1015-00005 · Calloway-Briggs Renewables Inc · Correspondence

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CALDERWOOD & HARKNESS LLP

ATTORNEYS AT LAW

600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

New York · Houston · Washington, D.C. · London · Hong Kong

Houston Office: 1000 Louisiana Street, Suite 3800, Houston, TX 77002

November 27, 2023

VIA EMAIL AND OVERNIGHT COURIER

Patricia Whitfield, Esq. Senior Partner Whitfield & Ayers LLP 51 West 52nd Street New York, NY 10019

Roland Thornberry, Esq. Partner Thornberry Mack LLP 280 Trumbull Street, Suite 1200 Hartford, CT 06103

Re: Solstice Portfolio Tax-Equity and Transferable Credit Financing — Extension of Closing Date

Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated September 21, 2023, among CBR Solstice Manager, LLC and Ridgeline Capital Partners, LLC (the "LLCA")

Tax Credit Purchase Agreement, dated September 21, 2023, between Calloway-Briggs Renewables Inc. and Pinehurst Insurance Group, Inc. (the "TCPA")

Capital Contribution Agreement, dated September 21, 2023, between Ridgeline Capital Partners, LLC and Solstice Holdings, LLC (the "Capital Contribution Agreement")

Related ancillary transaction documents (collectively, with the LLCA, the TCPA, and the Capital Contribution Agreement, the "Transaction Documents")

C&H Matter No. 1015-00005

Dear Patricia and Roland:

I. Purpose of This Letter

As you are aware, Calderwood & Harkness LLP represents Calloway-Briggs Renewables Inc. ("CBR") in connection with the above-referenced tax-equity and transferable tax-credit financing of the Solstice Portfolio (the "Transaction"). We are writing on behalf of CBR to formally notify Ridgeline Capital Partners, LLC ("Ridgeline"), through its counsel Whitfield & Ayers LLP, and Pinehurst Insurance Group, Inc. ("Pinehurst"), through its counsel Thornberry Mack LLP, that the closing of the Transaction (the "Closing"), originally scheduled for November 30, 2023, will be extended to December 8, 2023 (the "Revised Closing Date").

We respectfully request that Whitfield & Ayers relay this notification to its client, Ridgeline, and specifically to the attention of Jonathan Kessler, Samara Okonkwo, and David Lim. Similarly, we request that Thornberry Mack relay this notification to Pinehurst, and specifically to the attention of Gerald Fontaine, Catherine Moreau, and Alec Drummond.

The purpose of this letter is to explain the basis for the extension, to confirm the status of all other conditions precedent to Closing, to provide a revised funding timeline, and to identify certain action items for each of your firms and their respective clients.

II. Reason for Delay — Amistad Solar Interconnection

As the parties are aware, the Solstice Portfolio comprises seven utility-scale solar photovoltaic projects totaling approximately 420 MW(dc) of installed capacity, located across the states of Texas and New Mexico. Six of the seven projects have achieved commercial operation and have received all required interconnection confirmations from the applicable grid operators and interconnecting utilities, as follows:

Each of the foregoing projects has received its final interconnection confirmation from the relevant grid operator (the Electric Reliability Council of Texas ("ERCOT") for the Texas-sited projects, and the applicable interconnecting utility and transmission provider for the New Mexico-sited projects), and no further interconnection-related conditions precedent remain outstanding with respect to these six projects.

The seventh project, Amistad Solar, LLC (45 MW, Val Verde County, Texas), achieved commercial operation on November 18, 2023. However, as of the date of this letter, final grid interconnection confirmation from ERCOT for the Amistad project remains pending. Although the Amistad facility is fully constructed, has been energized, and is currently producing electricity and delivering energy to the ERCOT grid, the formal ERCOT interconnection confirmation process requires an additional review period before the final written confirmation can be issued.

CBR's engineering team, together with the project's engineering, procurement, and construction contractor, Vasquez Brothers Construction, Inc. (the "EPC Contractor"), and the independent engineer, Meridian Technical Advisors, LLC (under the supervision of Dr. Rajan Mehta), have confirmed that the Amistad facility has satisfied all technical requirements for interconnection. The remaining delay is attributable solely to ERCOT's administrative review and processing timeline, which is outside of CBR's direct control. CBR's Vice President of Project Finance, Priya Anand, and Chief Financial Officer, Theo Vasquez, have been in direct and ongoing communication with ERCOT's generation interconnection group and have received assurances that the final interconnection confirmation for Amistad Solar is expected to be issued no later than December 5, 2023. Receipt of that confirmation on or before December 5, 2023 would allow the Closing to proceed on the Revised Closing Date of December 8, 2023, with a three-day buffer for final document assembly and execution.

The eight-day extension of the Closing date — from November 30, 2023 to December 8, 2023 — is necessary to ensure that the condition precedent set forth in each of the LLCA (Section 7.1(f)), the TCPA (Section 5.1(e)), and the Capital Contribution Agreement (Section 4.1(d)), each requiring that all projects in the Solstice Portfolio have achieved commercial operation and received interconnection confirmation from the applicable grid operator, is fully and unconditionally satisfied prior to Closing. CBR is not aware of any technical, regulatory, or contractual impediment that would prevent the timely receipt of ERCOT's interconnection confirmation for the Amistad project, and CBR will promptly notify all parties upon receipt of such confirmation.

