1015-00005 · Calloway-Briggs Renewables Inc · Opinions & Certificates

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

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OFFICER'S CLOSING CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

Delivered Pursuant to the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023, the Tax Credit Purchase Agreement, dated as of September 21, 2023, and the Capital Contribution Agreement, dated as of September 21, 2023

Dated: December 8, 2023

This Officer's Closing Certificate (this "Certificate") is delivered by Theo Vasquez, Chief Financial Officer of Calloway-Briggs Renewables Inc., a Texas corporation ("CBR" or the "Company"), in connection with the closing on the date hereof (the "Closing Date") of the tax-equity investment and transferable tax-credit financing of the Solstice Portfolio (as defined below), pursuant to and in accordance with the requirements of each of the following agreements:

(i) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, a Delaware limited liability company (the "Partnership"), dated as of September 21, 2023 (as amended, supplemented, or otherwise modified from time to time, the "LLCA"), among CBR Solstice Manager, LLC, a Delaware limited liability company (the "Managing Member"), and Ridgeline Capital Partners, LLC, a Delaware limited liability company (the "Tax-Equity Member");

(ii) the Tax Credit Purchase Agreement, dated as of September 21, 2023 (as amended, supplemented, or otherwise modified from time to time, the "TCPA"), between Calloway-Briggs Renewables Inc. and Pinehurst Insurance Group, Inc., a Connecticut corporation ("Pinehurst"); and

(iii) the Capital Contribution Agreement, dated as of September 21, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Capital Contribution Agreement"), between Ridgeline Capital Partners, LLC ("Ridgeline") and Solstice Holdings, LLC (the "Partnership").

The LLCA, the TCPA, the Capital Contribution Agreement, and each of the other agreements, instruments, and documents executed and delivered in connection with the transactions contemplated thereby are referred to collectively herein as the "Transaction Documents."

RECITALS

A. CBR is a corporation duly organized and validly existing under the laws of the State of Texas, classified as a C-corporation for U.S. federal income tax purposes, with its principal executive offices located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, Employer Identification Number 84-3291076, and Texas Secretary of State File Number 803762114.

B. CBR is the sole member of CBR Solstice Manager, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number 88-4071597), which serves as the Managing Member of Solstice Holdings, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number 88-4071523). Solstice Holdings, LLC has elected to be classified as a partnership for U.S. federal income tax purposes and is so treated for all applicable state and local tax purposes.

C. Solstice Holdings, LLC holds, directly, one hundred percent (100%) of the membership interests in each of the following seven project companies (each, a "Project Company" and, collectively, the "Project Companies"), which together constitute the "Solstice Portfolio" with an aggregate nameplate capacity of 420 MW(dc):

(i) Pecos Sun Solar, LLC, an 85 MW(dc) solar photovoltaic generating facility located in Reeves County, Texas;

(ii) Red Mesa Solar, LLC, a 70 MW(dc) solar photovoltaic generating facility located in Pecos County, Texas;

(iii) Coyote Flats Solar, LLC, a 65 MW(dc) solar photovoltaic generating facility located in Ward County, Texas;

(iv) Llano Verde Solar, LLC, a 55 MW(dc) solar photovoltaic generating facility located in Hudspeth County, Texas;

(v) Cimarron Solar, LLC, a 50 MW(dc) solar photovoltaic generating facility located in Lea County, New Mexico;

(vi) Sandoval Ridge Solar, LLC, a 50 MW(dc) solar photovoltaic generating facility located in Sandoval County, New Mexico; and

(vii) Amistad Solar, LLC, a 45 MW(dc) solar photovoltaic generating facility located in Val Verde County, Texas.

D. The transactions contemplated by the Transaction Documents comprise (i) a partnership-flip tax-equity investment by Ridgeline in Solstice Holdings, LLC in the aggregate amount of One Hundred Twenty Million Dollars ($120,000,000), and (ii) a sale by CBR to Pinehurst, pursuant to Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), of transferable investment tax credits ("ITCs") in the face amount of Sixty Million Dollars ($60,000,000), at a purchase price of $0.92 per dollar of credit, for aggregate cash consideration of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000).

E. The undersigned, Theo Vasquez, is the duly appointed and acting Chief Financial Officer of CBR, is authorized to execute and deliver this Certificate on behalf of CBR pursuant to resolutions duly adopted by the Board of Directors of CBR, and has personal knowledge of the matters certified herein, having made due inquiry and investigation as is customary and appropriate for a certificate of this nature.

F. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the LLCA, the TCPA, and the Capital Contribution Agreement, as applicable. In the event of a conflict among such definitions, the definition set forth in the LLCA shall control unless the context clearly requires otherwise.

NOW, THEREFORE, the undersigned hereby certifies, on behalf of CBR and not in any individual capacity, as follows:

Section 1. Representations and Warranties Bringdown

The undersigned hereby certifies that all representations and warranties made by CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC in each of the following Transaction Documents are true and correct in all material respects as of the Closing Date (December 8, 2023), with the same force and effect as though made on and as of the Closing Date (except that any such representation or warranty that by its terms speaks as of a specific earlier date shall be true and correct in all material respects as of such earlier date, and except that any such representation or warranty that is qualified by materiality, "Material Adverse Effect," or similar qualifications shall be true and correct in all respects):

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

(b) the Tax Credit Purchase Agreement (the TCPA), dated as of September 21, 2023, between CBR and Pinehurst Insurance Group, Inc.;

(c) the Capital Contribution Agreement, dated as of September 21, 2023, between Ridgeline Capital Partners, LLC and Solstice Holdings, LLC;

(d) the Tax Indemnity Agreement, dated as of September 21, 2023, from CBR in favor of Pinehurst Insurance Group, Inc.;

(e) the Purchase Option Agreement, dated as of September 21, 2023, among the parties thereto;

(f) the Escrow Agreement, dated as of September 21, 2023, among CBR, Ridgeline, Pinehurst, and Clearwater Escrow Services, Inc.;

(g) the Intercompany Contribution Agreement, dated as of September 21, 2023, among CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC;

(h) the Back-Leverage Intercreditor and Consent Agreement, among Osprey National Bank, N.A., Ridgeline Capital Partners, LLC, and CBR; and

(i) the Pledge Agreement, dated as of December 8, 2023, from CBR Solstice Manager, LLC in favor of Osprey National Bank, N.A., as administrative agent and collateral agent.

Without limiting the generality of the foregoing, the undersigned specifically affirms that the representations and warranties contained in the Transaction Documents regarding each of the following matters are true and correct in all material respects as of the Closing Date (or, where applicable, as of the specific date referenced therein):

(i) the due organization, valid existence, and good standing of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, and each Project Company in their respective jurisdictions of organization and in each other jurisdiction where the conduct of their business or the ownership or leasing of their properties requires such qualification;

(ii) the power and authority of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, and each Project Company to enter into, execute, deliver, and perform their respective obligations under each Transaction Document to which such entity is a party;

(iii) the due execution and delivery by each of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, and each Project Company of each Transaction Document to which it is a party, and the legal, valid, and binding nature of such Transaction Documents as obligations of such entities enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

(iv) the absence of any conflict between the execution, delivery, and performance of the Transaction Documents, on the one hand, and (A) the organizational documents of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any Project Company, (B) any applicable law, rule, regulation, order, judgment, or decree binding upon any such entity, or (C) any material agreement, instrument, or obligation to which any such entity is a party or by which any of their respective assets are bound;

(v) the absence of any action, suit, proceeding, investigation, or claim pending or, to the knowledge of the undersigned after due inquiry, threatened against CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any Project Company that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

(vi) tax matters, including the eligibility of each Project Company's solar energy property for the investment tax credit under Section 48 of the Code, the qualification of the Solstice Portfolio for the prevailing wage and apprenticeship requirements, the qualification of the Solstice Portfolio for the domestic content bonus credit, the eligibility of the ITCs for transfer under Section 6418 of the Code, and the accuracy of all tax-related representations set forth in the Transaction Documents;

(vii) compliance with all applicable federal, state, and local laws, rules, regulations, orders, and permits, including without limitation all environmental laws, regulations, and permits applicable to the construction, ownership, and operation of the Solstice Portfolio;

(viii) the accuracy in all material respects of all financial statements of CBR and its consolidated subsidiaries previously delivered to Ridgeline and Pinehurst pursuant to the Transaction Documents, including the audited consolidated financial statements of CBR for the fiscal year ended December 31, 2022, and the unaudited interim consolidated financial statements of CBR for the nine-month period ended September 30, 2023, each of which has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnotes); and

(ix) the absence of any undisclosed liabilities (whether absolute, accrued, contingent, or otherwise) of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any Project Company that would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, other than liabilities (A) reflected or reserved against in the financial statements previously delivered, (B) incurred in the ordinary course of business since the date of such financial statements, or (C) otherwise disclosed in the Transaction Documents or the schedules and exhibits thereto.

