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

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SECRETARY'S CERTIFICATE OF CBR SOLSTICE MANAGER, LLC

Delivered in Connection with the Closing of the Tax-Equity Investment and Transferable Tax Credit Sale Relating to the Solstice Portfolio

December 8, 2023

The undersigned, Marcus Calloway, hereby delivers this Secretary's Certificate (this "Certificate") in his capacity as the duly authorized representative of CBR Solstice Manager, LLC, a Delaware limited liability company ("CBR Manager" or the "Company"). CBR Manager serves as the sole managing member of Solstice Holdings, LLC, a Delaware limited liability company (EIN: 88-4071523) (the "Partnership"). CBR Manager is a wholly owned subsidiary of Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), which is the sole member of CBR Manager. For federal income tax purposes, CBR Manager is a disregarded entity whose activities are treated as those of its sole member, CBR.

CBR Manager was assigned Employer Identification Number 88-4071597 by the Internal Revenue Service. CBR Manager was duly formed in the State of Delaware on August 14, 2023, by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware. The registered agent of CBR Manager in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

This Certificate is delivered pursuant to (i) that certain Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023 (the "LLCA"), by and among CBR Manager and Ridgeline Capital Partners, LLC, a Delaware limited liability company ("Ridgeline"), (ii) that certain Capital Contribution Agreement, dated as of September 21, 2023, by and among the parties thereto (the "Capital Contribution Agreement"), and (iii) the other Transaction Documents (as defined in the LLCA), in each case in connection with the closing of the tax-equity investment by Ridgeline in the Partnership and the transferable tax credit sale to Pinehurst Insurance Group, Inc., a Delaware corporation ("Pinehurst"), relating to the Solstice Portfolio (as defined in the LLCA).

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLCA.

The undersigned hereby certifies as follows:

1. Certificate of Formation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of CBR Solstice Manager, LLC (the "Certificate of Formation"), as filed with the Secretary of State of the State of Delaware on August 14, 2023. No amendments, restatements, supplements, or other modifications have been made to the Certificate of Formation since the date of its original filing, and the Certificate of Formation is in full force and effect as of the date hereof.

2. Limited Liability Company Agreement. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of CBR Solstice Manager, LLC (the "Company LLC Agreement"), as in effect on the date hereof. The sole member of CBR Manager under the Company LLC Agreement is Calloway-Briggs Renewables Inc., a Texas corporation (EIN: 84-3291076; Texas Secretary of State File No.: 803762114), headquartered at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056. The Company LLC Agreement confirms that CBR Manager is treated as a disregarded entity for federal income tax purposes. The Company LLC Agreement has not been amended, modified, supplemented, restated, or otherwise changed since its adoption, and the Company LLC Agreement remains in full force and effect as of the date hereof.

3. Member Consent / Resolutions Authorizing the Transaction. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Sole Member of CBR Solstice Manager, LLC (the "Member Consent"), duly adopted as of September 15, 2023, by Calloway-Briggs Renewables Inc., as the sole member of CBR Manager. The Member Consent has not been subsequently revoked, rescinded, amended, or modified and remains in full force and effect as of the date hereof. The Member Consent authorizes the following actions on behalf of CBR Manager:

(a) The execution, delivery, and performance by CBR Manager of the LLCA and all other Transaction Documents to which CBR Manager is, or is contemplated to be, a party, including without limitation the Capital Contribution Agreement, the Tax Credit Purchase Agreement, the Tax Indemnity Agreement, the Purchase Option Agreement, the Intercompany Contribution Agreement, and the Partnership Representative Designation, together with all schedules, exhibits, annexes, certificates, and ancillary instruments delivered or to be delivered in connection therewith;

(b) CBR Manager's service as the Managing Member of Solstice Holdings, LLC pursuant to the LLCA, including the exercise of all rights, powers, and authorities granted to the Managing Member thereunder;

(c) CBR Manager's capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, representing two percent (2%) of Ridgeline's capital contribution of One Hundred Twenty Million Dollars ($120,000,000), consistent with the minimum investment requirements set forth in Revenue Procedure 2007-65;

(d) The admission of Ridgeline Capital Partners, LLC as the Tax-Equity Member of Solstice Holdings, LLC pursuant to the LLCA;

(e) The contribution by CBR of one hundred percent (100%) of the membership interests in each of the seven (7) project companies to Solstice Holdings, LLC, such project companies being the following:

(i) Pecos Sun Solar, LLC;

(ii) Red Mesa Solar, LLC;

(iii) Coyote Flats Solar, LLC;

(iv) Llano Verde Solar, LLC;

(v) Cimarron Solar, LLC;

(vi) Sandoval Ridge Solar, LLC; and

(vii) Amistad Solar, LLC

(collectively, the "Project Companies");

(f) The execution, delivery, and performance of (A) the Escrow Agreement with Clearwater Escrow Services, Inc., as escrow agent, (B) the Back-Leverage Intercreditor and Consent Agreement with Osprey National Bank, N.A. and Ridgeline, and (C) the Pledge Agreement in favor of Osprey National Bank, N.A.;

(g) The authorization of each of the following individuals to execute and deliver any and all documents, instruments, certificates, and agreements on behalf of CBR Manager in connection with the transactions contemplated by the Transaction Documents:

(i) Marcus Calloway, Chairman and Chief Executive Officer of CBR;

(ii) Diana Briggs, President and Chief Operating Officer of CBR; and

(iii) Theo Vasquez, Chief Financial Officer of CBR; and

(h) The taking of such further actions as may be necessary or advisable to consummate the transactions contemplated by the Transaction Documents, including without limitation the execution of amendments, waivers, consents, and certificates as any of the authorized signatories identified above may deem necessary or appropriate.

