrow Deposit is not received by the Escrow Agent on or before the date specified herein (as may be extended), the Escrow Agent shall promptly notify CBR and Lumen Ridge's counsel of such non-receipt. The Escrow Agent shall have no liability for any failure or delay in the receipt of the Lumen Ridge Escrow Deposit.
Section 3.3 Confirmation of Deposits. Promptly upon receipt of each deposit into the Escrow Account, and in any event within one (1) Business Day following such receipt, the Escrow Agent shall confirm receipt of such deposit in writing (which may be by electronic mail) to the following persons:
(a) with respect to the CBR Escrow Deposit: (i) to CBR, at the address and to the attention of the person set forth in Section 9.1; and (ii) to CBR's outside counsel, Calderwood & Harkness LLP, 1000 Louisiana Street, Suite 5500, Houston, Texas 77002, Attention: James Prentice and Megan Chu;
(b) with respect to the Lumen Ridge Escrow Deposit: (i) to Lumen Ridge, at the address and to the attention of the person set forth in Section 9.1; and (ii) to Lumen Ridge's outside counsel, Haverford, Quinn & Steele LLP, 599 Lexington Avenue, 28th Floor, New York, New York 10022, Attention: Gregory Haverford III and Joanna Kline; and
(c) with respect to each deposit: to the other Depositor (and its respective counsel) to the extent that such deposit confirmation is relevant to the other Depositor's funding obligations or rights under the LLC Agreement.
Each such confirmation shall specify the date and time of receipt, the amount received, the identity of the depositing party, and the wire reference or transaction identification number associated with such transfer.
Section 3.4 Aggregate Escrow Funds. Upon receipt of both the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit, the aggregate principal amount of the Escrow Funds held in the Escrow Account shall be Two Hundred Ten Million Dollars ($210,000,000). The Escrow Agent shall promptly confirm to both Depositors (and their respective counsel) in writing that both deposits have been received and that the aggregate Escrow Funds are held in the Escrow Account. Thereafter, the Escrow Funds shall also include any and all interest, dividends, earnings, and other income earned thereon, as such amounts accrue from time to time in accordance with Article IV.
ARTICLE IV — INVESTMENT OF ESCROW FUNDS
Section 4.1 Investment. Pending release or other disbursement in accordance with Article V, the Escrow Agent shall invest and reinvest the Escrow Funds (including any interest and earnings thereon) in one or more of the following investments, as the Depositors may jointly direct in writing from time to time (or, in the absence of any such joint direction, in the investment described in clause (a) below):
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including, without limitation, United States Treasury bills, notes, and bonds), in each case maturing within ninety (90) days of the date of purchase;
(b) money market funds that invest exclusively in obligations described in clause (a) above, including, without limitation, funds rated in the highest rating category by at least one nationally recognized statistical rating organization (e.g., AAAmf by Standard & Poor's or Aaa-mf by Moody's Investors Service); or
(c) certificates of deposit or time deposits of Continental Fiduciary Trust Company or any nationally chartered bank or trust company organized and existing under the laws of the United States or any state thereof having combined capital and surplus in excess of One Billion Dollars ($1,000,000,000), in each case maturing within thirty (30) days of the date of purchase.
The Escrow Agent shall not be required to make any investment of the Escrow Funds except as directed in accordance with this Section 4.1. Any joint investment direction delivered by the Depositors shall be in writing, shall specify the type and amount of investment, and shall be signed by authorized representatives of both CBR and Lumen Ridge. The Escrow Agent shall implement any such joint investment direction as soon as reasonably practicable following receipt thereof, but in any event within two (2) Business Days. The Escrow Agent shall liquidate any investment of the Escrow Funds as necessary to make any disbursement required or permitted under Article V, and the Depositors acknowledge that any such liquidation may result in the receipt of less than the principal amount invested.
Section 4.2 Earnings. All interest, dividends, and other earnings on the Escrow Funds shall be credited to the Escrow Account promptly upon receipt, shall be added to and become part of the Escrow Funds, and shall be disbursed as part of the Escrow Funds in accordance with Article V. The Escrow Agent shall provide the Depositors with monthly statements reflecting all investment activity, earnings credited, balances held, and any fees or expenses deducted with respect to the Escrow Account.