Section 2. Covenants and Conditions Precedent

The undersigned hereby certifies that all covenants and agreements required to be performed or complied with by CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC under the LLCA, the TCPA, the Capital Contribution Agreement, and the other Transaction Documents on or before the Closing Date have been duly performed and complied with in all material respects. Without limiting the foregoing, the undersigned confirms the following:

(a) Contribution of Project Interests. CBR has contributed one hundred percent (100%) of the membership interests in each of the seven Project Companies to Solstice Holdings, LLC pursuant to the Intercompany Contribution Agreement, dated as of September 21, 2023. Such contribution was structured as, and is intended to qualify as, a tax-free contribution under Section 721 of the Code, and no gain or loss was recognized by CBR or Solstice Holdings, LLC as a result thereof.

(b) Managing Member Capital Contribution. CBR Solstice Manager, LLC has made its required capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, representing two percent (2%) of Ridgeline's aggregate capital commitment of $120,000,000, consistent with the minimum sponsor investment requirements set forth in Revenue Procedure 2007-65 and the economic substance requirements of the LLCA.

(c) Commercial Operation. All seven Solstice Portfolio projects have achieved commercial operation, as certified by the independent engineer and confirmed by the applicable interconnecting utility, on the dates set forth below:

(i) Cimarron Solar, LLC — September 30, 2023;

(ii) Pecos Sun Solar, LLC — October 15, 2023;

(iii) Sandoval Ridge Solar, LLC — October 20, 2023;

(iv) Red Mesa Solar, LLC — October 28, 2023;

(v) Coyote Flats Solar, LLC — November 5, 2023;

(vi) Llano Verde Solar, LLC — November 12, 2023; and

(vii) Amistad Solar, LLC — November 18, 2023.

(d) Section 6418 Pre-Filing Registration. The IRS pre-filing registration requirements for the Section 6418 transfer elections under Section 6418 of the Code and Treasury Regulations Section 1.6418-4 have been completed for each Project Company. Each Project Company has obtained a registration number from the IRS Electronic Filing System for the applicable transfer election, and all required information (including eligible taxpayer identification, the type and amount of eligible credit, and the applicable tax year) has been accurately reported.

(e) Transfer Election Statements. Transfer Election Statements have been prepared for filing with the applicable federal income tax returns of CBR and each Project Company for the 2023 taxable year with respect to the Section 6418 transfer of Sixty Million Dollars ($60,000,000) in aggregate face-value ITCs to Pinehurst. Such Transfer Election Statements are in form and substance consistent with the requirements of Section 6418 of the Code and applicable Treasury guidance.

(f) Governmental Approvals and Permits. All required governmental approvals, consents, authorizations, and permits necessary for the construction, ownership, and operation of the Solstice Portfolio, and for the consummation of the transactions contemplated by the Transaction Documents, have been duly obtained and are in full force and effect. Such approvals include, without limitation:

(i) ERCOT interconnection agreements for each of the Texas projects (Pecos Sun Solar, Red Mesa Solar, Coyote Flats Solar, Llano Verde Solar, and Amistad Solar), including the ERCOT Standard Generation Interconnection Agreements and associated transmission service arrangements;

(ii) Northgate Corporation Interconnection Agreements and WECC compliance certifications for each of the New Mexico projects (Cimarron Solar and Sandoval Ridge Solar);

(iii) all applicable environmental permits, including stormwater pollution prevention plans, biological resource compliance documentation, and cultural resource clearances issued by the relevant state and county authorities; and

(iv) all county building permits and certificates of occupancy (or their equivalents) issued by the respective counties in which the projects are located.

(g) Insurance. All insurance policies required to be maintained under the LLCA and the TCPA are in full force and effect as of the Closing Date and comply in all respects with the insurance requirements set forth therein. Such insurance policies include, without limitation, the following coverages placed by Sentinel Underwriters, Inc.:

(i) property and casualty insurance (including all-risk property damage, business interruption, and natural catastrophe coverage) underwritten by Fortis Indemnity Company, providing aggregate coverage limits consistent with the requirements of the LLCA;

(ii) commercial general liability insurance with per-occurrence and aggregate limits not less than the amounts specified in the LLCA;

(iii) performance bonds issued by Ironclad Surety Corp. securing the EPC contractor's obligations under the Master EPC Agreement; and

(iv) all other insurance coverages required by the Transaction Documents, including builder's risk (tail coverage), workers' compensation, automobile liability, umbrella/excess liability, and environmental liability insurance.

Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc. have been named as additional insureds and/or loss payees, as applicable, on each such insurance policy in accordance with the requirements of the LLCA and the TCPA, and certificates of insurance evidencing the same have been delivered to each such party.

(h) UCC Filings. All required Uniform Commercial Code financing statement filings have been duly authorized and are being filed simultaneously with or promptly following the Closing Date, including UCC-1 financing statements in connection with the back-leverage pledge by CBR Solstice Manager, LLC of its managing member interest in Solstice Holdings, LLC to Osprey National Bank, N.A., as administrative agent and collateral agent, pursuant to the Pledge Agreement dated as of December 8, 2023. Such UCC-1 financing statements are being filed with the Secretary of State of the State of Delaware, and all necessary corporate authorizations for such filings have been obtained.

(i) Osprey National Bank Consent and Intercreditor Arrangements. Osprey National Bank, N.A. has provided its written consent to the transactions contemplated by the Transaction Documents under the construction-to-term loan facility (Agreement No. ONB-PF-2022-0341), and the back-leverage intercreditor arrangements among Osprey National Bank, N.A., Ridgeline Capital Partners, LLC, and CBR (Agreement No. ONB-PF-2023-0587) have been finalized and are being executed and delivered on the Closing Date.

(j) Pinehurst Escrow Deposit. Pinehurst Insurance Group, Inc. has deposited the aggregate credit purchase price of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) into escrow at Clearwater Escrow Services, Inc. (Account No. CES-2023-80114), as required under Section 2.3 of the Escrow Agreement, and such funds are being held in escrow for release to CBR on the Closing Date upon satisfaction of the applicable disbursement conditions.

(k) Closing Deliverables. All legal opinions, officer's certificates, secretary's certificates, good standing certificates, incumbency certificates, bring-down opinions, and other closing deliverables required to be executed and delivered by CBR and its affiliates (including CBR Solstice Manager, LLC and Solstice Holdings, LLC) pursuant to the Transaction Documents have been duly executed and delivered, or are being delivered simultaneously with this Certificate on the Closing Date.

(l) Independent Appraisal. The independent appraisal and fair market value analysis of the Solstice Portfolio prepared by Greystone Worthington, LLC, dated November 15, 2023, has been delivered to each of Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc., in accordance with the requirements of the LLCA and the TCPA. Such appraisal confirms a fair market value for the Solstice Portfolio in excess of the aggregate eligible basis.

(m) Independent Engineer's Report. The independent engineer's report prepared by Meridian Technical Advisors, LLC, dated November 22, 2023, has been delivered to each of Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc. Such report confirms (i) the energy-yield assessments for each of the seven projects in the Solstice Portfolio, utilizing P50 and P90 estimates consistent with the base case financial model, (ii) the construction completion and placed-in-service status of all seven projects, and (iii) the conformance of each project's design, equipment, and construction with applicable industry standards and the requirements of the Master EPC Agreement.

(n) Prevailing Wage and Apprenticeship Compliance. Documentation demonstrating compliance with the prevailing wage requirements of Section 48(a)(10) of the Code and the apprenticeship requirements of Section 48(a)(11) of the Code has been delivered to Ridgeline and Pinehurst with respect to all construction activities performed by Vasquez Brothers Construction, Inc. (EIN 75-2648103), the general contractor under the Master EPC Agreement, and each of its subcontractors. Such documentation includes certified payroll records, Department of Labor wage determinations, apprenticeship program registration certificates, and participation ratios confirming that the applicable apprenticeship percentage thresholds have been satisfied. Compliance with such requirements supports the application of the 30% base ITC rate (in lieu of the 6% base rate) under Section 48(a) of the Code.

(o) Domestic Content Certification. Domestic content certifications supporting the 10% bonus credit adder under Section 48(a)(12) of the Code have been provided with respect to all seven projects in the Solstice Portfolio. Such certifications confirm that (i) all steel and iron components incorporated into each project were produced in the United States, and (ii) the adjusted percentage of the total cost of manufactured components that were mined, produced, or manufactured in the United States exceeds the applicable threshold under Section 48(a)(12)(B) of the Code and IRS Notice 2023-38 (as supplemented by IRS Notice 2024-XX). Detailed component-by-component cost analyses, manufacturer certifications, and supply chain attestations supporting such domestic content determinations have been delivered to Ridgeline and Pinehurst.