III. Status of All Other Conditions Precedent

CBR confirms that, as of the date of this letter, all other conditions precedent to Closing under the Transaction Documents have been satisfied or remain on track for timely satisfaction by the Revised Closing Date, including without limitation the following:

(a) Execution and Delivery of All Transaction Documents. All Transaction Documents were duly executed and delivered by the respective parties on the signing date of September 21, 2023. No amendments, supplements, or modifications to the Transaction Documents have been executed since that date, and none are contemplated in connection with the extension of the Closing date, other than as may be reflected in any written consent or acknowledgment provided by the parties in response to this letter.

(b) Commercial Operation of All Seven Projects. As described in Section II above, all seven projects in the Solstice Portfolio have achieved commercial operation. The final project, Amistad Solar, LLC, achieved COD on November 18, 2023. The only outstanding item with respect to this condition precedent is the receipt of ERCOT's formal interconnection confirmation for the Amistad project, which is expected by December 5, 2023.

(c) Independent Engineer Report. Meridian Technical Advisors, LLC (Dr. Rajan Mehta, lead engineer) has delivered its final energy-yield assessments and construction monitoring reports for all seven projects in the Solstice Portfolio. These reports have been circulated to counsel for Ridgeline and Pinehurst for review. No material qualifications, exceptions, or adverse findings were noted in any of the independent engineer's deliverables.

(d) Appraisal. Greystone Worthington, LLC, acting through Helen Farber as lead appraiser, has delivered the independent investment tax credit ("ITC") basis appraisal and fair market value analysis supporting the aggregate eligible basis for the Solstice Portfolio of $384,600,000. The appraisal has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice and complies with all requirements set forth in the Transaction Documents. The appraisal report has been made available to counsel for Ridgeline and Pinehurst.

(e) Tax Opinions. Calderwood & Harkness's tax opinion letters are in substantially final form and will be delivered at Closing. These consist of (i) the tax opinion letter addressed to Ridgeline addressing the availability of investment tax credits under Section 48 of the Internal Revenue Code of 1986, as amended, the validity of partnership allocations of tax credits and taxable income (loss) under Sections 704(b) and 704(c), and the mechanics and timing of the partnership flip, and (ii) the tax opinion letter addressed to Pinehurst addressing the validity and effectiveness of the election under Section 6418 of the Code to transfer specified portions of the ITCs generated by the Solstice Portfolio to Pinehurst as a transferee taxpayer. Both opinions are conditioned on the customary assumptions and qualifications, and we do not anticipate any changes to the substance of either opinion as a result of the eight-day extension of the Closing date.

(f) Legal Opinion. Calderwood & Harkness's legal opinion letter, addressed to Ridgeline and Pinehurst, covering due authorization, valid existence, enforceability of the Transaction Documents, and absence of conflicts for each of CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC, is in substantially final form and will be delivered at Closing. The opinion is subject to customary assumptions, exceptions, and qualifications.

(g) Secretary's Certificates and Officer's Closing Certificates. Secretary's certificates and officer's closing certificates for CBR and CBR Solstice Manager, LLC have been prepared in substantially final form and are ready for execution by authorized officers on the Revised Closing Date. These certificates will include, among other things, certifications as to the accuracy of representations and warranties, compliance with covenants, and incumbency of authorized signatories.

(h) Insurance Compliance. Sentinel Underwriters, Inc. (Laura Jennings, account manager) has confirmed that all insurance policies placed with Fortis Indemnity Company (covering property and casualty risks for all seven projects) and performance bonds issued by Ironclad Surety Corp. are in full force and effect and satisfy the insurance requirements set forth in the LLCA and the TCPA. Ridgeline and Pinehurst have been named as additional insureds and loss payees, as applicable, under the relevant policies, and evidence of such endorsements has been provided to counsel for each party.

(i) UCC/Lien Matters. Uniform Commercial Code and lien searches have been completed in the states of Delaware, Texas, and New Mexico as required under the Transaction Documents. The search results identified existing UCC financing statement filings by Osprey National Bank, N.A. in connection with the construction credit facility (Agreement No. ONB-PF-2022-0341). These existing filings are consistent with, and have been accounted for in, the intercreditor arrangements among CBR, Osprey National Bank, Ridgeline, and Pinehurst, and do not constitute a breach of any representation, warranty, or covenant under the Transaction Documents. No other material liens, encumbrances, or adverse claims were identified in the search results.

(j) Escrow. Clearwater Escrow Services, Inc. (James Harding, escrow officer) has confirmed that escrow account number CES-2023-80114 has been duly established and is ready to receive deposits in accordance with the Escrow Agreement. Pinehurst's credit purchase price of $55,200,000 is to be deposited into the escrow account five (5) business days prior to the Revised Closing Date (as further discussed in Section IV below). Ridgeline's first tranche capital contribution of $96,000,000 will be deposited in accordance with the terms of the Escrow Agreement and released upon satisfaction of the release conditions at Closing.

(k) CBR Manager Capital Contribution. CBR Solstice Manager, LLC's capital contribution of $2,400,000 to Solstice Holdings, LLC has been funded into the Solstice Holdings operating account, as confirmed by wire transfer receipt dated October 2, 2023. This condition precedent has been fully satisfied.

(l) Regulatory and Permitting Compliance. All material governmental permits, licenses, authorizations, and approvals required for the construction, ownership, and operation of the Solstice Portfolio have been obtained for all seven projects. With respect to the Amistad project, all permits are in hand; the only remaining outstanding item is the ERCOT interconnection confirmation discussed in Section II above.