Section 4.3 Investment Risk. The Depositors acknowledge and agree that the Escrow Agent shall not be liable for any diminution in value of the Escrow Funds, or any loss of principal or income on any investments made in accordance with this Article IV, resulting from market conditions, fluctuations in interest rates, the credit risk of any issuer or counterparty, or any other cause, except in cases of the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall have no obligation to maximize the return on the Escrow Funds or to select any particular investment from among those described in Section 4.1. The Depositors further acknowledge that the investments described in Section 4.1 may carry yields that are lower than those available from other investment vehicles and that the Escrow Agent shall not be responsible for any opportunity cost associated with such investments.
ARTICLE V — RELEASE AND DISBURSEMENT OF ESCROW FUNDS
Section 5.1 Release Upon Closing. Upon receipt by the Escrow Agent of Joint Release Instructions duly executed by authorized representatives of both CBR and Lumen Ridge (or their respective counsel duly authorized to execute such instructions on their behalf), the Escrow Agent shall, on the Closing Date (or such other date as may be specified in the Joint Release Instructions), release and disburse the Escrow Funds as follows:
(a) Disbursement to the Company. The aggregate Escrow Funds — consisting of the CBR Escrow Deposit of Sixty Million Dollars ($60,000,000), the Lumen Ridge Escrow Deposit of One Hundred Fifty Million Dollars ($150,000,000), and all accrued and unpaid interest, dividends, earnings, and other income thereon — shall be released by the Escrow Agent by wire transfer in immediately available funds to the operating account of Solstice Plateau Energy Holdings LLC maintained at Trident National Bank, N.A., located at 383 Madison Avenue, 12th Floor, New York, New York 10179, or to such other account or accounts of the Company as may be specified in the Joint Release Instructions. The Escrow Agent shall disburse the Escrow Funds in a single wire transfer, unless the Joint Release Instructions specify that the Escrow Funds are to be disbursed in multiple tranches or to multiple accounts.
(b) Wire Transfer Instructions. The wire transfer instructions for the disbursement of the Escrow Funds upon Closing shall be as set forth in the Joint Release Instructions and/or in Exhibit B attached hereto. In the event of any discrepancy between the wire instructions set forth in Exhibit B and those set forth in the Joint Release Instructions, the Joint Release Instructions shall control, provided that the Escrow Agent shall be entitled (but not obligated) to verify any changed wire instructions by telephonic callback or other commercially reasonable verification procedures prior to effecting such transfer.
(c) Timing of Disbursement. The Escrow Agent shall use commercially reasonable efforts to complete the wire transfer or transfers contemplated by this Section 5.1 on the same Business Day as the Escrow Agent's receipt of the Joint Release Instructions; provided, however, that if such Joint Release Instructions are received by the Escrow Agent after 12:00 p.m. (Eastern Time) on any Business Day, the Escrow Agent shall use commercially reasonable efforts to complete such wire transfer or transfers on the next succeeding Business Day. The Escrow Agent shall not be liable for any delay in effecting a wire transfer that is attributable to the processing schedules or procedures of the Fedwire Funds Service, the receiving bank, or any intermediary bank.
Section 5.2 Conditions to Release. The Depositors acknowledge and agree that the Escrow Agent shall have no obligation or responsibility to verify, investigate, or determine whether any or all of the conditions to Closing set forth in the LLC Agreement (including, without limitation, any regulatory approvals, third-party consents, environmental assessments, financing conditions, or other conditions precedent) have been satisfied, fulfilled, or waived. The Escrow Agent shall be entitled to rely exclusively and solely on Joint Release Instructions as conclusive and sufficient evidence that all conditions to the release of the Escrow Funds have been met, and the Escrow Agent shall have no liability to any Party or to any other person or entity for any disbursement of the Escrow Funds made in good faith reliance on Joint Release Instructions that the Escrow Agent reasonably believes to be genuine and duly authorized.
Section 5.3 Return of Escrow Funds Upon Termination. If the Closing has not occurred on or prior to the Outside Date (April 30, 2024), and this Agreement has not been extended by a written agreement duly executed by both Depositors (with a copy delivered to the Escrow Agent), then:
(a) Notice of Return. Either Depositor may, at any time after the Outside Date, deliver written notice to the Escrow Agent and the other Depositor requesting the return of such Depositor's Escrow Deposit, together with its pro rata share of earnings on the Escrow Funds (a "Return Notice"). A Return Notice delivered by one Depositor shall be deemed to constitute a request for the return of both Depositors' respective Escrow Deposits, and the Escrow Agent shall return both the CBR Escrow Deposit and the Lumen Ridge Escrow Deposit (together with their respective pro rata shares of earnings) simultaneously.
(b) Disbursement of Return Amounts. Within three (3) Business Days following the Escrow Agent's receipt of a Return Notice (provided that the Escrow Agent has not received written objection from the other Depositor within such three (3) Business Day period asserting that the Closing has occurred or that the Outside Date has been extended), the Escrow Agent shall return: (i) to CBR, the CBR Escrow Deposit of Sixty Million Dollars ($60,000,000), plus CBR's pro rata share of accrued and unpaid interest, dividends, earnings, and other income on the Escrow Funds, by wire transfer in immediately available funds to the account specified in Exhibit C attached hereto (or such other account as CBR may designate in writing); and (ii) to Lumen Ridge, the Lumen Ridge Escrow Deposit of One Hundred Fifty Million Dollars ($150,000,000), plus Lumen Ridge's pro rata share of accrued and unpaid interest, dividends, earnings, and other income on the Escrow Funds, by wire transfer in immediately available funds to the account specified in Exhibit C attached hereto (or such other account as Lumen Ridge may designate in writing).
(c) Calculation of Pro Rata Share. For purposes of this Section 5.3, each Depositor's pro rata share of earnings on the Escrow Funds shall be calculated based on each Depositor's proportionate share of the aggregate principal amount deposited into the Escrow Account. Accordingly, CBR's pro rata share shall be equal to the ratio of the CBR Escrow Deposit ($60,000,000) to the aggregate principal deposits ($210,000,000), or approximately 28.57%, and Lumen Ridge's pro rata share shall be equal to the ratio of the Lumen Ridge Escrow Deposit ($150,000,000) to the aggregate principal deposits ($210,000,000), or approximately 71.43%. The Escrow Agent shall calculate the exact amount of each Depositor's pro rata share of earnings as of the date of disbursement and shall provide a written accounting of such calculation to both Depositors.
Section 5.4 Disputed Release Instructions. If the Escrow Agent receives instructions from the Depositors that are conflicting, inconsistent, or ambiguous, or if the Escrow Agent receives a written objection from either Depositor to instructions delivered by the other Depositor, the Escrow Agent shall be entitled (and is hereby authorized) to refrain from taking any action and to continue to hold the Escrow Funds in the Escrow Account, without liability to any Party, until:
(a) the Escrow Agent receives Joint Release Instructions duly executed by authorized representatives of both CBR and Lumen Ridge, directing the disposition of the Escrow Funds;
(b) the Escrow Agent receives a certified copy of a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disposition of the Escrow Funds, accompanied by a written opinion of counsel to the Escrow Agent (or, at the Escrow Agent's election, of the prevailing Party's counsel, in form and substance reasonably satisfactory to the Escrow Agent) that such order, judgment, or decree is final and non-appealable; or
(c) the Escrow Agent deposits or transfers the Escrow Funds into a court of competent jurisdiction by way of an action in interpleader, in accordance with Section 6.5 hereof, and is thereby discharged from further obligations hereunder with respect to such deposited funds.
The Escrow Agent shall not be liable for any interest, losses, or damages resulting from its refusal to act in the event of conflicting or disputed instructions, and the Escrow Agent's costs and expenses (including reasonable attorneys' fees) incurred in connection with any such dispute shall be reimbursed by the Depositors in accordance with Section 6.4.
ARTICLE VI — ESCROW AGENT PROVISIONS