Section 3. No Material Adverse Effect

The undersigned hereby certifies that since the signing date of the Transaction Documents (September 21, 2023), no event, change, circumstance, condition, occurrence, effect, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as such term is defined in each of the LLCA, the TCPA, and the Capital Contribution Agreement) on:

(a) the business, properties, assets, liabilities, financial condition, results of operations, or prospects of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies, whether taken individually or in the aggregate;

(b) the ability of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies to perform their respective obligations under the Transaction Documents in accordance with the terms thereof;

(d) the availability, amount, timing, or qualification of the Investment Tax Credits generated by the Solstice Portfolio, which total One Hundred Fifty-Three Million Eight Hundred Forty Thousand Dollars ($153,840,000) based on an aggregate eligible basis of Three Hundred Eighty-Four Million Six Hundred Thousand Dollars ($384,600,000) and an applicable ITC rate of forty percent (40%); or

(e) the qualification of the solar energy property of any Project Company as "energy property" within the meaning of Section 48 of the Code, or the placed-in-service status of any such property for purposes of the Code.

The undersigned further confirms that the eight (8) calendar day extension of the Closing Date from the originally scheduled date of November 30, 2023 to December 8, 2023, which was necessitated by the completion of the final ERCOT interconnection confirmation process for the Amistad Solar, LLC project (which interconnection has now been confirmed as of December 4, 2023), does not constitute a Material Adverse Effect and was effectuated in accordance with the extension provisions of the Transaction Documents. The Amistad Solar project has been fully interconnected and is generating electricity as of the date hereof.

Section 4. No Default

The undersigned hereby certifies that:

(a) No Default or Event of Default (as each such term is defined in the LLCA, the TCPA, the Capital Contribution Agreement, or the credit facilities with Osprey National Bank, N.A., including Agreement No. ONB-PF-2022-0341 and Agreement No. ONB-PF-2023-0587) has occurred and is continuing as of the Closing Date with respect to CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies.

(b) No Default or Event of Default under any Transaction Document or any Osprey credit facility would result from the consummation of the transactions contemplated to occur on the Closing Date, including the funding of the capital contributions, the release of the escrowed credit purchase price, and the execution and delivery of the Pledge Agreement and related security documents.

(c) No event, condition, or circumstance exists that, with the giving of notice, the lapse of time, or both (or any combination thereof), would constitute or give rise to a Default or Event of Default under any Transaction Document or any Osprey credit facility.

Section 5. No Litigation

The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, proceeding, investigation, audit, inquiry, or claim pending or, to the knowledge of the undersigned after due inquiry, threatened against CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies, before any federal, state, or local court, any arbitral body or tribunal, or any governmental authority, regulatory body, or agency (including, without limitation, the Internal Revenue Service, the U.S. Department of Energy, the U.S. Environmental Protection Agency, the Texas Commission on Environmental Quality, the New Mexico Environment Department, the Public Utility Commission of Texas, or ERCOT) that:

(a) challenges, or seeks to enjoin, restrain, prohibit, invalidate, or otherwise prevent the consummation of any of the transactions contemplated by the Transaction Documents, or that questions the validity or enforceability of any Transaction Document;

(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies; or

(c) relates to or questions the ITC eligibility, the placed-in-service status, the prevailing wage and apprenticeship compliance, the domestic content qualification, or the tax treatment (including under Section 48, Section 6418, Section 721, or any other provision of the Code) of any project in the Solstice Portfolio or any of the Transaction Documents.

Section 6. Closing Date Financial Matters

The undersigned hereby confirms the following with respect to funds flow and financial matters on the Closing Date:

6.1 Funds Flow. The following transfers of funds are being effectuated on the Closing Date in accordance with the funds flow memorandum agreed upon by the parties and appended to the Escrow Agreement:

(a) Ridgeline First Tranche Capital Contribution. Ridgeline Capital Partners, LLC is funding its first tranche capital contribution of Ninety-Six Million Dollars ($96,000,000) (representing eighty percent (80%) of Ridgeline's aggregate $120,000,000 commitment), which funds are being released from Clearwater Escrow Services, Inc. to Solstice Holdings, LLC's operating account at Osprey National Bank, N.A., in accordance with the Capital Contribution Agreement and the Escrow Agreement.

(b) Pinehurst Credit Purchase Price. The aggregate credit purchase price of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) payable by Pinehurst Insurance Group, Inc. for the Section 6418 transferable ITCs is being released from escrow at Clearwater Escrow Services, Inc. (Account No. CES-2023-80114) to CBR's designated account, in accordance with the TCPA and the Escrow Agreement.

(c) CBR Solstice Manager Capital Contribution. CBR Solstice Manager, LLC has funded its capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, representing its required minimum investment as the Managing Member.

(d) Construction Facility Repayment. A portion of the Closing Date proceeds is being applied toward partial repayment of outstanding draws under the Osprey National Bank, N.A. construction facility (Agreement No. ONB-PF-2022-0341), as required under the terms of such facility and the Back-Leverage Intercreditor and Consent Agreement.

6.2 Ridgeline Second Tranche. The undersigned confirms that Ridgeline's second tranche capital contribution of Twenty-Four Million Dollars ($24,000,000) (representing the remaining twenty percent (20%) of Ridgeline's aggregate $120,000,000 commitment) is due and payable on or before February 6, 2024, which is sixty (60) days after the final commercial operation date of November 18, 2023 (Amistad Solar, LLC), as such date has been extended pursuant to Section 3.2(b) of the Capital Contribution Agreement.

6.3 Retained ITCs. The undersigned confirms that CBR retains Four Million Eight Hundred Thousand Dollars ($4,800,000) in face-value ITCs for its own use and benefit. The total Section 6418-eligible credits generated by the Solstice Portfolio are Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), of which Sixty Million Dollars ($60,000,000) have been sold to Pinehurst pursuant to the TCPA, and the remaining Four Million Eight Hundred Thousand Dollars ($4,800,000) are being retained by CBR and will be claimed on CBR's federal income tax return for the 2023 taxable year.

Section 7. Project Status Confirmation

The undersigned hereby confirms the status of each project in the Solstice Portfolio as set forth in the table below:

The capacity-weighted average commercial operation date for the Solstice Portfolio is October 25, 2023.

7.1 Power Purchase Agreements. All seven projects in the Solstice Portfolio are operating and generating electricity delivered to the applicable offtaker under their respective power purchase agreements, as follows:

(a) Texas Projects (Pecos Sun, Red Mesa, Coyote Flats, Llano Verde, and Amistad): Each Texas project delivers energy and associated environmental attributes under long-term power purchase agreements with Lone Star Grid Solutions, LLC, with a capacity-weighted average contract price of $32.50 per MWh, escalating at a rate of 1.5% per annum, for contract terms of fifteen (15) years from the applicable commercial operation date.

(b) New Mexico Projects (Cimarron and Sandoval Ridge): Each New Mexico project delivers energy and associated environmental attributes under long-term power purchase agreements with Enchantment Power Cooperative, with a capacity-weighted average contract price of $29.75 per MWh, escalating at a rate of 2.0% per annum, for contract terms of twenty (20) years from the applicable commercial operation date.

7.2 EPC Completion. The EPC contractor, Vasquez Brothers Construction, Inc. (EIN 75-2648103), has achieved substantial completion on all seven projects in the Solstice Portfolio under the Master EPC Agreement, dated as of March 15, 2022, between CBR (as owner's representative) and Vasquez Brothers Construction, Inc. Certificates of Substantial Completion for each project have been executed by the EPC contractor and countersigned by CBR, and the applicable punchlist items are in the process of being completed in accordance with the terms of the Master EPC Agreement.

Section 8. Tax Matters Confirmation

The undersigned hereby certifies the following with respect to tax matters relevant to the transactions contemplated by the Transaction Documents:

(a) Energy Property. Each Project Company's solar energy property, including all solar photovoltaic panels, inverters, racking and tracking systems, electrical collection systems, transformers, switchgear, and other tangible personal property and structural components integral to the generation of electricity from solar energy, constitutes "energy property" within the meaning of Section 48 of the Code and applicable Treasury Regulations. Each such energy property has been "placed in service" (within the meaning of Section 48 and applicable Treasury Regulations) during the 2023 taxable year, on the respective commercial operation dates set forth in Section 7 above.

(b) Eligible Basis. The total eligible basis for purposes of computing the investment tax credits under Section 48 of the Code is Three Hundred Eighty-Four Million Six Hundred Thousand Dollars ($384,600,000), representing the aggregate EPC costs of the Solstice Portfolio as set forth in the table in Section 7 above. Such eligible basis has been determined in accordance with Section 48(a)(1) and Section 48(a)(3) of the Code and does not include any costs that are not properly includable in the basis of energy property.