(m) Back-Leverage Arrangements. Osprey National Bank, N.A. (Frank DiNapoli, Managing Director, and Anita Reyes, Vice President) has confirmed its readiness to execute the back-leverage intercreditor and consent agreement and to accept the pledge of CBR's managing member interest in Solstice Holdings, LLC in connection with the $68,000,000 back-leverage term loan (Agreement No. ONB-PF-2023-0587). Osprey has indicated that the eight-day extension of the Closing date does not affect its internal credit approval or its readiness to fund the back-leverage facility on the Revised Closing Date.

In summary, the only condition precedent that remains outstanding is the receipt of ERCOT's final interconnection confirmation for the Amistad Solar project, and CBR is confident, based on its ongoing communications with ERCOT, that this confirmation will be received in advance of the Revised Closing Date.

IV. Revised Funding Timeline

As a result of the extension of the Closing date, the following revised funding timeline will apply:

With respect to the Pinehurst escrow deposit, we note that, calculated on a business-day basis, five business days prior to December 8, 2023 falls on either November 30, 2023 or December 1, 2023, depending on whether the Thanksgiving holiday weekend (November 23–24, 2023) is taken into account for purposes of the business-day calculation. We would appreciate confirmation from Thornberry Mack as to Pinehurst's intended deposit date and request that the deposit be made no later than December 1, 2023, to ensure adequate time for Clearwater to confirm receipt and clear funds in advance of the Revised Closing Date.

With respect to Ridgeline's second tranche capital contribution of $24,000,000, we note the following: under Section 3.2(b) of the Capital Contribution Agreement, the second tranche is due within sixty (60) days of the date on which the final project in the Solstice Portfolio achieves commercial operation. Because Amistad Solar achieved COD on November 18, 2023, the sixty-day period yields a second tranche due date of January 17, 2024. However, as the parties previously agreed in the side letter dated October 12, 2023, the second tranche due date has been extended to February 6, 2024, and this extended date remains in effect. We emphasize that the eight-day Closing delay does not affect the Ridgeline second tranche timeline in any way, as the second tranche obligation runs from the final COD date (November 18, 2023), not from the Closing date.

Finally, for modeling and economic purposes, the weighted-average commercial operation date for the Solstice Portfolio remains October 25, 2023 (calculated on a capacity-weighted basis across all seven projects), and the projected partnership flip date of Q4 2028 (approximately 5.0 years following the weighted-average COD) is unaffected by the Closing date extension.

V. Impact on Transaction Economics

CBR confirms that the eight-day extension of the Closing date does not alter any material economic term of the Transaction. Specifically:

• Tax-equity commitment: Ridgeline's aggregate capital commitment to Solstice Holdings, LLC remains $120,000,000 (comprising the $96,000,000 first tranche and the $24,000,000 second tranche), as set forth in the Capital Contribution Agreement.

• Transferable credits sold: The face value of the investment tax credits being transferred to Pinehurst under the TCPA remains $60,000,000, at a purchase price of $0.92 per dollar of credit, yielding aggregate cash proceeds to CBR (through Solstice Holdings, LLC) of $55,200,000.

• Total ITCs generated: The total investment tax credits generated by the Solstice Portfolio remain $153,840,000, calculated as $384,600,000 aggregate eligible basis multiplied by the 40% ITC rate (comprising the base 30% rate under Section 48(a) plus the 10% energy community bonus credit adder).

• Ridgeline target after-tax yield: Ridgeline's target after-tax yield of 7.25% IRR is unchanged.

• Partnership flip allocations: All partnership flip allocations under the LLCA remain unchanged, specifically: (i) 99%/1% (Ridgeline/CBR Solstice Manager) for pre-flip taxable income, gain, loss, deduction, and credit allocations; (ii) 30%/70% (Ridgeline/CBR Solstice Manager) for pre-flip cash distributions; and (iii) 5%/95% (Ridgeline/CBR Solstice Manager) for post-flip allocations and distributions.

• ITC indemnity: The ITC indemnity cap under the Tax Indemnity Agreement remains $69,000,000, equal to 125% of the Pinehurst credit purchase price of $55,200,000. The indemnity obligations and the scope of indemnified events are unchanged.

• CBR purchase option: CBR's option to purchase Ridgeline's post-flip membership interest at fair market value (with a floor price of $1.00), exercisable within the 180-day window following the partnership flip date, remains unchanged.

In addition, CBR confirms that the placed-in-service dates for all seven projects in the Solstice Portfolio remain in tax year 2023. The Closing date extension to December 8, 2023 does not affect the placed-in-service analysis, as the placed-in-service determination is based on the date each project was completed and available for its intended use (i.e., the COD dates set forth in Section II above), not the Closing date. Accordingly, the eight-day delay does not jeopardize ITC eligibility for the 2023 tax year, and the analysis set forth in Calderwood & Harkness's draft tax opinion letters remains unaffected.

VI. Action Items and Requests of Counsel

In light of the foregoing, we respectfully request the following:

1. Ridgeline Acknowledgment and Consent. We request that Whitfield & Ayers confirm, on behalf of Ridgeline Capital Partners, LLC, Ridgeline's acknowledgment of and consent to the extension of the Closing date to the Revised Closing Date of December 8, 2023. We ask that this confirmation be provided at the earliest practicable date, and in any event no later than November 29, 2023, so that the revised timeline can be communicated to all parties and service providers.