The Member Consent constitutes the only action required by the Company LLC Agreement, the Certificate of Formation, or applicable Delaware law (including the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.) to authorize and approve the transactions contemplated hereby. No other consent, approval, authorization, order, filing, registration, or qualification of or with any governmental authority, regulatory body, member, manager, or other person is required in connection with the authorization, execution, delivery, or performance by CBR Manager of the Transaction Documents or any of the other actions described in this Paragraph 3.

4. Incumbency of Authorized Signatories. The undersigned hereby certifies that the following persons are duly authorized representatives of CBR Solstice Manager, LLC, that each holds the office or position set forth opposite his or her name below, and that the signature set forth opposite each such person's name is his or her genuine signature:

Each such person identified in the table above is authorized to execute, deliver, and perform on behalf of CBR Manager any and all Transaction Documents and related instruments, certificates, and agreements, and each such person has the full power and authority to bind CBR Manager with respect to the matters described herein and in the Member Consent. The authority granted to each such person shall remain in full force and effect until such time as CBR Manager delivers written notice to Ridgeline revoking or modifying such authority.

5. Good Standing. Attached hereto as Exhibit D is a certificate of good standing (or equivalent certificate of status) for CBR Solstice Manager, LLC issued by the Secretary of State of the State of Delaware, dated December 4, 2023, which date is not more than five (5) business days prior to the date hereof. Such certificate confirms that CBR Manager was duly formed on August 14, 2023, is validly existing, and is in good standing under the laws of the State of Delaware.

6. No Dissolution, Bankruptcy, or Adverse Proceedings. The undersigned hereby certifies that:

(i) no proceedings have been commenced or are pending for the dissolution, liquidation, or winding up of CBR Manager, whether voluntary or involuntary, and no action or vote has been taken to authorize any such proceeding;

(ii) no petition in bankruptcy has been filed by or against CBR Manager under Title 11 of the United States Code or any analogous state or foreign insolvency law, and CBR Manager has not made an assignment for the benefit of creditors or taken any action in contemplation of any of the foregoing;

(iii) no receiver, trustee, custodian, conservator, liquidator, or similar officer has been appointed for CBR Manager or any of its property or assets, and no application or proceeding for any such appointment is pending or, to the knowledge of the undersigned, threatened; and

(iv) no event has occurred and no condition exists that, with the giving of notice, the lapse of time, or both, would constitute a default or an event of default by CBR Manager under any of the Transaction Documents or any other material agreement, instrument, or undertaking to which CBR Manager is a party or by which it or its assets may be bound.

7. No Amendments or Changes. The undersigned hereby certifies that:

(i) the Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since its filing with the Secretary of State of the State of Delaware on August 14, 2023, and remains in full force and effect;

(ii) the Company LLC Agreement has not been amended, restated, supplemented, or otherwise modified since its execution, and remains in full force and effect; and

(iii) the Member Consent has not been revoked, rescinded, amended, modified, or supplemented since its adoption on September 15, 2023, and remains in full force and effect.

8. Reliance. This Certificate is being delivered in connection with the closing of the transactions contemplated by the LLCA, the Capital Contribution Agreement, the Tax Credit Purchase Agreement, and the other Transaction Documents. The undersigned understands and acknowledges that each of the following parties is entitled to rely upon this Certificate and the accuracy, completeness, and truthfulness of each of the certifications, representations, and statements contained herein:

(i) Ridgeline Capital Partners, LLC;

(ii) Pinehurst Insurance Group, Inc.;

(iii) Osprey National Bank, N.A.;

(iv) Clearwater Escrow Services, Inc.;

(v) Calderwood & Harkness LLP (counsel to Ridgeline);

(vi) Whitfield & Ayers LLP (counsel to Pinehurst); and

(vii) Thornberry Mack LLP (counsel to CBR and CBR Manager).

Such parties may rely upon this Certificate as if this Certificate were addressed directly to each such party. This Certificate shall inure to the benefit of each such party and its respective successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of December 8, 2023.

CBR SOLSTICE MANAGER, LLC (by Calloway-Briggs Renewables Inc., its sole member)

By: ________

Name: Marcus Calloway

Title: Authorized Representative

(In his capacity as Chairman & Chief Executive Officer of Calloway-Briggs Renewables Inc., the sole member of CBR Solstice Manager, LLC)

Date: December 8, 2023

COUNTER-CERTIFICATION

I, Theo Vasquez, in my capacity as Chief Financial Officer of Calloway-Briggs Renewables Inc., the sole member of CBR Solstice Manager, LLC, do hereby confirm and certify that (i) Marcus Calloway is the duly authorized representative of CBR Solstice Manager, LLC, holding the office of Chairman and Chief Executive Officer of Calloway-Briggs Renewables Inc., (ii) Mr. Calloway's signature as set forth above is genuine, and (iii) Mr. Calloway was, as of the date of this Certificate, duly authorized to execute and deliver this Certificate on behalf of CBR Solstice Manager, LLC.