(c) ITC Rate. The applicable ITC rate for each project in the Solstice Portfolio is forty percent (40%), computed as follows:

(i) Base rate of thirty percent (30%) under Section 48(a) of the Code, as modified by the Inflation Reduction Act of 2022 (Pub. L. 117-169), based on satisfaction of the prevailing wage requirements of Section 48(a)(10) of the Code and the apprenticeship requirements of Section 48(a)(11) of the Code;

(ii) Domestic content bonus adder of ten percent (10%) under Section 48(a)(12) of the Code, based on satisfaction of the domestic content requirements set forth therein and in IRS Notice 2023-38; and

(iii) Energy community bonus adder of zero percent (0%) — the energy community adder under Section 48(a)(14) of the Code does not apply, as none of the project locations qualify as an "energy community" within the meaning of Section 45(b)(11)(B) of the Code (as cross-referenced by Section 48(a)(14)).

(d) Total ITCs. The total investment tax credits generated by the Solstice Portfolio are One Hundred Fifty-Three Million Eight Hundred Forty Thousand Dollars ($153,840,000), computed as forty percent (40%) of the aggregate eligible basis of $384,600,000.

(e) ITC Allocation. The ITCs generated by the Solstice Portfolio are allocated as follows:

(i) Eighty-Nine Million Forty Thousand Dollars ($89,040,000) are allocated through the partnership structure of Solstice Holdings, LLC to its members in accordance with the allocation provisions of the LLCA; and

(ii) Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000) are subject to transfer elections under Section 6418 of the Code, of which (A) Sixty Million Dollars ($60,000,000) in face-value ITCs have been sold to Pinehurst Insurance Group, Inc. pursuant to the TCPA, and (B) Four Million Eight Hundred Thousand Dollars ($4,800,000) in face-value ITCs are retained by CBR for its own use.

(f) MACRS Depreciable Basis. The five-year MACRS depreciable basis for the Solstice Portfolio (after the ITC basis reduction required by Section 50(c) of the Code) is Three Hundred Seven Million Six Hundred Eighty Thousand Dollars ($307,680,000), computed as the aggregate eligible basis of $384,600,000 minus fifty percent (50%) of the total ITCs of $153,840,000 (i.e., $384,600,000 minus $76,920,000 = $307,680,000). Such depreciable basis is eligible for the five-year MACRS recovery period applicable to solar energy property under Section 168(e)(3)(B)(vi) of the Code and for 80% first-year bonus depreciation under Section 168(k) of the Code (as applicable for property placed in service in calendar year 2023).

(g) Partnership Representative. CBR Solstice Manager, LLC has been validly designated as the partnership representative of Solstice Holdings, LLC for purposes of Section 6223 of the Code, and Theo Vasquez has been designated as the individual authorized to act on behalf of CBR Solstice Manager, LLC in its capacity as partnership representative, in each case in accordance with the LLCA and the Partnership Representative Designation and Tax Matters Agreement, dated as of September 21, 2023.

(h) Section 754 Election. No election under Section 754 of the Code has been made by Solstice Holdings, LLC, except as expressly provided in the LLCA, and no such election shall be made without the prior written consent of the Tax-Equity Member and Pinehurst, as applicable, in accordance with the terms of the LLCA.

(i) No ITC Recapture. No event has occurred and no condition exists as of the Closing Date that would give rise to, or would reasonably be expected to give rise to, the recapture of any portion of the ITCs generated by the Solstice Portfolio under Section 50(a) of the Code. Without limiting the foregoing, no "energy property" of any Project Company has been disposed of or has otherwise ceased to be "energy property" within the meaning of Section 48 of the Code, and no change in ownership or use of any such property has occurred that would trigger the recapture provisions of Section 50(a) of the Code.

Section 9. Reliance; Addressees

This Certificate is being delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns:

(a) Ridgeline Capital Partners, LLC, 390 Park Avenue, 22nd Floor, New York, New York 10022;

(b) Pinehurst Insurance Group, Inc., 175 Constitution Plaza, Hartford, Connecticut 06103;

(d) Clearwater Escrow Services, Inc., 100 Wall Street, Suite 600, New York, New York 10005;

(e) Calderwood & Harkness LLP, as counsel to CBR;

(f) Whitfield & Ayers LLP, as counsel to Ridgeline Capital Partners, LLC; and

(g) Thornberry Mack LLP, as counsel to Pinehurst Insurance Group, Inc.

Each of the foregoing parties is entitled to rely on the certifications, representations, and confirmations set forth in this Certificate in connection with the closing of the transactions contemplated by the Transaction Documents on the Closing Date, and in connection with the delivery of any legal opinion, due diligence report, or other deliverable required under the Transaction Documents.

The undersigned makes this Certificate solely in his capacity as Chief Financial Officer of Calloway-Briggs Renewables Inc. and not in any individual or personal capacity. Nothing contained herein shall be construed to impose any personal liability on the undersigned individually.

Section 10. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

SIGNATURE

IN WITNESS WHEREOF, the undersigned has executed this Officer's Closing Certificate as of the date first written above.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Theo Vasquez

Title: Chief Financial Officer

Address:

2700 Post Oak Boulevard, Suite 1450 Houston, Texas 77056

Date: December 8, 2023

EXHIBIT A

DEFINED TERMS AND TRANSACTION DOCUMENTS

The following is a complete list of all Transaction Documents referenced in this Certificate, together with their full titles, dates of execution, and principal parties:

Capitalized terms used but not defined in this Certificate have the meanings assigned to such terms in the Transaction Documents listed above, as applicable. In the event of any conflict between the definitions set forth in the foregoing Transaction Documents, the definitions set forth in the LLCA shall control unless the context otherwise requires.

[End of Exhibit A]

[End of Officer's Closing Certificate]

Project	Entity	MW(dc)	Location	COD Achieved	EPC Cost
Pecos Sun	Pecos Sun Solar, LLC	85	Reeves County, TX	October 15, 2023	$78,200,000
Red Mesa	Red Mesa Solar, LLC	70	Pecos County, TX	October 28, 2023	$63,700,000
Coyote Flats	Coyote Flats Solar, LLC	65	Ward County, TX	November 5, 2023	$59,100,000
Llano Verde	Llano Verde Solar, LLC	55	Hudspeth County, TX	November 12, 2023	$50,400,000
Cimarron	Cimarron Solar, LLC	50	Lea County, NM	September 30, 2023	$45,800,000
Sandoval Ridge	Sandoval Ridge Solar, LLC	50	Sandoval County, NM	October 20, 2023	$46,100,000
Amistad	Amistad Solar, LLC	45	Val Verde County, TX	November 18, 2023	$41,300,000
Total	420	$384,600,000
No.	Transaction Document	Date	Principal Parties
1.	Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC	September 21, 2023	CBR Solstice Manager, LLC (Managing Member); Ridgeline Capital Partners, LLC (Tax-Equity Member)
2.	Tax Credit Purchase Agreement	September 21, 2023	Calloway-Briggs Renewables Inc. (Seller); Pinehurst Insurance Group, Inc. (Buyer)
3.	Capital Contribution Agreement	September 21, 2023	Ridgeline Capital Partners, LLC; Solstice Holdings, LLC
4.	Tax Indemnity Agreement	September 21, 2023	Calloway-Briggs Renewables Inc. (Indemnitor); Pinehurst Insurance Group, Inc. (Indemnitee)
5.	Purchase Option Agreement	September 21, 2023	CBR Solstice Manager, LLC; Ridgeline Capital Partners, LLC; Solstice Holdings, LLC
6.	Escrow Agreement	September 21, 2023	Calloway-Briggs Renewables Inc.; Ridgeline Capital Partners, LLC; Pinehurst Insurance Group, Inc.; Clearwater Escrow Services, Inc. (Escrow Agent)
7.	Intercompany Contribution Agreement	September 21, 2023	Calloway-Briggs Renewables Inc.; CBR Solstice Manager, LLC; Solstice Holdings, LLC
8.	Back-Leverage Intercreditor and Consent Agreement	September 21, 2023	Osprey National Bank, N.A.; Ridgeline Capital Partners, LLC; Calloway-Briggs Renewables Inc.
9.	Pledge Agreement	December 8, 2023	CBR Solstice Manager, LLC (Pledgor); Osprey National Bank, N.A. (Secured Party)
10.	Partnership Representative Designation and Tax Matters Agreement	September 21, 2023	CBR Solstice Manager, LLC; Ridgeline Capital Partners, LLC; Solstice Holdings, LLC