Section 6.1 Duties of Escrow Agent. The Escrow Agent shall have only those duties, responsibilities, and obligations as are expressly set forth in this Agreement, and no implied duties, responsibilities, or obligations shall be read into this Agreement. The Escrow Agent shall not be subject to, or required to comply with, any other agreement to which any Depositor is a party (including, without limitation, the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement, or the Tax Protection Agreement), even if reference thereto is made in this Agreement, and the Escrow Agent shall not be required to comply with any instruction, direction, or request of any Depositor except as expressly provided herein. The Escrow Agent acts as a depository and stakeholder only and is not responsible or liable for the sufficiency, correctness, genuineness, or validity of any document, instrument, instruction, notice, or other communication received by it, or for the identity or authority of any person purporting to execute or deliver any such document, instrument, instruction, notice, or communication.
Section 6.2 Reliance. The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any notice, instruction, request, consent, certificate, direction, statement, or other document or instrument that it in good faith believes to be genuine, to have been signed or presented by the proper person or persons, and to conform to the requirements of this Agreement. The Escrow Agent shall have no duty or obligation to make any independent investigation or inquiry as to the truth, accuracy, or completeness of any information furnished to it or to verify any statement or representation made by any Party. The Escrow Agent may consult with legal counsel of its own choosing (including internal counsel) in connection with any question or matter arising under or in connection with this Agreement, and the Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice or opinion of such counsel.
Section 6.3 Standard of Care; Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment, and the Escrow Agent shall incur no liability whatsoever to any Party, the Company, or any other person or entity, except for liability arising directly from the Escrow Agent's own gross negligence, willful misconduct, or material breach of this Agreement, in each case as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any loss, damage, cost, expense, or liability arising from or related to: (a) the insolvency, bankruptcy, receivership, or failure of any depositary institution, bank, broker, or other financial institution at which the Escrow Funds are deposited or invested in accordance with Article IV; (b) any act of God, war, terrorism, civil unrest, epidemic, pandemic, fire, flood, earthquake, natural disaster, power failure, communication failure, computer malfunction, or other force majeure event or circumstance beyond the Escrow Agent's reasonable control; (c) any failure or delay in the performance by any wire transfer system, clearing house, or other third-party payment processor; or (d) any change in applicable law, regulation, or governmental order occurring after the date of this Agreement.
Section 6.4 Indemnification. CBR and Lumen Ridge, jointly and severally (with each Depositor contributing fifty percent (50%) of any indemnified amounts), shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, affiliates, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements, expert fees, court costs, and costs of investigation) (collectively, "Losses") arising out of or in connection with the Escrow Agent's acceptance of appointment or the performance or non-performance of its duties under this Agreement, including, without limitation, any Losses arising from any legal proceeding relating to this Agreement or the Escrow Funds or from following any instruction or direction given to it hereunder; provided, however, that no Indemnified Party shall be entitled to indemnification under this Section 6.4 to the extent that such Losses are finally determined by a court of competent jurisdiction to have been caused by the Indemnified Party's own gross negligence or willful misconduct. The indemnification obligations set forth in this Section 6.4 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. In the event that the Escrow Agent becomes involved in litigation or dispute in connection with this Agreement, the Escrow Agent may, in its sole discretion, apply a portion of the Escrow Funds to pay its costs and expenses of defense, including reasonable attorneys' fees, subject to reimbursement by the Depositors.
Section 6.5 Interpleader. In the event of any dispute, disagreement, or uncertainty as to the Escrow Agent's duties or obligations hereunder, as to the proper interpretation or construction of any provision of this Agreement, or as to the identity of any person or entity entitled to receive all or any portion of the Escrow Funds, the Escrow Agent may, at its sole option and in its sole discretion, deposit or transfer all or any portion of the Escrow Funds with a court of competent jurisdiction in the State of Delaware and interplead all interested parties (including, without limitation, the Depositors, the Company, and any other claimant). Upon the filing of such interpleader action and the deposit of the Escrow Funds with the court, the Escrow Agent shall be fully and irrevocably released and discharged from any and all further obligations, duties, and liabilities under this Agreement with respect to the Escrow Funds so deposited, and the Depositors shall bear all costs and expenses (including the Escrow Agent's reasonable attorneys' fees) incurred in connection with such interpleader action.