2. Pinehurst Acknowledgment and Consent. We request that Thornberry Mack confirm, on behalf of Pinehurst Insurance Group, Inc., Pinehurst's acknowledgment of and consent to the Revised Closing Date, and that Pinehurst adjust the timing for its escrow deposit of $55,200,000 accordingly. As noted in Section IV above, the deposit should be made no later than December 1, 2023 (five business days prior to the Revised Closing Date). We would appreciate written confirmation of the expected deposit date.

3. Notification to Osprey National Bank. We request that both Whitfield & Ayers and Thornberry Mack relay this notification to Osprey National Bank, N.A. (to the attention of Frank DiNapoli and Anita Reyes) to the extent required under the construction credit facility, the back-leverage term loan, or any related intercreditor arrangement. Calderwood & Harkness will also communicate directly with Osprey regarding the revised Closing timeline, but we wish to ensure that all parties with notification obligations under the Transaction Documents are acting in coordination.

4. Clearwater Escrow Services. Calderwood & Harkness will separately communicate with Clearwater Escrow Services, Inc. (James Harding) regarding the revised escrow release timing and any required amendments or instructions with respect to escrow account CES-2023-80114.

5. Conference Call to Coordinate Revised Closing Logistics. We suggest that a conference call be scheduled among the deal teams at the earliest mutually convenient time to coordinate the revised closing logistics, discuss any open items or questions, and confirm the revised closing checklist. For purposes of scheduling and day-to-day coordination, the following individuals should serve as primary points of contact:

• Calderwood & Harkness LLP: Leila Nazari (Associate) — (212) 558-4237 / lnazari@calderwoodharkness.com

• Whitfield & Ayers LLP: Kenji Watanabe (Senior Associate)

• Thornberry Mack LLP: Gwen Schaefer (Associate)

We ask that each firm provide prompt written confirmation of the matters set forth above, ideally by email to the undersigned and to Leila Nazari, with a follow-up hard copy if required under the notice provisions of the applicable Transaction Documents.

VII. Reservation of Rights

This letter is not intended to, and shall not be deemed to, waive, modify, amend, or otherwise alter any rights, remedies, or obligations of CBR, CBR Solstice Manager, LLC, or Solstice Holdings, LLC under the Transaction Documents, except as expressly set forth herein with respect to the extension of the Closing date from November 30, 2023 to December 8, 2023. All representations, warranties, covenants, agreements, and conditions precedent contained in the LLCA, the TCPA, the Capital Contribution Agreement, and the other Transaction Documents remain in full force and effect and are not modified or affected by this letter or by the extension of the Closing date.

CBR expressly reserves the right to further extend or modify the Closing date only in accordance with the terms and conditions of the applicable Transaction Documents, including without limitation any provisions governing extensions of the outside date for Closing and any notice requirements associated therewith. Nothing in this letter shall be construed as a waiver of any right of CBR to enforce any provision of the Transaction Documents or to exercise any remedy available to CBR thereunder or under applicable law.

We appreciate your clients' cooperation and flexibility in accommodating this brief extension. The delay is modest in scope, attributable to a single administrative item that is expected to be resolved well in advance of the Revised Closing Date, and does not affect any material term or condition of the Transaction. Please do not hesitate to contact me directly or Leila Nazari if you have any questions or wish to discuss any aspect of this letter or the revised Closing timeline.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner

Direct Dial: (212) 558-4185

Email: lcross@calderwoodharkness.com

cc:

Marcus Calloway, Chairman & CEO, Calloway-Briggs Renewables Inc. Theo Vasquez, CFO, Calloway-Briggs Renewables Inc. Priya Anand, VP, Project Finance, Calloway-Briggs Renewables Inc. Sylvia Hartwell, Partner, Calderwood & Harkness LLP Leila Nazari, Associate, Calderwood & Harkness LLP Monica Chu, Partner, Calderwood & Harkness LLP Nathan Ayers, Partner, Whitfield & Ayers LLP Kenji Watanabe, Senior Associate, Whitfield & Ayers LLP Gwen Schaefer, Associate, Thornberry Mack LLP

Enclosures: None

Project Entity	Capacity (MW(dc))	Location	Commercial Operation Date
Cimarron Solar, LLC	50 MW	Lea County, NM	September 30, 2023
Pecos Sun Solar, LLC	85 MW	Reeves County, TX	October 15, 2023
Sandoval Ridge Solar, LLC	50 MW	Sandoval County, NM	October 20, 2023
Red Mesa Solar, LLC	70 MW	Pecos County, TX	October 28, 2023
Coyote Flats Solar, LLC	65 MW	Ward County, TX	November 5, 2023
Llano Verde Solar, LLC	55 MW	Hudspeth County, TX	November 12, 2023
Event	Original Date	Revised Date
Closing	November 30, 2023	December 8, 2023
Ridgeline first tranche capital contribution ($96,000,000) — release from Clearwater escrow	November 30, 2023	December 8, 2023
Pinehurst credit purchase price ($55,200,000) — release from Clearwater escrow upon delivery of executed Transfer Election Statements and closing certificate	November 30, 2023	December 8, 2023
Pinehurst escrow deposit of $55,200,000 (5 business days prior to Closing)	November 22, 2023	November 30, 2023 / December 1, 2023 (see note below)