OFFICER'S CLOSING CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.
Delivered Pursuant to the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023, the Tax Credit Purchase Agreement, dated as of September 21, 2023, and the Capital Contribution Agreement, dated as of September 21, 2023
Dated: December 8, 2023
This Officer's Closing Certificate (this "Certificate") is delivered by Theo Vasquez, Chief Financial Officer of Calloway-Briggs Renewables Inc., a Texas corporation ("CBR" or the "Company"), in connection with the closing on the date hereof (the "Closing Date") of the tax-equity investment and transferable tax-credit financing of the Solstice Portfolio (as defined below), pursuant to and in accordance with the requirements of each of the following agreements:
(i) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, a Delaware limited liability company (the "Partnership"), dated as of September 21, 2023 (as amended, supplemented, or otherwise modified from time to time, the "LLCA"), among CBR Solstice Manager, LLC, a Delaware limited liability company (the "Managing Member"), and Ridgeline Capital Partners, LLC, a Delaware limited liability company (the "Tax-Equity Member");
(ii) the Tax Credit Purchase Agreement, dated as of September 21, 2023 (as amended, supplemented, or otherwise modified from time to time, the "TCPA"), between Calloway-Briggs Renewables Inc. and Pinehurst Insurance Group, Inc., a Connecticut corporation ("Pinehurst"); and
(iii) the Capital Contribution Agreement, dated as of September 21, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Capital Contribution Agreement"), between Ridgeline Capital Partners, LLC ("Ridgeline") and Solstice Holdings, LLC (the "Partnership").
The LLCA, the TCPA, the Capital Contribution Agreement, and each of the other agreements, instruments, and documents executed and delivered in connection with the transactions contemplated thereby are referred to collectively herein as the "Transaction Documents."
RECITALS
A. CBR is a corporation duly organized and validly existing under the laws of the State of Texas, classified as a C-corporation for U.S. federal income tax purposes, with its principal executive offices located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, Employer Identification Number 84-3291076, and Texas Secretary of State File Number 803762114.
B. CBR is the sole member of CBR Solstice Manager, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number 88-4071597), which serves as the Managing Member of Solstice Holdings, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number 88-4071523). Solstice Holdings, LLC has elected to be classified as a partnership for U.S. federal income tax purposes and is so treated for all applicable state and local tax purposes.
C. Solstice Holdings, LLC holds, directly, one hundred percent (100%) of the membership interests in each of the following seven project companies (each, a "Project Company" and, collectively, the "Project Companies"), which together constitute the "Solstice Portfolio" with an aggregate nameplate capacity of 420 MW(dc):
(i) Pecos Sun Solar, LLC, an 85 MW(dc) solar photovoltaic generating facility located in Reeves County, Texas;
(ii) Red Mesa Solar, LLC, a 70 MW(dc) solar photovoltaic generating facility located in Pecos County, Texas;
(iii) Coyote Flats Solar, LLC, a 65 MW(dc) solar photovoltaic generating facility located in Ward County, Texas;
(iv) Llano Verde Solar, LLC, a 55 MW(dc) solar photovoltaic generating facility located in Hudspeth County, Texas;
(v) Cimarron Solar, LLC, a 50 MW(dc) solar photovoltaic generating facility located in Lea County, New Mexico;
(vi) Sandoval Ridge Solar, LLC, a 50 MW(dc) solar photovoltaic generating facility located in Sandoval County, New Mexico; and
(vii) Amistad Solar, LLC, a 45 MW(dc) solar photovoltaic generating facility located in Val Verde County, Texas.
D. The transactions contemplated by the Transaction Documents comprise (i) a partnership-flip tax-equity investment by Ridgeline in Solstice Holdings, LLC in the aggregate amount of One Hundred Twenty Million Dollars ($120,000,000), and (ii) a sale by CBR to Pinehurst, pursuant to Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), of transferable investment tax credits ("ITCs") in the face amount of Sixty Million Dollars ($60,000,000), at a purchase price of $0.92 per dollar of credit, for aggregate cash consideration of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000).
E. The undersigned, Theo Vasquez, is the duly appointed and acting Chief Financial Officer of CBR, is authorized to execute and deliver this Certificate on behalf of CBR pursuant to resolutions duly adopted by the Board of Directors of CBR, and has personal knowledge of the matters certified herein, having made due inquiry and investigation as is customary and appropriate for a certificate of this nature.
F. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the LLCA, the TCPA, and the Capital Contribution Agreement, as applicable. In the event of a conflict among such definitions, the definition set forth in the LLCA shall control unless the context clearly requires otherwise.
NOW, THEREFORE, the undersigned hereby certifies, on behalf of CBR and not in any individual capacity, as follows:
Section 1. Representations and Warranties Bringdown
The undersigned hereby certifies that all representations and warranties made by CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC in each of the following Transaction Documents are true and correct in all material respects as of the Closing Date (December 8, 2023), with the same force and effect as though made on and as of the Closing Date (except that any such representation or warranty that by its terms speaks as of a specific earlier date shall be true and correct in all material respects as of such earlier date, and except that any such representation or warranty that is qualified by materiality, "Material Adverse Effect," or similar qualifications shall be true and correct in all respects):
(a) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the LLCA), dated as of September 21, 2023, among CBR Solstice Manager, LLC and Ridgeline Capital Partners, LLC;
(b) the Tax Credit Purchase Agreement (the TCPA), dated as of September 21, 2023, between CBR and Pinehurst Insurance Group, Inc.;
(c) the Capital Contribution Agreement, dated as of September 21, 2023, between Ridgeline Capital Partners, LLC and Solstice Holdings, LLC;
(d) the Tax Indemnity Agreement, dated as of September 21, 2023, from CBR in favor of Pinehurst Insurance Group, Inc.;
(e) the Purchase Option Agreement, dated as of September 21, 2023, among the parties thereto;
(f) the Escrow Agreement, dated as of September 21, 2023, among CBR, Ridgeline, Pinehurst, and Clearwater Escrow Services, Inc.;
(g) the Intercompany Contribution Agreement, dated as of September 21, 2023, among CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC;
(h) the Back-Leverage Intercreditor and Consent Agreement, among Osprey National Bank, N.A., Ridgeline Capital Partners, LLC, and CBR; and
(i) the Pledge Agreement, dated as of December 8, 2023, from CBR Solstice Manager, LLC in favor of Osprey National Bank, N.A., as administrative agent and collateral agent.
Without limiting the generality of the foregoing, the undersigned specifically affirms that the representations and warranties contained in the Transaction Documents regarding each of the following matters are true and correct in all material respects as of the Closing Date (or, where applicable, as of the specific date referenced therein):
(i) the due organization, valid existence, and good standing of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, and each Project Company in their respective jurisdictions of organization and in each other jurisdiction where the conduct of their business or the ownership or leasing of their properties requires such qualification;
(ii) the power and authority of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, and each Project Company to enter into, execute, deliver, and perform their respective obligations under each Transaction Document to which such entity is a party;
(iii) the due execution and delivery by each of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, and each Project Company of each Transaction Document to which it is a party, and the legal, valid, and binding nature of such Transaction Documents as obligations of such entities enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(iv) the absence of any conflict between the execution, delivery, and performance of the Transaction Documents, on the one hand, and (A) the organizational documents of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any Project Company, (B) any applicable law, rule, regulation, order, judgment, or decree binding upon any such entity, or (C) any material agreement, instrument, or obligation to which any such entity is a party or by which any of their respective assets are bound;
(v) the absence of any action, suit, proceeding, investigation, or claim pending or, to the knowledge of the undersigned after due inquiry, threatened against CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any Project Company that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;
(vi) tax matters, including the eligibility of each Project Company's solar energy property for the investment tax credit under Section 48 of the Code, the qualification of the Solstice Portfolio for the prevailing wage and apprenticeship requirements, the qualification of the Solstice Portfolio for the domestic content bonus credit, the eligibility of the ITCs for transfer under Section 6418 of the Code, and the accuracy of all tax-related representations set forth in the Transaction Documents;
(vii) compliance with all applicable federal, state, and local laws, rules, regulations, orders, and permits, including without limitation all environmental laws, regulations, and permits applicable to the construction, ownership, and operation of the Solstice Portfolio;