By: ________

Name: Theo Vasquez

Title: Chief Financial Officer,

Calloway-Briggs Renewables Inc. (sole member of CBR Solstice Manager, LLC)

Date: December 8, 2023

EXHIBIT A

Certificate of Formation of CBR Solstice Manager, LLC

(As filed with the Secretary of State of the State of Delaware on August 14, 2023)

STATE OF DELAWARE CERTIFICATE OF FORMATION OF CBR SOLSTICE MANAGER, LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-201), hereby certifies as follows:

FIRST: The name of the limited liability company is:

CBR Solstice Manager, LLC

SECOND: The address of the registered office of the limited liability company in the State of Delaware is:

160 Greentree Drive, Suite 101 Dover, Delaware 19904 County of Kent

THIRD: The name and address of the registered agent for service of process on the limited liability company in the State of Delaware is:

Cascade Systems 160 Greentree Drive, Suite 101 Dover, Delaware 19904

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 14, 2023.

By: ________

Name: Marcus Calloway

Title: Authorized Person

Date: August 14, 2023

Filed and effective August 14, 2023, as reflected in the records of the Secretary of State of the State of Delaware. File No. 7483291.

EXHIBIT B

Limited Liability Company Agreement of CBR Solstice Manager, LLC

(Effective as of August 14, 2023)

LIMITED LIABILITY COMPANY AGREEMENT OF CBR SOLSTICE MANAGER, LLC A Delaware Limited Liability Company

This Limited Liability Company Agreement (this "Agreement") of CBR Solstice Manager, LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of August 14, 2023, by Calloway-Briggs Renewables Inc., a Texas corporation (EIN: 84-3291076; Texas Secretary of State File No.: 803762114), as the sole member of the Company (the "Member").

ARTICLE I — ORGANIZATION

Section 1.1 Formation. The Company was formed as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "Act"), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on August 14, 2023.

Section 1.2 Name. The name of the Company is "CBR Solstice Manager, LLC." The business of the Company may be conducted under such name or under any other name or names that the Member may designate from time to time.

Section 1.3 Registered Agent and Office. The registered agent of the Company in the State of Delaware is Cascade Systems, and the registered office of the Company in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Member may change the registered agent and registered office from time to time in accordance with the Act.

Section 1.4 Principal Office. The principal office of the Company shall be located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, or at such other place as the Member may designate from time to time.

Section 1.5 Employer Identification Number. The Company has been assigned Employer Identification Number 88-4071597 by the Internal Revenue Service.

Section 1.6 Purpose. The purpose of the Company is to serve as the managing member of Solstice Holdings, LLC, a Delaware limited liability company, and to engage in any and all activities necessary, incidental, or related thereto, and to exercise all powers permitted to limited liability companies under the Act and the laws of any jurisdiction in which the Company may do business.

Section 1.7 Term. The Company shall have a perpetual existence unless dissolved in accordance with the Act or this Agreement.

ARTICLE II — MEMBER; MANAGEMENT

Section 2.1 Sole Member. The sole member of the Company is Calloway-Briggs Renewables Inc., a Texas corporation, headquartered at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056.

Section 2.2 Management. The Company shall be managed by its Member. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business.

Section 2.3 Authorized Representatives. The Member may, from time to time, designate one or more individuals to act as authorized representatives of the Company. Each such authorized representative shall have the power and authority to execute documents and take actions on behalf of the Company as the Member may determine. The Member hereby designates the officers of Calloway-Briggs Renewables Inc. as authorized representatives of the Company, with the authority to act on behalf of the Company in all matters.

Section 2.4 Officers. The Company shall not have officers as such, but the officers of the Member (or individuals designated by the Member) shall serve as the authorized representatives of the Company with such authority as the Member may prescribe.

ARTICLE III — TAX STATUS

Section 3.1 Disregarded Entity. As the Company has a single member, the Company shall be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3(b)(1)(ii). The Company shall not elect to be treated as an association taxable as a corporation. All items of income, deduction, gain, loss, and credit of the Company shall be reported on the federal income tax return of the Member.

Section 3.2 State and Local Taxes. The Company shall comply with all applicable state and local tax filing requirements consistent with its treatment as a disregarded entity for federal income tax purposes, unless otherwise required by applicable law.

ARTICLE IV — CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

Section 4.1 Capital Contributions. The Member has contributed or shall contribute to the Company such cash and other property as the Member deems necessary or appropriate.

Section 4.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member may determine.

ARTICLE V — DISSOLUTION

Section 5.1 Dissolution Events. The Company shall be dissolved upon the earliest to occur of (a) the written consent of the Member, (b) the entry of a decree of judicial dissolution pursuant to 6 Del. C. § 18-802, or (c) any other event required under the Act.

Section 5.2 Winding Up. Upon dissolution, the Member shall wind up the affairs of the Company in accordance with the Act.

ARTICLE VI — MISCELLANEOUS

Section 6.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Section 6.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by the Member.

Section 6.3 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, with respect thereto.

IN WITNESS WHEREOF, the Member has executed this Limited Liability Company Agreement as of August 14, 2023.