Section 6.6 Resignation; Removal.
(a) Resignation. The Escrow Agent may resign from its duties hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to both Depositors. Such resignation shall not take effect until a successor escrow agent has been appointed and has accepted such appointment in accordance with this Section 6.6, or until the Escrow Funds have been deposited with a court of competent jurisdiction in accordance with this Section 6.6(c).
(b) Removal. Either Depositor may remove the Escrow Agent from its duties hereunder by delivering not less than thirty (30) days' prior written notice of such removal to the Escrow Agent and the other Depositor. Such removal shall not take effect until a successor escrow agent has been appointed and has accepted such appointment in accordance with this Section 6.6.
(c) Appointment of Successor. Upon the resignation or removal of the Escrow Agent, a successor escrow agent shall be appointed by the joint written instruction of CBR and Lumen Ridge, delivered to the resigning or removed Escrow Agent within thirty (30) days following the effective date of such resignation or removal notice. If no successor escrow agent is appointed and has accepted such appointment within such thirty (30) day period, the Escrow Agent may petition any court of competent jurisdiction in the State of Delaware for the appointment of a successor escrow agent, or, in the alternative, may deposit the Escrow Funds with such court, whereupon the Escrow Agent shall be fully and irrevocably released and discharged from all obligations hereunder with respect to the Escrow Funds so deposited. The Depositors shall bear all costs and expenses incurred by the Escrow Agent in connection with any such petition.
(d) Transfer to Successor. Upon the appointment and acceptance of a successor escrow agent, the resigning or removed Escrow Agent shall promptly deliver the Escrow Funds, together with all records and documentation relating to the Escrow Account, to such successor, and the resigning or removed Escrow Agent shall thereupon be released and discharged from all further duties and obligations under this Agreement (except for those obligations that expressly survive termination, resignation, or removal, including the indemnification obligations of the Depositors under Section 6.4).
Section 6.7 Compensation. The Escrow Agent shall be entitled to receive compensation for its services as Escrow Agent hereunder in accordance with the fee schedule set forth in Exhibit D attached hereto, as the same may be amended from time to time by written agreement among all Parties. In addition, the Escrow Agent shall be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of its duties hereunder, including, without limitation, legal fees and disbursements, postage, courier, telecommunications, and similar expenses. All Escrow Agent fees and reimbursable expenses shall be borne equally by CBR (fifty percent (50%)) and Lumen Ridge (fifty percent (50%)), and the Escrow Agent shall be entitled to deduct such fees and expenses from the Escrow Funds if they are not paid by the Depositors within thirty (30) days of invoice. The payment of fees and reimbursement of expenses shall not be conditioned on the closing or consummation of the transactions contemplated by the LLC Agreement.
ARTICLE VII — TAX MATTERS
Section 7.1 Tax Reporting. For United States federal income tax purposes, all interest, dividends, earnings, and other income earned on the Escrow Funds during the period in which such funds are held in the Escrow Account shall be reported as follows:
(a) To the extent the Escrow Funds are ultimately released to the Company (Solstice Plateau Energy Holdings LLC, EIN: 93-4158203) upon the Closing in accordance with Section 5.1, all interest and earnings on the Escrow Funds shall be reported as income of the Company, allocable to the taxable year(s) in which such interest and earnings were received or accrued, as applicable.
(b) To the extent any portion of the Escrow Funds (including any interest and earnings thereon) is returned to a Depositor pursuant to Section 5.3, the interest and earnings on the portion of the Escrow Funds so returned shall be reported as income of such Depositor, allocable to the taxable year(s) in which such interest and earnings were received or accrued, as applicable.