(viii) the accuracy in all material respects of all financial statements of CBR and its consolidated subsidiaries previously delivered to Ridgeline and Pinehurst pursuant to the Transaction Documents, including the audited consolidated financial statements of CBR for the fiscal year ended December 31, 2022, and the unaudited interim consolidated financial statements of CBR for the nine-month period ended September 30, 2023, each of which has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnotes); and
(ix) the absence of any undisclosed liabilities (whether absolute, accrued, contingent, or otherwise) of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any Project Company that would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, other than liabilities (A) reflected or reserved against in the financial statements previously delivered, (B) incurred in the ordinary course of business since the date of such financial statements, or (C) otherwise disclosed in the Transaction Documents or the schedules and exhibits thereto.
Section 2. Covenants and Conditions Precedent
The undersigned hereby certifies that all covenants and agreements required to be performed or complied with by CBR, CBR Solstice Manager, LLC, and Solstice Holdings, LLC under the LLCA, the TCPA, the Capital Contribution Agreement, and the other Transaction Documents on or before the Closing Date have been duly performed and complied with in all material respects. Without limiting the foregoing, the undersigned confirms the following:
(a) Contribution of Project Interests. CBR has contributed one hundred percent (100%) of the membership interests in each of the seven Project Companies to Solstice Holdings, LLC pursuant to the Intercompany Contribution Agreement, dated as of September 21, 2023. Such contribution was structured as, and is intended to qualify as, a tax-free contribution under Section 721 of the Code, and no gain or loss was recognized by CBR or Solstice Holdings, LLC as a result thereof.
(b) Managing Member Capital Contribution. CBR Solstice Manager, LLC has made its required capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, representing two percent (2%) of Ridgeline's aggregate capital commitment of $120,000,000, consistent with the minimum sponsor investment requirements set forth in Revenue Procedure 2007-65 and the economic substance requirements of the LLCA.
(c) Commercial Operation. All seven Solstice Portfolio projects have achieved commercial operation, as certified by the independent engineer and confirmed by the applicable interconnecting utility, on the dates set forth below:
(i) Cimarron Solar, LLC — September 30, 2023;
(ii) Pecos Sun Solar, LLC — October 15, 2023;
(iii) Sandoval Ridge Solar, LLC — October 20, 2023;
(iv) Red Mesa Solar, LLC — October 28, 2023;
(v) Coyote Flats Solar, LLC — November 5, 2023;
(vi) Llano Verde Solar, LLC — November 12, 2023; and
(vii) Amistad Solar, LLC — November 18, 2023.
(d) Section 6418 Pre-Filing Registration. The IRS pre-filing registration requirements for the Section 6418 transfer elections under Section 6418 of the Code and Treasury Regulations Section 1.6418-4 have been completed for each Project Company. Each Project Company has obtained a registration number from the IRS Electronic Filing System for the applicable transfer election, and all required information (including eligible taxpayer identification, the type and amount of eligible credit, and the applicable tax year) has been accurately reported.
(e) Transfer Election Statements. Transfer Election Statements have been prepared for filing with the applicable federal income tax returns of CBR and each Project Company for the 2023 taxable year with respect to the Section 6418 transfer of Sixty Million Dollars ($60,000,000) in aggregate face-value ITCs to Pinehurst. Such Transfer Election Statements are in form and substance consistent with the requirements of Section 6418 of the Code and applicable Treasury guidance.
(f) Governmental Approvals and Permits. All required governmental approvals, consents, authorizations, and permits necessary for the construction, ownership, and operation of the Solstice Portfolio, and for the consummation of the transactions contemplated by the Transaction Documents, have been duly obtained and are in full force and effect. Such approvals include, without limitation:
(i) ERCOT interconnection agreements for each of the Texas projects (Pecos Sun Solar, Red Mesa Solar, Coyote Flats Solar, Llano Verde Solar, and Amistad Solar), including the ERCOT Standard Generation Interconnection Agreements and associated transmission service arrangements;
(ii) Northgate Corporation Interconnection Agreements and WECC compliance certifications for each of the New Mexico projects (Cimarron Solar and Sandoval Ridge Solar);
(iii) all applicable environmental permits, including stormwater pollution prevention plans, biological resource compliance documentation, and cultural resource clearances issued by the relevant state and county authorities; and
(iv) all county building permits and certificates of occupancy (or their equivalents) issued by the respective counties in which the projects are located.
(g) Insurance. All insurance policies required to be maintained under the LLCA and the TCPA are in full force and effect as of the Closing Date and comply in all respects with the insurance requirements set forth therein. Such insurance policies include, without limitation, the following coverages placed by Sentinel Underwriters, Inc.:
(i) property and casualty insurance (including all-risk property damage, business interruption, and natural catastrophe coverage) underwritten by Fortis Indemnity Company, providing aggregate coverage limits consistent with the requirements of the LLCA;
(ii) commercial general liability insurance with per-occurrence and aggregate limits not less than the amounts specified in the LLCA;
(iii) performance bonds issued by Ironclad Surety Corp. securing the EPC contractor's obligations under the Master EPC Agreement; and
(iv) all other insurance coverages required by the Transaction Documents, including builder's risk (tail coverage), workers' compensation, automobile liability, umbrella/excess liability, and environmental liability insurance.
Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc. have been named as additional insureds and/or loss payees, as applicable, on each such insurance policy in accordance with the requirements of the LLCA and the TCPA, and certificates of insurance evidencing the same have been delivered to each such party.
(h) UCC Filings. All required Uniform Commercial Code financing statement filings have been duly authorized and are being filed simultaneously with or promptly following the Closing Date, including UCC-1 financing statements in connection with the back-leverage pledge by CBR Solstice Manager, LLC of its managing member interest in Solstice Holdings, LLC to Osprey National Bank, N.A., as administrative agent and collateral agent, pursuant to the Pledge Agreement dated as of December 8, 2023. Such UCC-1 financing statements are being filed with the Secretary of State of the State of Delaware, and all necessary corporate authorizations for such filings have been obtained.
(i) Osprey National Bank Consent and Intercreditor Arrangements. Osprey National Bank, N.A. has provided its written consent to the transactions contemplated by the Transaction Documents under the construction-to-term loan facility (Agreement No. ONB-PF-2022-0341), and the back-leverage intercreditor arrangements among Osprey National Bank, N.A., Ridgeline Capital Partners, LLC, and CBR (Agreement No. ONB-PF-2023-0587) have been finalized and are being executed and delivered on the Closing Date.
(j) Pinehurst Escrow Deposit. Pinehurst Insurance Group, Inc. has deposited the aggregate credit purchase price of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) into escrow at Clearwater Escrow Services, Inc. (Account No. CES-2023-80114), as required under Section 2.3 of the Escrow Agreement, and such funds are being held in escrow for release to CBR on the Closing Date upon satisfaction of the applicable disbursement conditions.
(k) Closing Deliverables. All legal opinions, officer's certificates, secretary's certificates, good standing certificates, incumbency certificates, bring-down opinions, and other closing deliverables required to be executed and delivered by CBR and its affiliates (including CBR Solstice Manager, LLC and Solstice Holdings, LLC) pursuant to the Transaction Documents have been duly executed and delivered, or are being delivered simultaneously with this Certificate on the Closing Date.
(l) Independent Appraisal. The independent appraisal and fair market value analysis of the Solstice Portfolio prepared by Greystone Worthington, LLC, dated November 15, 2023, has been delivered to each of Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc., in accordance with the requirements of the LLCA and the TCPA. Such appraisal confirms a fair market value for the Solstice Portfolio in excess of the aggregate eligible basis.
(m) Independent Engineer's Report. The independent engineer's report prepared by Meridian Technical Advisors, LLC, dated November 22, 2023, has been delivered to each of Ridgeline Capital Partners, LLC and Pinehurst Insurance Group, Inc. Such report confirms (i) the energy-yield assessments for each of the seven projects in the Solstice Portfolio, utilizing P50 and P90 estimates consistent with the base case financial model, (ii) the construction completion and placed-in-service status of all seven projects, and (iii) the conformance of each project's design, equipment, and construction with applicable industry standards and the requirements of the Master EPC Agreement.
(n) Prevailing Wage and Apprenticeship Compliance. Documentation demonstrating compliance with the prevailing wage requirements of Section 48(a)(10) of the Code and the apprenticeship requirements of Section 48(a)(11) of the Code has been delivered to Ridgeline and Pinehurst with respect to all construction activities performed by Vasquez Brothers Construction, Inc. (EIN 75-2648103), the general contractor under the Master EPC Agreement, and each of its subcontractors. Such documentation includes certified payroll records, Department of Labor wage determinations, apprenticeship program registration certificates, and participation ratios confirming that the applicable apprenticeship percentage thresholds have been satisfied. Compliance with such requirements supports the application of the 30% base ITC rate (in lieu of the 6% base rate) under Section 48(a) of the Code.