CALLOWAY-BRIGGS RENEWABLES INC. (Sole Member)

By: ________

Name: Marcus Calloway

Title: Chairman & Chief Executive Officer

Date: August 14, 2023

EXHIBIT C

Written Consent of the Sole Member of CBR Solstice Manager, LLC

(Adopted as of September 15, 2023)

WRITTEN CONSENT OF THE SOLE MEMBER OF CBR SOLSTICE MANAGER, LLC A Delaware Limited Liability Company

IN LIEU OF A MEETING Effective as of September 15, 2023

The undersigned, Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), being the sole member of CBR Solstice Manager, LLC, a Delaware limited liability company ("CBR Manager" or the "Company"), hereby adopts the following resolutions by written consent in lieu of a meeting in accordance with Section 6.2 of the Limited Liability Company Agreement of CBR Manager dated as of August 14, 2023 (the "Company LLC Agreement"), and Section 18-302(d) of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.):

RECITALS. WHEREAS, CBR Manager serves as the sole managing member of Solstice Holdings, LLC, a Delaware limited liability company (EIN: 88-4071523) (the "Partnership");

WHEREAS, the Partnership was formed for the purpose of owning, directly or indirectly, one hundred percent (100%) of the membership interests in each of the following seven (7) project companies (collectively, the "Project Companies"), which together constitute the "Solstice Portfolio":

(i) Pecos Sun Solar, LLC — 85 MW(dc) solar photovoltaic project located in Reeves County, Texas;

(ii) Red Mesa Solar, LLC — 70 MW(dc) solar photovoltaic project located in Pecos County, Texas;

(iii) Coyote Flats Solar, LLC — 65 MW(dc) solar photovoltaic project located in Ward County, Texas;

(iv) Llano Verde Solar, LLC — 55 MW(dc) solar photovoltaic project located in Hudspeth County, Texas;

(v) Cimarron Solar, LLC — 50 MW(dc) solar photovoltaic project located in Lea County, New Mexico;

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

(vii) Amistad Solar, LLC — 45 MW(dc) solar photovoltaic project located in Val Verde County, Texas;

representing an aggregate nameplate capacity of 420 MW(dc);

WHEREAS, CBR Manager and Ridgeline Capital Partners, LLC, a Delaware limited liability company ("Ridgeline"), propose to enter into that certain Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA"), pursuant to which Ridgeline will be admitted as the Tax-Equity Member of the Partnership and will make a capital contribution of One Hundred Twenty Million Dollars ($120,000,000) (the "Tax-Equity Investment");

WHEREAS, CBR Manager proposes to make a capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to the Partnership, representing two percent (2%) of Ridgeline's capital contribution, consistent with the minimum investment requirements established under Revenue Procedure 2007-65;

WHEREAS, in connection with the Tax-Equity Investment, the parties propose to enter into a Capital Contribution Agreement, a Tax Credit Purchase Agreement with Pinehurst Insurance Group, Inc. ("Pinehurst"), and certain other Transaction Documents (as defined in the LLCA);

WHEREAS, the aggregate financing for the Solstice Portfolio is expected to total One Hundred Eighty Million Dollars ($180,000,000), comprising (a) the Tax-Equity Investment of $120,000,000 by Ridgeline, (b) transferable tax credit sale proceeds of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) from Pinehurst, and (c) Four Million Eight Hundred Thousand Dollars ($4,800,000) in retained credits; and

WHEREAS, the sole member of CBR Manager desires to authorize and approve the foregoing transactions and related matters;

NOW, THEREFORE, BE IT RESOLVED, that the sole member hereby authorizes and approves the following:

RESOLUTIONS. RESOLVED, that the execution, delivery, and performance by CBR Manager of the LLCA and all other Transaction Documents to which CBR Manager is or will be a party, including without limitation the following, be, and each hereby is, authorized and approved in all respects:

(a) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA");

(b) the Capital Contribution Agreement;

(d) the Tax Indemnity Agreement;

(e) the Purchase Option Agreement;

(f) the Escrow Agreement with Clearwater Escrow Services, Inc.;

(g) the Intercompany Contribution Agreement;

(h) the Partnership Representative Designation;

(i) the Back-Leverage Intercreditor and Consent Agreement with Osprey National Bank, N.A. and Ridgeline;

(j) the Pledge Agreement in favor of Osprey National Bank, N.A.; and

(k) all related documents, instruments, certificates, schedules, and exhibits contemplated thereby or necessary or advisable in connection therewith;

FURTHER RESOLVED, that CBR Manager is hereby authorized to serve as the Managing Member of Solstice Holdings, LLC pursuant to the terms and conditions of the LLCA;

FURTHER RESOLVED, that CBR Manager is hereby authorized to make a capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC;

FURTHER RESOLVED, that the admission of Ridgeline Capital Partners, LLC as the Tax-Equity Member of Solstice Holdings, LLC pursuant to the LLCA is hereby authorized and approved;

FURTHER RESOLVED, that the contribution by CBR of one hundred percent (100%) of the membership interests in each of the seven (7) Project Companies to Solstice Holdings, LLC is hereby authorized and approved;

FURTHER RESOLVED, that each of the following individuals is hereby authorized to execute and deliver any and all documents, instruments, certificates, and agreements on behalf of CBR Manager in connection with the transactions contemplated by the Transaction Documents:

(i) Marcus Calloway, Chairman and Chief Executive Officer of CBR;

(ii) Diana Briggs, President and Chief Operating Officer of CBR; and

(iii) Theo Vasquez, Chief Financial Officer of CBR;

and each such person is authorized to take such actions and execute such documents, in each case with such changes, amendments, supplements, or modifications as such person may approve (such approval to be conclusively evidenced by such person's execution thereof), all without further action or consent by the sole member;

FURTHER RESOLVED, that each of the authorized individuals named above be, and each hereby is, authorized and empowered to take such further actions and to execute and deliver such further documents, instruments, and certificates as may be necessary or advisable to consummate the transactions contemplated by the Transaction Documents and to carry out the intent and purposes of the foregoing resolutions; and

FURTHER RESOLVED, that all actions heretofore taken by any authorized representative of CBR Manager in connection with the negotiation, preparation, and execution of the Transaction Documents and the transactions contemplated thereby are hereby ratified, confirmed, and approved in all respects.