The Escrow Agent shall issue or cause to be issued appropriate IRS Forms 1099 (or any successor forms) as required by applicable law, reflecting the income allocable to the Company, CBR, or Lumen Ridge, as the case may be, in accordance with this Section 7.1. The Depositors shall cooperate with the Escrow Agent and shall provide such information as the Escrow Agent may reasonably request in connection with the preparation and filing of such tax information returns.
Section 7.2 Withholding. The Escrow Agent shall be entitled to deduct and withhold from any disbursement of the Escrow Funds (or any portion thereof) any amounts required to be deducted and withheld under the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, or any applicable state, local, or foreign tax law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the person or entity in respect of which such deduction and withholding was made. Each Depositor shall provide to the Escrow Agent a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (or such applicable substitute or successor form) upon execution of this Agreement, and shall promptly provide a new or updated Form W-9 upon any change in the information previously provided. In the event that a Depositor fails to provide a Form W-9 or other applicable tax form, the Escrow Agent shall be authorized to withhold from any disbursement to such Depositor at the applicable backup withholding rate then in effect.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.1 Representations and Warranties of CBR. CBR hereby represents and warrants to each of Lumen Ridge and the Escrow Agent as of the date hereof as follows:
(a) Organization and Good Standing. CBR is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas (Texas Secretary of State File Number: 0801647392). CBR has the full corporate power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement.
(b) Authorization. The execution, delivery, and performance by CBR of this Agreement have been duly authorized by all necessary corporate action on the part of CBR, including any required approval of its board of directors and/or shareholders, and no other corporate proceedings on the part of CBR are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by CBR and constitutes the legal, valid, and binding obligation of CBR, enforceable against CBR in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (whether applied in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance by CBR of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of CBR's certificate of incorporation or bylaws (or similar organizational documents), (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) result in a breach of, or default under, any material agreement or instrument to which CBR is a party or by which CBR or any of its assets is bound.
Section 8.2 Representations and Warranties of Lumen Ridge. Lumen Ridge hereby represents and warrants to each of CBR and the Escrow Agent as of the date hereof as follows:
(a) Organization and Good Standing. Lumen Ridge is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Lumen Ridge has the full limited liability company power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement.
(b) Authorization. The execution, delivery, and performance by Lumen Ridge of this Agreement have been duly authorized by all necessary limited liability company action on the part of Lumen Ridge, including any required approval of its members, managers, or other governing body, and no other proceedings on the part of Lumen Ridge are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Lumen Ridge and constitutes the legal, valid, and binding obligation of Lumen Ridge, enforceable against Lumen Ridge in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (whether applied in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance by Lumen Ridge of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of Lumen Ridge's certificate of formation, limited liability company agreement, or other organizational documents, (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) result in a breach of, or default under, any material agreement or instrument to which Lumen Ridge is a party or by which Lumen Ridge or any of its assets is bound.
Section 8.3 Representations and Warranties of Escrow Agent. Continental Fiduciary Trust Company hereby represents and warrants to each of CBR and Lumen Ridge as of the date hereof as follows:
(a) Organization and Good Standing. Continental Fiduciary Trust Company is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly authorized to exercise trust and fiduciary powers under the laws of the State of Delaware.