(o) Domestic Content Certification. Domestic content certifications supporting the 10% bonus credit adder under Section 48(a)(12) of the Code have been provided with respect to all seven projects in the Solstice Portfolio. Such certifications confirm that (i) all steel and iron components incorporated into each project were produced in the United States, and (ii) the adjusted percentage of the total cost of manufactured components that were mined, produced, or manufactured in the United States exceeds the applicable threshold under Section 48(a)(12)(B) of the Code and IRS Notice 2023-38 (as supplemented by IRS Notice 2024-XX). Detailed component-by-component cost analyses, manufacturer certifications, and supply chain attestations supporting such domestic content determinations have been delivered to Ridgeline and Pinehurst.
Section 3. No Material Adverse Effect
The undersigned hereby certifies that since the signing date of the Transaction Documents (September 21, 2023), no event, change, circumstance, condition, occurrence, effect, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as such term is defined in each of the LLCA, the TCPA, and the Capital Contribution Agreement) on:
(a) the business, properties, assets, liabilities, financial condition, results of operations, or prospects of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies, whether taken individually or in the aggregate;
(b) the ability of CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies to perform their respective obligations under the Transaction Documents in accordance with the terms thereof;
(c) the validity, legality, binding effect, or enforceability of any Transaction Document against any party thereto;
(d) the availability, amount, timing, or qualification of the Investment Tax Credits generated by the Solstice Portfolio, which total One Hundred Fifty-Three Million Eight Hundred Forty Thousand Dollars ($153,840,000) based on an aggregate eligible basis of Three Hundred Eighty-Four Million Six Hundred Thousand Dollars ($384,600,000) and an applicable ITC rate of forty percent (40%); or
(e) the qualification of the solar energy property of any Project Company as "energy property" within the meaning of Section 48 of the Code, or the placed-in-service status of any such property for purposes of the Code.
The undersigned further confirms that the eight (8) calendar day extension of the Closing Date from the originally scheduled date of November 30, 2023 to December 8, 2023, which was necessitated by the completion of the final ERCOT interconnection confirmation process for the Amistad Solar, LLC project (which interconnection has now been confirmed as of December 4, 2023), does not constitute a Material Adverse Effect and was effectuated in accordance with the extension provisions of the Transaction Documents. The Amistad Solar project has been fully interconnected and is generating electricity as of the date hereof.
Section 4. No Default
The undersigned hereby certifies that:
(a) No Default or Event of Default (as each such term is defined in the LLCA, the TCPA, the Capital Contribution Agreement, or the credit facilities with Osprey National Bank, N.A., including Agreement No. ONB-PF-2022-0341 and Agreement No. ONB-PF-2023-0587) has occurred and is continuing as of the Closing Date with respect to CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies.
(b) No Default or Event of Default under any Transaction Document or any Osprey credit facility would result from the consummation of the transactions contemplated to occur on the Closing Date, including the funding of the capital contributions, the release of the escrowed credit purchase price, and the execution and delivery of the Pledge Agreement and related security documents.
(c) No event, condition, or circumstance exists that, with the giving of notice, the lapse of time, or both (or any combination thereof), would constitute or give rise to a Default or Event of Default under any Transaction Document or any Osprey credit facility.
Section 5. No Litigation
The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, proceeding, investigation, audit, inquiry, or claim pending or, to the knowledge of the undersigned after due inquiry, threatened against CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies, before any federal, state, or local court, any arbitral body or tribunal, or any governmental authority, regulatory body, or agency (including, without limitation, the Internal Revenue Service, the U.S. Department of Energy, the U.S. Environmental Protection Agency, the Texas Commission on Environmental Quality, the New Mexico Environment Department, the Public Utility Commission of Texas, or ERCOT) that:
(a) challenges, or seeks to enjoin, restrain, prohibit, invalidate, or otherwise prevent the consummation of any of the transactions contemplated by the Transaction Documents, or that questions the validity or enforceability of any Transaction Document;
(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CBR, CBR Solstice Manager, LLC, Solstice Holdings, LLC, or any of the seven Project Companies; or
(c) relates to or questions the ITC eligibility, the placed-in-service status, the prevailing wage and apprenticeship compliance, the domestic content qualification, or the tax treatment (including under Section 48, Section 6418, Section 721, or any other provision of the Code) of any project in the Solstice Portfolio or any of the Transaction Documents.
Section 6. Closing Date Financial Matters
The undersigned hereby confirms the following with respect to funds flow and financial matters on the Closing Date:
6.1 Funds Flow. The following transfers of funds are being effectuated on the Closing Date in accordance with the funds flow memorandum agreed upon by the parties and appended to the Escrow Agreement:
(a) Ridgeline First Tranche Capital Contribution. Ridgeline Capital Partners, LLC is funding its first tranche capital contribution of Ninety-Six Million Dollars ($96,000,000) (representing eighty percent (80%) of Ridgeline's aggregate $120,000,000 commitment), which funds are being released from Clearwater Escrow Services, Inc. to Solstice Holdings, LLC's operating account at Osprey National Bank, N.A., in accordance with the Capital Contribution Agreement and the Escrow Agreement.
(b) Pinehurst Credit Purchase Price. The aggregate credit purchase price of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) payable by Pinehurst Insurance Group, Inc. for the Section 6418 transferable ITCs is being released from escrow at Clearwater Escrow Services, Inc. (Account No. CES-2023-80114) to CBR's designated account, in accordance with the TCPA and the Escrow Agreement.
(c) CBR Solstice Manager Capital Contribution. CBR Solstice Manager, LLC has funded its capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, representing its required minimum investment as the Managing Member.
(d) Construction Facility Repayment. A portion of the Closing Date proceeds is being applied toward partial repayment of outstanding draws under the Osprey National Bank, N.A. construction facility (Agreement No. ONB-PF-2022-0341), as required under the terms of such facility and the Back-Leverage Intercreditor and Consent Agreement.
6.2 Ridgeline Second Tranche. The undersigned confirms that Ridgeline's second tranche capital contribution of Twenty-Four Million Dollars ($24,000,000) (representing the remaining twenty percent (20%) of Ridgeline's aggregate $120,000,000 commitment) is due and payable on or before February 6, 2024, which is sixty (60) days after the final commercial operation date of November 18, 2023 (Amistad Solar, LLC), as such date has been extended pursuant to Section 3.2(b) of the Capital Contribution Agreement.
6.3 Retained ITCs. The undersigned confirms that CBR retains Four Million Eight Hundred Thousand Dollars ($4,800,000) in face-value ITCs for its own use and benefit. The total Section 6418-eligible credits generated by the Solstice Portfolio are Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), of which Sixty Million Dollars ($60,000,000) have been sold to Pinehurst pursuant to the TCPA, and the remaining Four Million Eight Hundred Thousand Dollars ($4,800,000) are being retained by CBR and will be claimed on CBR's federal income tax return for the 2023 taxable year.
Section 7. Project Status Confirmation
The undersigned hereby confirms the status of each project in the Solstice Portfolio as set forth in the table below:
The capacity-weighted average commercial operation date for the Solstice Portfolio is October 25, 2023.
7.1 Power Purchase Agreements. All seven projects in the Solstice Portfolio are operating and generating electricity delivered to the applicable offtaker under their respective power purchase agreements, as follows:
(a) Texas Projects (Pecos Sun, Red Mesa, Coyote Flats, Llano Verde, and Amistad): Each Texas project delivers energy and associated environmental attributes under long-term power purchase agreements with Lone Star Grid Solutions, LLC, with a capacity-weighted average contract price of $32.50 per MWh, escalating at a rate of 1.5% per annum, for contract terms of fifteen (15) years from the applicable commercial operation date.
(b) New Mexico Projects (Cimarron and Sandoval Ridge): Each New Mexico project delivers energy and associated environmental attributes under long-term power purchase agreements with Enchantment Power Cooperative, with a capacity-weighted average contract price of $29.75 per MWh, escalating at a rate of 2.0% per annum, for contract terms of twenty (20) years from the applicable commercial operation date.
7.2 EPC Completion. The EPC contractor, Vasquez Brothers Construction, Inc. (EIN 75-2648103), has achieved substantial completion on all seven projects in the Solstice Portfolio under the Master EPC Agreement, dated as of March 15, 2022, between CBR (as owner's representative) and Vasquez Brothers Construction, Inc. Certificates of Substantial Completion for each project have been executed by the EPC contractor and countersigned by CBR, and the applicable punchlist items are in the process of being completed in accordance with the terms of the Master EPC Agreement.