This Written Consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Written Consent shall be effective as of September 15, 2023, and shall be filed with the records of CBR Manager.

CALLOWAY-BRIGGS RENEWABLES INC. (Sole Member of CBR Solstice Manager, LLC)

By: ________

Name: Marcus Calloway

Title: Chairman & Chief Executive Officer

Date: September 15, 2023

EXHIBIT D

Certificate of Good Standing — CBR Solstice Manager, LLC

(Issued by the Secretary of State of the State of Delaware)

STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF GOOD STANDING

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT CBR SOLSTICE MANAGER, LLC IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE DATE OF THIS CERTIFICATION.

CBR SOLSTICE MANAGER, LLC WAS FORMED ON THE FOURTEENTH DAY OF AUGUST, A.D. 2023.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover, this Fourth day of December, A.D. 2023.

________________________________________

Jeffrey W. Bullock Secretary of State of the State of Delaware

Authentication: 230489721

Date: December 4, 2023

You may verify this Certificate online at https://icis.corp.delaware.gov/ecorp/ using authentication number 230489721.

[Remainder of Page Intentionally Left Blank]

Name	Title / Position	Signature
Marcus Calloway	Authorized Representative (Chairman & CEO of CBR, the sole member)	________
Diana Briggs	Authorized Representative (President & COO of CBR, the sole member)	________
Theo Vasquez	Authorized Representative (CFO of CBR, the sole member); Designated Individual under IRC § 6223 for Partnership Representative purposes	________
Priya Anand	Authorized Representative (VP, Project Finance of CBR, the sole member)	________