(b) Authorization. The execution, delivery, and performance by the Escrow Agent of this Agreement have been duly authorized by all necessary corporate or other organizational action on the part of the Escrow Agent, and no other proceedings on the part of the Escrow Agent are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) No Conflicts. The performance by the Escrow Agent of its duties and obligations under this Agreement does not and will not violate, conflict with, or result in a breach of (i) any provision of the Escrow Agent's certificate of incorporation, charter, bylaws, or other organizational documents, (ii) any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) any agreement, instrument, license, or permit to which the Escrow Agent is a party or by which the Escrow Agent or any of its assets is bound.
ARTICLE IX — NOTICES
Section 9.1 Notices. All notices, instructions, requests, consents, directions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with proof of delivery); or (c) when delivered by electronic mail (with written confirmation of receipt by the recipient, which confirmation may be by reply email, provided that an automated "out of office" or "read receipt" response shall not, standing alone, constitute confirmation of receipt). All such notices and communications shall be addressed as follows:
If to CBR:
Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006
Attention: Rebecca Whitfield, General Counsel
Email: rwhitfield@calloway-briggs.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to Lumen Ridge:
Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, Connecticut 06901
Attention: Amanda Prescott, General Counsel & Chief Compliance Officer
Email: aprescott@lumenridge.com
with a copy (which shall not constitute notice) to:
Haverford, Quinn & Steele LLP 599 Lexington Avenue, 28th Floor New York, New York 10022
Attention: Gregory Haverford III
Email: ghaverford@hqslaw.com
If to Escrow Agent:
Continental Fiduciary Trust Company 1105 North Market Street, Suite 1200 Wilmington, Delaware 19801
Attention: Escrow Administration
Reference: CFT-2024-00847
Email: escrowadmin@continentalfiduciary.com
Section 9.2 Change of Address. Any Party may change its address, email address, or the person to whose attention notices are to be directed by giving written notice of such change to each of the other Parties in accordance with this Section 9.1. Any such change shall be effective upon receipt by the other Parties.
ARTICLE X — MISCELLANEOUS
Section 10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, principle, or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 10.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any state or federal court of competent jurisdiction located in Wilmington, Delaware), and each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction and venue of such courts for the purposes of any such action, suit, or proceeding. Each Party irrevocably waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 10.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUNDS, THE ESCROW ACCOUNT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.
Section 10.4 Entire Agreement. This Agreement, including all Exhibits attached hereto and incorporated herein by reference (Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and representations, whether oral or written, with respect to such subject matter. No Party has relied on any representation, warranty, covenant, or agreement not expressly set forth in this Agreement.
Section 10.5 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by CBR, Lumen Ridge, and the Escrow Agent. No oral modification of this Agreement shall be effective, and no course of dealing or trade usage shall operate to amend or modify this Agreement.
Section 10.6 Assignment. No Party may assign, transfer, pledge, hypothecate, or otherwise dispose of any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties; provided, however, that the Escrow Agent may assign its rights and obligations hereunder to a successor escrow agent appointed in accordance with Section 6.6 without the consent of the Depositors. Any attempted assignment in violation of this Section 10.6 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 10.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, or by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, each Party waives any provision of law that renders any provision of this Agreement invalid, illegal, or unenforceable in any respect, and the Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the original provision.
Section 10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, by email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be equally as effective as delivery of a manually executed original counterpart. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.