CALDERWOOD & HARKNESS LLP
ATTORNEYS AT LAW
600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
New York · Houston · Washington, D.C. · London · Hong Kong
Houston Office: 1000 Louisiana Street, Suite 3800, Houston, TX 77002
November 27, 2023
VIA EMAIL AND OVERNIGHT COURIER
Patricia Whitfield, Esq. Senior Partner Whitfield & Ayers LLP 51 West 52nd Street New York, NY 10019
Roland Thornberry, Esq. Partner Thornberry Mack LLP 280 Trumbull Street, Suite 1200 Hartford, CT 06103
Re: Solstice Portfolio Tax-Equity and Transferable Credit Financing — Extension of Closing Date
Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated September 21, 2023, among CBR Solstice Manager, LLC and Ridgeline Capital Partners, LLC (the "LLCA")
Tax Credit Purchase Agreement, dated September 21, 2023, between Calloway-Briggs Renewables Inc. and Pinehurst Insurance Group, Inc. (the "TCPA")
Capital Contribution Agreement, dated September 21, 2023, between Ridgeline Capital Partners, LLC and Solstice Holdings, LLC (the "Capital Contribution Agreement")
Related ancillary transaction documents (collectively, with the LLCA, the TCPA, and the Capital Contribution Agreement, the "Transaction Documents")
C&H Matter No. 1015-00005
Dear Patricia and Roland:
I. Purpose of This Letter
As you are aware, Calderwood & Harkness LLP represents Calloway-Briggs Renewables Inc. ("CBR") in connection with the above-referenced tax-equity and transferable tax-credit financing of the Solstice Portfolio (the "Transaction"). We are writing on behalf of CBR to formally notify Ridgeline Capital Partners, LLC ("Ridgeline"), through its counsel Whitfield & Ayers LLP, and Pinehurst Insurance Group, Inc. ("Pinehurst"), through its counsel Thornberry Mack LLP, that the closing of the Transaction (the "Closing"), originally scheduled for November 30, 2023, will be extended to December 8, 2023 (the "Revised Closing Date").
We respectfully request that Whitfield & Ayers relay this notification to its client, Ridgeline, and specifically to the attention of Jonathan Kessler, Samara Okonkwo, and David Lim. Similarly, we request that Thornberry Mack relay this notification to Pinehurst, and specifically to the attention of Gerald Fontaine, Catherine Moreau, and Alec Drummond.
The purpose of this letter is to explain the basis for the extension, to confirm the status of all other conditions precedent to Closing, to provide a revised funding timeline, and to identify certain action items for each of your firms and their respective clients.
II. Reason for Delay — Amistad Solar Interconnection
As the parties are aware, the Solstice Portfolio comprises seven utility-scale solar photovoltaic projects totaling approximately 420 MW(dc) of installed capacity, located across the states of Texas and New Mexico. Six of the seven projects have achieved commercial operation and have received all required interconnection confirmations from the applicable grid operators and interconnecting utilities, as follows:
Each of the foregoing projects has received its final interconnection confirmation from the relevant grid operator (the Electric Reliability Council of Texas ("ERCOT") for the Texas-sited projects, and the applicable interconnecting utility and transmission provider for the New Mexico-sited projects), and no further interconnection-related conditions precedent remain outstanding with respect to these six projects.
The seventh project, Amistad Solar, LLC (45 MW, Val Verde County, Texas), achieved commercial operation on November 18, 2023. However, as of the date of this letter, final grid interconnection confirmation from ERCOT for the Amistad project remains pending. Although the Amistad facility is fully constructed, has been energized, and is currently producing electricity and delivering energy to the ERCOT grid, the formal ERCOT interconnection confirmation process requires an additional review period before the final written confirmation can be issued.
CBR's engineering team, together with the project's engineering, procurement, and construction contractor, Vasquez Brothers Construction, Inc. (the "EPC Contractor"), and the independent engineer, Meridian Technical Advisors, LLC (under the supervision of Dr. Rajan Mehta), have confirmed that the Amistad facility has satisfied all technical requirements for interconnection. The remaining delay is attributable solely to ERCOT's administrative review and processing timeline, which is outside of CBR's direct control. CBR's Vice President of Project Finance, Priya Anand, and Chief Financial Officer, Theo Vasquez, have been in direct and ongoing communication with ERCOT's generation interconnection group and have received assurances that the final interconnection confirmation for Amistad Solar is expected to be issued no later than December 5, 2023. Receipt of that confirmation on or before December 5, 2023 would allow the Closing to proceed on the Revised Closing Date of December 8, 2023, with a three-day buffer for final document assembly and execution.
The eight-day extension of the Closing date — from November 30, 2023 to December 8, 2023 — is necessary to ensure that the condition precedent set forth in each of the LLCA (Section 7.1(f)), the TCPA (Section 5.1(e)), and the Capital Contribution Agreement (Section 4.1(d)), each requiring that all projects in the Solstice Portfolio have achieved commercial operation and received interconnection confirmation from the applicable grid operator, is fully and unconditionally satisfied prior to Closing. CBR is not aware of any technical, regulatory, or contractual impediment that would prevent the timely receipt of ERCOT's interconnection confirmation for the Amistad project, and CBR will promptly notify all parties upon receipt of such confirmation.
III. Status of All Other Conditions Precedent
CBR confirms that, as of the date of this letter, all other conditions precedent to Closing under the Transaction Documents have been satisfied or remain on track for timely satisfaction by the Revised Closing Date, including without limitation the following:
(a) Execution and Delivery of All Transaction Documents. All Transaction Documents were duly executed and delivered by the respective parties on the signing date of September 21, 2023. No amendments, supplements, or modifications to the Transaction Documents have been executed since that date, and none are contemplated in connection with the extension of the Closing date, other than as may be reflected in any written consent or acknowledgment provided by the parties in response to this letter.
(b) Commercial Operation of All Seven Projects. As described in Section II above, all seven projects in the Solstice Portfolio have achieved commercial operation. The final project, Amistad Solar, LLC, achieved COD on November 18, 2023. The only outstanding item with respect to this condition precedent is the receipt of ERCOT's formal interconnection confirmation for the Amistad project, which is expected by December 5, 2023.
(c) Independent Engineer Report. Meridian Technical Advisors, LLC (Dr. Rajan Mehta, lead engineer) has delivered its final energy-yield assessments and construction monitoring reports for all seven projects in the Solstice Portfolio. These reports have been circulated to counsel for Ridgeline and Pinehurst for review. No material qualifications, exceptions, or adverse findings were noted in any of the independent engineer's deliverables.
(d) Appraisal. Greystone Worthington, LLC, acting through Helen Farber as lead appraiser, has delivered the independent investment tax credit ("ITC") basis appraisal and fair market value analysis supporting the aggregate eligible basis for the Solstice Portfolio of $384,600,000. The appraisal has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice and complies with all requirements set forth in the Transaction Documents. The appraisal report has been made available to counsel for Ridgeline and Pinehurst.
(e) Tax Opinions. Calderwood & Harkness's tax opinion letters are in substantially final form and will be delivered at Closing. These consist of (i) the tax opinion letter addressed to Ridgeline addressing the availability of investment tax credits under Section 48 of the Internal Revenue Code of 1986, as amended, the validity of partnership allocations of tax credits and taxable income (loss) under Sections 704(b) and 704(c), and the mechanics and timing of the partnership flip, and (ii) the tax opinion letter addressed to Pinehurst addressing the validity and effectiveness of the election under Section 6418 of the Code to transfer specified portions of the ITCs generated by the Solstice Portfolio to Pinehurst as a transferee taxpayer. Both opinions are conditioned on the customary assumptions and qualifications, and we do not anticipate any changes to the substance of either opinion as a result of the eight-day extension of the Closing date.
(f) Legal Opinion. Calderwood & Harkness's legal opinion letter, addressed to Ridgeline and Pinehurst, covering due authorization, valid existence, enforceability of the Transaction Documents, and absence of conflicts for each of CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC, is in substantially final form and will be delivered at Closing. The opinion is subject to customary assumptions, exceptions, and qualifications.
(g) Secretary's Certificates and Officer's Closing Certificates. Secretary's certificates and officer's closing certificates for CBR and CBR Solstice Manager, LLC have been prepared in substantially final form and are ready for execution by authorized officers on the Revised Closing Date. These certificates will include, among other things, certifications as to the accuracy of representations and warranties, compliance with covenants, and incumbency of authorized signatories.
(h) Insurance Compliance. Sentinel Underwriters, Inc. (Laura Jennings, account manager) has confirmed that all insurance policies placed with Fortis Indemnity Company (covering property and casualty risks for all seven projects) and performance bonds issued by Ironclad Surety Corp. are in full force and effect and satisfy the insurance requirements set forth in the LLCA and the TCPA. Ridgeline and Pinehurst have been named as additional insureds and loss payees, as applicable, under the relevant policies, and evidence of such endorsements has been provided to counsel for each party.
(i) UCC/Lien Matters. Uniform Commercial Code and lien searches have been completed in the states of Delaware, Texas, and New Mexico as required under the Transaction Documents. The search results identified existing UCC financing statement filings by Osprey National Bank, N.A. in connection with the construction credit facility (Agreement No. ONB-PF-2022-0341). These existing filings are consistent with, and have been accounted for in, the intercreditor arrangements among CBR, Osprey National Bank, Ridgeline, and Pinehurst, and do not constitute a breach of any representation, warranty, or covenant under the Transaction Documents. No other material liens, encumbrances, or adverse claims were identified in the search results.
(j) Escrow. Clearwater Escrow Services, Inc. (James Harding, escrow officer) has confirmed that escrow account number CES-2023-80114 has been duly established and is ready to receive deposits in accordance with the Escrow Agreement. Pinehurst's credit purchase price of $55,200,000 is to be deposited into the escrow account five (5) business days prior to the Revised Closing Date (as further discussed in Section IV below). Ridgeline's first tranche capital contribution of $96,000,000 will be deposited in accordance with the terms of the Escrow Agreement and released upon satisfaction of the release conditions at Closing.
(k) CBR Manager Capital Contribution. CBR Solstice Manager, LLC's capital contribution of $2,400,000 to Solstice Holdings, LLC has been funded into the Solstice Holdings operating account, as confirmed by wire transfer receipt dated October 2, 2023. This condition precedent has been fully satisfied.