SECRETARY'S CERTIFICATE OF CBR SOLSTICE MANAGER, LLC
Delivered in Connection with the Closing of the Tax-Equity Investment and Transferable Tax Credit Sale Relating to the Solstice Portfolio
December 8, 2023
The undersigned, Marcus Calloway, hereby delivers this Secretary's Certificate (this "Certificate") in his capacity as the duly authorized representative of CBR Solstice Manager, LLC, a Delaware limited liability company ("CBR Manager" or the "Company"). CBR Manager serves as the sole managing member of Solstice Holdings, LLC, a Delaware limited liability company (EIN: 88-4071523) (the "Partnership"). CBR Manager is a wholly owned subsidiary of Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), which is the sole member of CBR Manager. For federal income tax purposes, CBR Manager is a disregarded entity whose activities are treated as those of its sole member, CBR.
CBR Manager was assigned Employer Identification Number 88-4071597 by the Internal Revenue Service. CBR Manager was duly formed in the State of Delaware on August 14, 2023, by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware. The registered agent of CBR Manager in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904.
This Certificate is delivered pursuant to (i) that certain Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023 (the "LLCA"), by and among CBR Manager and Ridgeline Capital Partners, LLC, a Delaware limited liability company ("Ridgeline"), (ii) that certain Capital Contribution Agreement, dated as of September 21, 2023, by and among the parties thereto (the "Capital Contribution Agreement"), and (iii) the other Transaction Documents (as defined in the LLCA), in each case in connection with the closing of the tax-equity investment by Ridgeline in the Partnership and the transferable tax credit sale to Pinehurst Insurance Group, Inc., a Delaware corporation ("Pinehurst"), relating to the Solstice Portfolio (as defined in the LLCA).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLCA.
The undersigned hereby certifies as follows:
1. Certificate of Formation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of CBR Solstice Manager, LLC (the "Certificate of Formation"), as filed with the Secretary of State of the State of Delaware on August 14, 2023. No amendments, restatements, supplements, or other modifications have been made to the Certificate of Formation since the date of its original filing, and the Certificate of Formation is in full force and effect as of the date hereof.
2. Limited Liability Company Agreement. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of CBR Solstice Manager, LLC (the "Company LLC Agreement"), as in effect on the date hereof. The sole member of CBR Manager under the Company LLC Agreement is Calloway-Briggs Renewables Inc., a Texas corporation (EIN: 84-3291076; Texas Secretary of State File No.: 803762114), headquartered at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056. The Company LLC Agreement confirms that CBR Manager is treated as a disregarded entity for federal income tax purposes. The Company LLC Agreement has not been amended, modified, supplemented, restated, or otherwise changed since its adoption, and the Company LLC Agreement remains in full force and effect as of the date hereof.
3. Member Consent / Resolutions Authorizing the Transaction. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Sole Member of CBR Solstice Manager, LLC (the "Member Consent"), duly adopted as of September 15, 2023, by Calloway-Briggs Renewables Inc., as the sole member of CBR Manager. The Member Consent has not been subsequently revoked, rescinded, amended, or modified and remains in full force and effect as of the date hereof. The Member Consent authorizes the following actions on behalf of CBR Manager:
(a) The execution, delivery, and performance by CBR Manager of the LLCA and all other Transaction Documents to which CBR Manager is, or is contemplated to be, a party, including without limitation the Capital Contribution Agreement, the Tax Credit Purchase Agreement, the Tax Indemnity Agreement, the Purchase Option Agreement, the Intercompany Contribution Agreement, and the Partnership Representative Designation, together with all schedules, exhibits, annexes, certificates, and ancillary instruments delivered or to be delivered in connection therewith;
(b) CBR Manager's service as the Managing Member of Solstice Holdings, LLC pursuant to the LLCA, including the exercise of all rights, powers, and authorities granted to the Managing Member thereunder;
(c) CBR Manager's capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, representing two percent (2%) of Ridgeline's capital contribution of One Hundred Twenty Million Dollars ($120,000,000), consistent with the minimum investment requirements set forth in Revenue Procedure 2007-65;
(d) The admission of Ridgeline Capital Partners, LLC as the Tax-Equity Member of Solstice Holdings, LLC pursuant to the LLCA;
(e) The contribution by CBR of one hundred percent (100%) of the membership interests in each of the seven (7) project companies to Solstice Holdings, LLC, such project companies being the following:
(i) Pecos Sun Solar, LLC;
(ii) Red Mesa Solar, LLC;
(iii) Coyote Flats Solar, LLC;
(iv) Llano Verde Solar, LLC;
(v) Cimarron Solar, LLC;
(vi) Sandoval Ridge Solar, LLC; and
(vii) Amistad Solar, LLC
(collectively, the "Project Companies");
(f) The execution, delivery, and performance of (A) the Escrow Agreement with Clearwater Escrow Services, Inc., as escrow agent, (B) the Back-Leverage Intercreditor and Consent Agreement with Osprey National Bank, N.A. and Ridgeline, and (C) the Pledge Agreement in favor of Osprey National Bank, N.A.;
(g) The authorization of each of the following individuals to execute and deliver any and all documents, instruments, certificates, and agreements on behalf of CBR Manager in connection with the transactions contemplated by the Transaction Documents:
(i) Marcus Calloway, Chairman and Chief Executive Officer of CBR;
(ii) Diana Briggs, President and Chief Operating Officer of CBR; and
(iii) Theo Vasquez, Chief Financial Officer of CBR; and
(h) The taking of such further actions as may be necessary or advisable to consummate the transactions contemplated by the Transaction Documents, including without limitation the execution of amendments, waivers, consents, and certificates as any of the authorized signatories identified above may deem necessary or appropriate.
The Member Consent constitutes the only action required by the Company LLC Agreement, the Certificate of Formation, or applicable Delaware law (including the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.) to authorize and approve the transactions contemplated hereby. No other consent, approval, authorization, order, filing, registration, or qualification of or with any governmental authority, regulatory body, member, manager, or other person is required in connection with the authorization, execution, delivery, or performance by CBR Manager of the Transaction Documents or any of the other actions described in this Paragraph 3.