Section 8. Tax Matters Confirmation
The undersigned hereby certifies the following with respect to tax matters relevant to the transactions contemplated by the Transaction Documents:
(a) Energy Property. Each Project Company's solar energy property, including all solar photovoltaic panels, inverters, racking and tracking systems, electrical collection systems, transformers, switchgear, and other tangible personal property and structural components integral to the generation of electricity from solar energy, constitutes "energy property" within the meaning of Section 48 of the Code and applicable Treasury Regulations. Each such energy property has been "placed in service" (within the meaning of Section 48 and applicable Treasury Regulations) during the 2023 taxable year, on the respective commercial operation dates set forth in Section 7 above.
(b) Eligible Basis. The total eligible basis for purposes of computing the investment tax credits under Section 48 of the Code is Three Hundred Eighty-Four Million Six Hundred Thousand Dollars ($384,600,000), representing the aggregate EPC costs of the Solstice Portfolio as set forth in the table in Section 7 above. Such eligible basis has been determined in accordance with Section 48(a)(1) and Section 48(a)(3) of the Code and does not include any costs that are not properly includable in the basis of energy property.
(c) ITC Rate. The applicable ITC rate for each project in the Solstice Portfolio is forty percent (40%), computed as follows:
(i) Base rate of thirty percent (30%) under Section 48(a) of the Code, as modified by the Inflation Reduction Act of 2022 (Pub. L. 117-169), based on satisfaction of the prevailing wage requirements of Section 48(a)(10) of the Code and the apprenticeship requirements of Section 48(a)(11) of the Code;
(ii) Domestic content bonus adder of ten percent (10%) under Section 48(a)(12) of the Code, based on satisfaction of the domestic content requirements set forth therein and in IRS Notice 2023-38; and
(iii) Energy community bonus adder of zero percent (0%) — the energy community adder under Section 48(a)(14) of the Code does not apply, as none of the project locations qualify as an "energy community" within the meaning of Section 45(b)(11)(B) of the Code (as cross-referenced by Section 48(a)(14)).
(d) Total ITCs. The total investment tax credits generated by the Solstice Portfolio are One Hundred Fifty-Three Million Eight Hundred Forty Thousand Dollars ($153,840,000), computed as forty percent (40%) of the aggregate eligible basis of $384,600,000.
(e) ITC Allocation. The ITCs generated by the Solstice Portfolio are allocated as follows:
(i) Eighty-Nine Million Forty Thousand Dollars ($89,040,000) are allocated through the partnership structure of Solstice Holdings, LLC to its members in accordance with the allocation provisions of the LLCA; and
(ii) Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000) are subject to transfer elections under Section 6418 of the Code, of which (A) Sixty Million Dollars ($60,000,000) in face-value ITCs have been sold to Pinehurst Insurance Group, Inc. pursuant to the TCPA, and (B) Four Million Eight Hundred Thousand Dollars ($4,800,000) in face-value ITCs are retained by CBR for its own use.
(f) MACRS Depreciable Basis. The five-year MACRS depreciable basis for the Solstice Portfolio (after the ITC basis reduction required by Section 50(c) of the Code) is Three Hundred Seven Million Six Hundred Eighty Thousand Dollars ($307,680,000), computed as the aggregate eligible basis of $384,600,000 minus fifty percent (50%) of the total ITCs of $153,840,000 (i.e., $384,600,000 minus $76,920,000 = $307,680,000). Such depreciable basis is eligible for the five-year MACRS recovery period applicable to solar energy property under Section 168(e)(3)(B)(vi) of the Code and for 80% first-year bonus depreciation under Section 168(k) of the Code (as applicable for property placed in service in calendar year 2023).
(g) Partnership Representative. CBR Solstice Manager, LLC has been validly designated as the partnership representative of Solstice Holdings, LLC for purposes of Section 6223 of the Code, and Theo Vasquez has been designated as the individual authorized to act on behalf of CBR Solstice Manager, LLC in its capacity as partnership representative, in each case in accordance with the LLCA and the Partnership Representative Designation and Tax Matters Agreement, dated as of September 21, 2023.
(h) Section 754 Election. No election under Section 754 of the Code has been made by Solstice Holdings, LLC, except as expressly provided in the LLCA, and no such election shall be made without the prior written consent of the Tax-Equity Member and Pinehurst, as applicable, in accordance with the terms of the LLCA.
(i) No ITC Recapture. No event has occurred and no condition exists as of the Closing Date that would give rise to, or would reasonably be expected to give rise to, the recapture of any portion of the ITCs generated by the Solstice Portfolio under Section 50(a) of the Code. Without limiting the foregoing, no "energy property" of any Project Company has been disposed of or has otherwise ceased to be "energy property" within the meaning of Section 48 of the Code, and no change in ownership or use of any such property has occurred that would trigger the recapture provisions of Section 50(a) of the Code.
Section 9. Reliance; Addressees
This Certificate is being delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns:
(a) Ridgeline Capital Partners, LLC, 390 Park Avenue, 22nd Floor, New York, New York 10022;
(b) Pinehurst Insurance Group, Inc., 175 Constitution Plaza, Hartford, Connecticut 06103;
(c) Osprey National Bank, N.A., 300 Madison Avenue, New York, New York 10017;
(d) Clearwater Escrow Services, Inc., 100 Wall Street, Suite 600, New York, New York 10005;
(e) Calderwood & Harkness LLP, as counsel to CBR;
(f) Whitfield & Ayers LLP, as counsel to Ridgeline Capital Partners, LLC; and
(g) Thornberry Mack LLP, as counsel to Pinehurst Insurance Group, Inc.
Each of the foregoing parties is entitled to rely on the certifications, representations, and confirmations set forth in this Certificate in connection with the closing of the transactions contemplated by the Transaction Documents on the Closing Date, and in connection with the delivery of any legal opinion, due diligence report, or other deliverable required under the Transaction Documents.
The undersigned makes this Certificate solely in his capacity as Chief Financial Officer of Calloway-Briggs Renewables Inc. and not in any individual or personal capacity. Nothing contained herein shall be construed to impose any personal liability on the undersigned individually.
Section 10. Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
SIGNATURE
IN WITNESS WHEREOF, the undersigned has executed this Officer's Closing Certificate as of the date first written above.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Theo Vasquez
Title: Chief Financial Officer
Address:
2700 Post Oak Boulevard, Suite 1450 Houston, Texas 77056
Date: December 8, 2023
EXHIBIT A
DEFINED TERMS AND TRANSACTION DOCUMENTS
The following is a complete list of all Transaction Documents referenced in this Certificate, together with their full titles, dates of execution, and principal parties:
Capitalized terms used but not defined in this Certificate have the meanings assigned to such terms in the Transaction Documents listed above, as applicable. In the event of any conflict between the definitions set forth in the foregoing Transaction Documents, the definitions set forth in the LLCA shall control unless the context otherwise requires.
[End of Exhibit A]
[End of Officer's Closing Certificate]
Project | Entity | MW(dc) | Location | COD Achieved | EPC Cost
Pecos Sun | Pecos Sun Solar, LLC | 85 | Reeves County, TX | October 15, 2023 | $78,200,000
Red Mesa | Red Mesa Solar, LLC | 70 | Pecos County, TX | October 28, 2023 | $63,700,000
Coyote Flats | Coyote Flats Solar, LLC | 65 | Ward County, TX | November 5, 2023 | $59,100,000
Llano Verde | Llano Verde Solar, LLC | 55 | Hudspeth County, TX | November 12, 2023 | $50,400,000
Cimarron | Cimarron Solar, LLC | 50 | Lea County, NM | September 30, 2023 | $45,800,000
Sandoval Ridge | Sandoval Ridge Solar, LLC | 50 | Sandoval County, NM | October 20, 2023 | $46,100,000
Amistad | Amistad Solar, LLC | 45 | Val Verde County, TX | November 18, 2023 | $41,300,000
Total | 420 | $384,600,000
No. | Transaction Document | Date | Principal Parties
1. | Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC | September 21, 2023 | CBR Solstice Manager, LLC (Managing Member); Ridgeline Capital Partners, LLC (Tax-Equity Member)
2. | Tax Credit Purchase Agreement | September 21, 2023 | Calloway-Briggs Renewables Inc. (Seller); Pinehurst Insurance Group, Inc. (Buyer)
3. | Capital Contribution Agreement | September 21, 2023 | Ridgeline Capital Partners, LLC; Solstice Holdings, LLC
4. | Tax Indemnity Agreement | September 21, 2023 | Calloway-Briggs Renewables Inc. (Indemnitor); Pinehurst Insurance Group, Inc. (Indemnitee)
5. | Purchase Option Agreement | September 21, 2023 | CBR Solstice Manager, LLC; Ridgeline Capital Partners, LLC; Solstice Holdings, LLC
6. | Escrow Agreement | September 21, 2023 | Calloway-Briggs Renewables Inc.; Ridgeline Capital Partners, LLC; Pinehurst Insurance Group, Inc.; Clearwater Escrow Services, Inc. (Escrow Agent)
7. | Intercompany Contribution Agreement | September 21, 2023 | Calloway-Briggs Renewables Inc.; CBR Solstice Manager, LLC; Solstice Holdings, LLC
8. | Back-Leverage Intercreditor and Consent Agreement | September 21, 2023 | Osprey National Bank, N.A.; Ridgeline Capital Partners, LLC; Calloway-Briggs Renewables Inc.
9. | Pledge Agreement | December 8, 2023 | CBR Solstice Manager, LLC (Pledgor); Osprey National Bank, N.A. (Secured Party)
10. | Partnership Representative Designation and Tax Matters Agreement | September 21, 2023 | CBR Solstice Manager, LLC; Ridgeline Capital Partners, LLC; Solstice Holdings, LLC

OFFICER'S CLOSING CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

RECITALS

SIGNATURE

CALLOWAY-BRIGGS RENEWABLES INC.

EXHIBIT A

DEFINED TERMS AND TRANSACTION DOCUMENTS

Record

Parties

Dates

Amounts