Section 10.9 Third-Party Beneficiaries. Except as expressly provided in this Section 10.9, nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person or entity (other than the Parties hereto and their respective successors and permitted assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that Solstice Plateau Energy Holdings LLC (the "Company") shall be an express third-party beneficiary of Section 5.1 of this Agreement and shall have the right (but not the obligation) to enforce the provisions of Section 5.1 directly against the Escrow Agent as if the Company were a party to this Agreement, solely with respect to the Company's right to receive the Escrow Funds upon the Closing.
Section 10.10 No Waiver. The failure of any Party to enforce at any time any right, remedy, or provision of this Agreement shall not constitute a waiver of such right, remedy, or provision or of any other right, remedy, or provision of this Agreement at any time. No single or partial exercise of any right, remedy, or power hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the Party against whom such waiver is sought to be enforced, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given.
Section 10.11 Termination. This Agreement shall terminate automatically, without further action by any Party, upon the earliest to occur of:
(a) the release of all Escrow Funds from the Escrow Account in accordance with Article V (whether by disbursement to the Company pursuant to Section 5.1 or by return to the Depositors pursuant to Section 5.3); or
(b) the deposit of the Escrow Funds with a court of competent jurisdiction by way of an interpleader action pursuant to Section 6.5;
provided, however, that notwithstanding any such termination, the following provisions shall survive and remain in full force and effect: (i) the indemnification obligations of the Depositors set forth in Section 6.4, (ii) the provisions of Article VII (Tax Matters), (iii) the provisions of this Article X (Miscellaneous), and (iv) any other provision of this Agreement that by its nature or express terms is intended to survive termination. The termination of this Agreement shall not relieve any Party of any liability for any breach of this Agreement occurring prior to such termination.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO ESCROW AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Margaret Calloway
Title: Chairwoman & Chief Executive Officer
Date: December 4, 2023
SIGNATURE PAGE TO ESCROW AGREEMENT
LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC
By: ________
Name: Nathaniel Forsythe
Title: Managing Partner
Date: December 4, 2023
SIGNATURE PAGE TO ESCROW AGREEMENT
CONTINENTAL FIDUCIARY TRUST COMPANY
By: ________
Name: Victoria Chen-Ramirez
Title: Vice President, Escrow Administration
Date: December 4, 2023
EXHIBIT A
WIRE INSTRUCTIONS FOR DEPOSITS INTO ESCROW ACCOUNT
All deposits of Escrow Funds into the Escrow Account shall be made by wire transfer in immediately available United States dollars in accordance with the following instructions:
Escrow Account Details:
Deposits:
Each Depositor shall include in the wire transfer reference field the following identifying information: (a) the Depositor's name, (b) the reference "CFT-2024-00847," and (c) the notation "Solstice Plateau Energy Holdings LLC Escrow — Initial Capital Contribution."
The Escrow Agent shall confirm receipt of each deposit in accordance with Section 3.3 of the Agreement.
EXHIBIT B
WIRE INSTRUCTIONS FOR DISBURSEMENT UPON CLOSING
Upon receipt of Joint Release Instructions in accordance with Section 5.1 of the Agreement, the Escrow Agent shall disburse the Escrow Funds by wire transfer in immediately available United States dollars to the following account (or to such other account as may be specified in the Joint Release Instructions):
Recipient Account Details:
Disbursement Amount: The full amount of the Escrow Funds held in the Escrow Account as of the date of disbursement, consisting of the aggregate principal deposits of Two Hundred Ten Million Dollars ($210,000,000.00), plus all accrued and unpaid interest, dividends, earnings, and other income thereon.
The wire transfer reference field shall include the notation: "CFT-2024-00847 — Closing Disbursement — Solstice Plateau Energy Holdings LLC — Initial Capital Contributions."
In the event the Joint Release Instructions specify wire instructions that differ from those set forth above, the Escrow Agent shall follow the instructions set forth in the J

ESCROW AGREEMENT

RECITALS

SIGNATURE PAGE TO ESCROW AGREEMENT

CALLOWAY-BRIGGS RENEWABLES INC.

SIGNATURE PAGE TO ESCROW AGREEMENT

LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC

SIGNATURE PAGE TO ESCROW AGREEMENT

CONTINENTAL FIDUCIARY TRUST COMPANY

EXHIBIT A

WIRE INSTRUCTIONS FOR DEPOSITS INTO ESCROW ACCOUNT

EXHIBIT B

WIRE INSTRUCTIONS FOR DISBURSEMENT UPON CLOSING

Record

Parties

Dates

Amounts