4. Incumbency of Authorized Signatories. The undersigned hereby certifies that the following persons are duly authorized representatives of CBR Solstice Manager, LLC, that each holds the office or position set forth opposite his or her name below, and that the signature set forth opposite each such person's name is his or her genuine signature:
Each such person identified in the table above is authorized to execute, deliver, and perform on behalf of CBR Manager any and all Transaction Documents and related instruments, certificates, and agreements, and each such person has the full power and authority to bind CBR Manager with respect to the matters described herein and in the Member Consent. The authority granted to each such person shall remain in full force and effect until such time as CBR Manager delivers written notice to Ridgeline revoking or modifying such authority.
5. Good Standing. Attached hereto as Exhibit D is a certificate of good standing (or equivalent certificate of status) for CBR Solstice Manager, LLC issued by the Secretary of State of the State of Delaware, dated December 4, 2023, which date is not more than five (5) business days prior to the date hereof. Such certificate confirms that CBR Manager was duly formed on August 14, 2023, is validly existing, and is in good standing under the laws of the State of Delaware.
6. No Dissolution, Bankruptcy, or Adverse Proceedings. The undersigned hereby certifies that:
(i) no proceedings have been commenced or are pending for the dissolution, liquidation, or winding up of CBR Manager, whether voluntary or involuntary, and no action or vote has been taken to authorize any such proceeding;
(ii) no petition in bankruptcy has been filed by or against CBR Manager under Title 11 of the United States Code or any analogous state or foreign insolvency law, and CBR Manager has not made an assignment for the benefit of creditors or taken any action in contemplation of any of the foregoing;
(iii) no receiver, trustee, custodian, conservator, liquidator, or similar officer has been appointed for CBR Manager or any of its property or assets, and no application or proceeding for any such appointment is pending or, to the knowledge of the undersigned, threatened; and
(iv) no event has occurred and no condition exists that, with the giving of notice, the lapse of time, or both, would constitute a default or an event of default by CBR Manager under any of the Transaction Documents or any other material agreement, instrument, or undertaking to which CBR Manager is a party or by which it or its assets may be bound.
7. No Amendments or Changes. The undersigned hereby certifies that:
(i) the Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since its filing with the Secretary of State of the State of Delaware on August 14, 2023, and remains in full force and effect;
(ii) the Company LLC Agreement has not been amended, restated, supplemented, or otherwise modified since its execution, and remains in full force and effect; and
(iii) the Member Consent has not been revoked, rescinded, amended, modified, or supplemented since its adoption on September 15, 2023, and remains in full force and effect.
8. Reliance. This Certificate is being delivered in connection with the closing of the transactions contemplated by the LLCA, the Capital Contribution Agreement, the Tax Credit Purchase Agreement, and the other Transaction Documents. The undersigned understands and acknowledges that each of the following parties is entitled to rely upon this Certificate and the accuracy, completeness, and truthfulness of each of the certifications, representations, and statements contained herein:
(i) Ridgeline Capital Partners, LLC;
(ii) Pinehurst Insurance Group, Inc.;
(iii) Osprey National Bank, N.A.;
(iv) Clearwater Escrow Services, Inc.;
(v) Calderwood & Harkness LLP (counsel to Ridgeline);
(vi) Whitfield & Ayers LLP (counsel to Pinehurst); and
(vii) Thornberry Mack LLP (counsel to CBR and CBR Manager).
Such parties may rely upon this Certificate as if this Certificate were addressed directly to each such party. This Certificate shall inure to the benefit of each such party and its respective successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of December 8, 2023.
CBR SOLSTICE MANAGER, LLC (by Calloway-Briggs Renewables Inc., its sole member)
By: ________
Name: Marcus Calloway
Title: Authorized Representative
(In his capacity as Chairman & Chief Executive Officer of Calloway-Briggs Renewables Inc., the sole member of CBR Solstice Manager, LLC)
Date: December 8, 2023
COUNTER-CERTIFICATION
I, Theo Vasquez, in my capacity as Chief Financial Officer of Calloway-Briggs Renewables Inc., the sole member of CBR Solstice Manager, LLC, do hereby confirm and certify that (i) Marcus Calloway is the duly authorized representative of CBR Solstice Manager, LLC, holding the office of Chairman and Chief Executive Officer of Calloway-Briggs Renewables Inc., (ii) Mr. Calloway's signature as set forth above is genuine, and (iii) Mr. Calloway was, as of the date of this Certificate, duly authorized to execute and deliver this Certificate on behalf of CBR Solstice Manager, LLC.
By: ________
Name: Theo Vasquez
Title: Chief Financial Officer,
Calloway-Briggs Renewables Inc. (sole member of CBR Solstice Manager, LLC)
Date: December 8, 2023
EXHIBIT A
Certificate of Formation of CBR Solstice Manager, LLC
(As filed with the Secretary of State of the State of Delaware on August 14, 2023)
STATE OF DELAWARE CERTIFICATE OF FORMATION OF CBR SOLSTICE MANAGER, LLC
The undersigned, an authorized person, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-201), hereby certifies as follows:
FIRST: The name of the limited liability company is:
CBR Solstice Manager, LLC
SECOND: The address of the registered office of the limited liability company in the State of Delaware is:
160 Greentree Drive, Suite 101 Dover, Delaware 19904 County of Kent
THIRD: The name and address of the registered agent for service of process on the limited liability company in the State of Delaware is:
Cascade Systems 160 Greentree Drive, Suite 101 Dover, Delaware 19904
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 14, 2023.
By: ________
Name: Marcus Calloway
Title: Authorized Person
Date: August 14, 2023
Filed and effective August 14, 2023, as reflected in the records of the Secretary of State of the State of Delaware. File No. 7483291.
EXHIBIT B
Limited Liability Company Agreement of CBR Solstice Manager, LLC
(Effective as of August 14, 2023)
LIMITED LIABILITY COMPANY AGREEMENT OF CBR SOLSTICE MANAGER, LLC A Delaware Limited Liability Company
This Limited Liability Company Agreement (this "Agreement") of CBR Solstice Manager, LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of August 14, 2023, by Calloway-Briggs Renewables Inc., a Texas corporation (EIN: 84-3291076; Texas Secretary of State File No.: 803762114), as the sole member of the Company (the "Member").
ARTICLE I — ORGANIZATION
Section 1.1 Formation. The Company was formed as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "Act"), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on August 14, 2023.
Section 1.2 Name. The name of the Company is "CBR Solstice Manager, LLC." The business of the Company may be conducted under such name or under any other name or names that the Member may designate from time to time.