(l) Regulatory and Permitting Compliance. All material governmental permits, licenses, authorizations, and approvals required for the construction, ownership, and operation of the Solstice Portfolio have been obtained for all seven projects. With respect to the Amistad project, all permits are in hand; the only remaining outstanding item is the ERCOT interconnection confirmation discussed in Section II above.
(m) Back-Leverage Arrangements. Osprey National Bank, N.A. (Frank DiNapoli, Managing Director, and Anita Reyes, Vice President) has confirmed its readiness to execute the back-leverage intercreditor and consent agreement and to accept the pledge of CBR's managing member interest in Solstice Holdings, LLC in connection with the $68,000,000 back-leverage term loan (Agreement No. ONB-PF-2023-0587). Osprey has indicated that the eight-day extension of the Closing date does not affect its internal credit approval or its readiness to fund the back-leverage facility on the Revised Closing Date.
In summary, the only condition precedent that remains outstanding is the receipt of ERCOT's final interconnection confirmation for the Amistad Solar project, and CBR is confident, based on its ongoing communications with ERCOT, that this confirmation will be received in advance of the Revised Closing Date.
IV. Revised Funding Timeline
As a result of the extension of the Closing date, the following revised funding timeline will apply:
With respect to the Pinehurst escrow deposit, we note that, calculated on a business-day basis, five business days prior to December 8, 2023 falls on either November 30, 2023 or December 1, 2023, depending on whether the Thanksgiving holiday weekend (November 23–24, 2023) is taken into account for purposes of the business-day calculation. We would appreciate confirmation from Thornberry Mack as to Pinehurst's intended deposit date and request that the deposit be made no later than December 1, 2023, to ensure adequate time for Clearwater to confirm receipt and clear funds in advance of the Revised Closing Date.
With respect to Ridgeline's second tranche capital contribution of $24,000,000, we note the following: under Section 3.2(b) of the Capital Contribution Agreement, the second tranche is due within sixty (60) days of the date on which the final project in the Solstice Portfolio achieves commercial operation. Because Amistad Solar achieved COD on November 18, 2023, the sixty-day period yields a second tranche due date of January 17, 2024. However, as the parties previously agreed in the side letter dated October 12, 2023, the second tranche due date has been extended to February 6, 2024, and this extended date remains in effect. We emphasize that the eight-day Closing delay does not affect the Ridgeline second tranche timeline in any way, as the second tranche obligation runs from the final COD date (November 18, 2023), not from the Closing date.
Finally, for modeling and economic purposes, the weighted-average commercial operation date for the Solstice Portfolio remains October 25, 2023 (calculated on a capacity-weighted basis across all seven projects), and the projected partnership flip date of Q4 2028 (approximately 5.0 years following the weighted-average COD) is unaffected by the Closing date extension.
V. Impact on Transaction Economics
CBR confirms that the eight-day extension of the Closing date does not alter any material economic term of the Transaction. Specifically:
• Tax-equity commitment: Ridgeline's aggregate capital commitment to Solstice Holdings, LLC remains $120,000,000 (comprising the $96,000,000 first tranche and the $24,000,000 second tranche), as set forth in the Capital Contribution Agreement.
• Transferable credits sold: The face value of the investment tax credits being transferred to Pinehurst under the TCPA remains $60,000,000, at a purchase price of $0.92 per dollar of credit, yielding aggregate cash proceeds to CBR (through Solstice Holdings, LLC) of $55,200,000.
• Total ITCs generated: The total investment tax credits generated by the Solstice Portfolio remain $153,840,000, calculated as $384,600,000 aggregate eligible basis multiplied by the 40% ITC rate (comprising the base 30% rate under Section 48(a) plus the 10% energy community bonus credit adder).
• Ridgeline target after-tax yield: Ridgeline's target after-tax yield of 7.25% IRR is unchanged.
• Partnership flip allocations: All partnership flip allocations under the LLCA remain unchanged, specifically: (i) 99%/1% (Ridgeline/CBR Solstice Manager) for pre-flip taxable income, gain, loss, deduction, and credit allocations; (ii) 30%/70% (Ridgeline/CBR Solstice Manager) for pre-flip cash distributions; and (iii) 5%/95% (Ridgeline/CBR Solstice Manager) for post-flip allocations and distributions.
• ITC indemnity: The ITC indemnity cap under the Tax Indemnity Agreement remains $69,000,000, equal to 125% of the Pinehurst credit purchase price of $55,200,000. The indemnity obligations and the scope of indemnified events are unchanged.
• CBR purchase option: CBR's option to purchase Ridgeline's post-flip membership interest at fair market value (with a floor price of $1.00), exercisable within the 180-day window following the partnership flip date, remains unchanged.
In addition, CBR confirms that the placed-in-service dates for all seven projects in the Solstice Portfolio remain in tax year 2023. The Closing date extension to December 8, 2023 does not affect the placed-in-service analysis, as the placed-in-service determination is based on the date each project was completed and available for its intended use (i.e., the COD dates set forth in Section II above), not the Closing date. Accordingly, the eight-day delay does not jeopardize ITC eligibility for the 2023 tax year, and the analysis set forth in Calderwood & Harkness's draft tax opinion letters remains unaffected.
VI. Action Items and Requests of Counsel
In light of the foregoing, we respectfully request the following:
1. Ridgeline Acknowledgment and Consent. We request that Whitfield & Ayers confirm, on behalf of Ridgeline Capital Partners, LLC, Ridgeline's acknowledgment of and consent to the extension of the Closing date to the Revised Closing Date of December 8, 2023. We ask that this confirmation be provided at the earliest practicable date, and in any event no later than November 29, 2023, so that the revised timeline can be communicated to all parties and service providers.
2. Pinehurst Acknowledgment and Consent. We request that Thornberry Mack confirm, on behalf of Pinehurst Insurance Group, Inc., Pinehurst's acknowledgment of and consent to the Revised Closing Date, and that Pinehurst adjust the timing for its escrow deposit of $55,200,000 accordingly. As noted in Section IV above, the deposit should be made no later than December 1, 2023 (five business days prior to the Revised Closing Date). We would appreciate written confirmation of the expected deposit date.
3. Notification to Osprey National Bank. We request that both Whitfield & Ayers and Thornberry Mack relay this notification to Osprey National Bank, N.A. (to the attention of Frank DiNapoli and Anita Reyes) to the extent required under the construction credit facility, the back-leverage term loan, or any related intercreditor arrangement. Calderwood & Harkness will also communicate directly with Osprey regarding the revised Closing timeline, but we wish to ensure that all parties with notification obligations under the Transaction Documents are acting in coordination.
4. Clearwater Escrow Services. Calderwood & Harkness will separately communicate with Clearwater Escrow Services, Inc. (James Harding) regarding the revised escrow release timing and any required amendments or instructions with respect to escrow account CES-2023-80114.
5. Conference Call to Coordinate Revised Closing Logistics. We suggest that a conference call be scheduled among the deal teams at the earliest mutually convenient time to coordinate the revised closing logistics, discuss any open items or questions, and confirm the revised closing checklist. For purposes of scheduling and day-to-day coordination, the following individuals should serve as primary points of contact:
• Calderwood & Harkness LLP: Leila Nazari (Associate) — (212) 558-4237 / lnazari@calderwoodharkness.com
• Whitfield & Ayers LLP: Kenji Watanabe (Senior Associate)
• Thornberry Mack LLP: Gwen Schaefer (Associate)
We ask that each firm provide prompt written confirmation of the matters set forth above, ideally by email to the undersigned and to Leila Nazari, with a follow-up hard copy if required under the notice provisions of the applicable Transaction Documents.
VII. Reservation of Rights
This letter is not intended to, and shall not be deemed to, waive, modify, amend, or otherwise alter any rights, remedies, or obligations of CBR, CBR Solstice Manager, LLC, or Solstice Holdings, LLC under the Transaction Documents, except as expressly set forth herein with respect to the extension of the Closing date from November 30, 2023 to December 8, 2023. All representations, warranties, covenants, agreements, and conditions precedent contained in the LLCA, the TCPA, the Capital Contribution Agreement, and the other Transaction Documents remain in full force and effect and are not modified or affected by this letter or by the extension of the Closing date.
CBR expressly reserves the right to further extend or modify the Closing date only in accordance with the terms and conditions of the applicable Transaction Documents, including without limitation any provisions governing extensions of the outside date for Closing and any notice requirements associated therewith. Nothing in this letter shall be construed as a waiver of any right of CBR to enforce any provision of the Transaction Documents or to exercise any remedy available to CBR thereunder or under applicable law.
We appreciate your clients' cooperation and flexibility in accommodating this brief extension. The delay is modest in scope, attributable to a single administrative item that is expected to be resolved well in advance of the Revised Closing Date, and does not affect any material term or condition of the Transaction. Please do not hesitate to contact me directly or Leila Nazari if you have any questions or wish to discuss any aspect of this letter or the revised Closing timeline.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner
Direct Dial: (212) 558-4185
Email: lcross@calderwoodharkness.com
cc:
Marcus Calloway, Chairman & CEO, Calloway-Briggs Renewables Inc. Theo Vasquez, CFO, Calloway-Briggs Renewables Inc. Priya Anand, VP, Project Finance, Calloway-Briggs Renewables Inc. Sylvia Hartwell, Partner, Calderwood & Harkness LLP Leila Nazari, Associate, Calderwood & Harkness LLP Monica Chu, Partner, Calderwood & Harkness LLP Nathan Ayers, Partner, Whitfield & Ayers LLP Kenji Watanabe, Senior Associate, Whitfield & Ayers LLP Gwen Schaefer, Associate, Thornberry Mack LLP
Enclosures: None
Project Entity | Capacity (MW(dc)) | Location | Commercial Operation Date
Cimarron Solar, LLC | 50 MW | Lea County, NM | September 30, 2023
Pecos Sun Solar, LLC | 85 MW | Reeves County, TX | October 15, 2023
Sandoval Ridge Solar, LLC | 50 MW | Sandoval County, NM | October 20, 2023
Red Mesa Solar, LLC | 70 MW | Pecos County, TX | October 28, 2023
Coyote Flats Solar, LLC | 65 MW | Ward County, TX | November 5, 2023
Llano Verde Solar, LLC | 55 MW | Hudspeth County, TX | November 12, 2023
Event | Original Date | Revised Date
Closing | November 30, 2023 | December 8, 2023
Ridgeline first tranche capital contribution ($96,000,000) — release from Clearwater escrow | November 30, 2023 | December 8, 2023
Pinehurst credit purchase price ($55,200,000) — release from Clearwater escrow upon delivery of executed Transfer Election Statements and closing certificate | November 30, 2023 | December 8, 2023
Pinehurst escrow deposit of $55,200,000 (5 business days prior to Closing) | November 22, 2023 | November 30, 2023 / December 1, 2023 (see note below)

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