Section 1.3 Registered Agent and Office. The registered agent of the Company in the State of Delaware is Cascade Systems, and the registered office of the Company in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Member may change the registered agent and registered office from time to time in accordance with the Act.
Section 1.4 Principal Office. The principal office of the Company shall be located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, or at such other place as the Member may designate from time to time.
Section 1.5 Employer Identification Number. The Company has been assigned Employer Identification Number 88-4071597 by the Internal Revenue Service.
Section 1.6 Purpose. The purpose of the Company is to serve as the managing member of Solstice Holdings, LLC, a Delaware limited liability company, and to engage in any and all activities necessary, incidental, or related thereto, and to exercise all powers permitted to limited liability companies under the Act and the laws of any jurisdiction in which the Company may do business.
Section 1.7 Term. The Company shall have a perpetual existence unless dissolved in accordance with the Act or this Agreement.
ARTICLE II — MEMBER; MANAGEMENT
Section 2.1 Sole Member. The sole member of the Company is Calloway-Briggs Renewables Inc., a Texas corporation, headquartered at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056.
Section 2.2 Management. The Company shall be managed by its Member. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business.
Section 2.3 Authorized Representatives. The Member may, from time to time, designate one or more individuals to act as authorized representatives of the Company. Each such authorized representative shall have the power and authority to execute documents and take actions on behalf of the Company as the Member may determine. The Member hereby designates the officers of Calloway-Briggs Renewables Inc. as authorized representatives of the Company, with the authority to act on behalf of the Company in all matters.
Section 2.4 Officers. The Company shall not have officers as such, but the officers of the Member (or individuals designated by the Member) shall serve as the authorized representatives of the Company with such authority as the Member may prescribe.
ARTICLE III — TAX STATUS
Section 3.1 Disregarded Entity. As the Company has a single member, the Company shall be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3(b)(1)(ii). The Company shall not elect to be treated as an association taxable as a corporation. All items of income, deduction, gain, loss, and credit of the Company shall be reported on the federal income tax return of the Member.
Section 3.2 State and Local Taxes. The Company shall comply with all applicable state and local tax filing requirements consistent with its treatment as a disregarded entity for federal income tax purposes, unless otherwise required by applicable law.
ARTICLE IV — CAPITAL CONTRIBUTIONS; DISTRIBUTIONS
Section 4.1 Capital Contributions. The Member has contributed or shall contribute to the Company such cash and other property as the Member deems necessary or appropriate.
Section 4.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member may determine.
ARTICLE V — DISSOLUTION
Section 5.1 Dissolution Events. The Company shall be dissolved upon the earliest to occur of (a) the written consent of the Member, (b) the entry of a decree of judicial dissolution pursuant to 6 Del. C. § 18-802, or (c) any other event required under the Act.
Section 5.2 Winding Up. Upon dissolution, the Member shall wind up the affairs of the Company in accordance with the Act.
ARTICLE VI — MISCELLANEOUS
Section 6.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
Section 6.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by the Member.
Section 6.3 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, with respect thereto.
IN WITNESS WHEREOF, the Member has executed this Limited Liability Company Agreement as of August 14, 2023.
CALLOWAY-BRIGGS RENEWABLES INC. (Sole Member)
By: ________
Name: Marcus Calloway
Title: Chairman & Chief Executive Officer
Date: August 14, 2023
EXHIBIT C
Written Consent of the Sole Member of CBR Solstice Manager, LLC
(Adopted as of September 15, 2023)
WRITTEN CONSENT OF THE SOLE MEMBER OF CBR SOLSTICE MANAGER, LLC A Delaware Limited Liability Company
IN LIEU OF A MEETING Effective as of September 15, 2023
The undersigned, Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), being the sole member of CBR Solstice Manager, LLC, a Delaware limited liability company ("CBR Manager" or the "Company"), hereby adopts the following resolutions by written consent in lieu of a meeting in accordance with Section 6.2 of the Limited Liability Company Agreement of CBR Manager dated as of August 14, 2023 (the "Company LLC Agreement"), and Section 18-302(d) of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.):
RECITALS.  WHEREAS, CBR Manager serves as the sole managing member of Solstice Holdings, LLC, a Delaware limited liability company (EIN: 88-4071523) (the "Partnership");
WHEREAS, the Partnership was formed for the purpose of owning, directly or indirectly, one hundred percent (100%) of the membership interests in each of the following seven (7) project companies (collectively, the "Project Companies"), which together constitute the "Solstice Portfolio":
(i) Pecos Sun Solar, LLC — 85 MW(dc) solar photovoltaic project located in Reeves County, Texas;
(ii) Red Mesa Solar, LLC — 70 MW(dc) solar photovoltaic project located in Pecos County, Texas;
(iii) Coyote Flats Solar, LLC — 65 MW(dc) solar photovoltaic project located in Ward County, Texas;
(iv) Llano Verde Solar, LLC — 55 MW(dc) solar photovoltaic project located in Hudspeth County, Texas;
(v) Cimarron Solar, LLC — 50 MW(dc) solar photovoltaic project located in Lea County, New Mexico;
(vi) Sandoval Ridge Solar, LLC — 50 MW(dc) solar photovoltaic project located in Sandoval County, New Mexico; and
(vii) Amistad Solar, LLC — 45 MW(dc) solar photovoltaic project located in Val Verde County, Texas;
representing an aggregate nameplate capacity of 420 MW(dc);
WHEREAS, CBR Manager and Ridgeline Capital Partners, LLC, a Delaware limited liability company ("Ridgeline"), propose to enter into that certain Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA"), pursuant to which Ridgeline will be admitted as the Tax-Equity Member of the Partnership and will make a capital contribution of One Hundred Twenty Million Dollars ($120,000,000) (the "Tax-Equity Investment");
WHEREAS, CBR Manager proposes to make a capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to the Partnership, representing two percent (2%) of Ridgeline's capital contribution, consistent with the minimum investment requirements established under Revenue Procedure 2007-65;
WHEREAS, in connection with the Tax-Equity Investment, the parties propose to enter into a Capital Contribution Agreement, a Tax Credit Purchase Agreement with Pinehurst Insurance Group, Inc. ("Pinehurst"), and certain other Transaction Documents (as defined in the LLCA);
WHEREAS, the aggregate financing for the Solstice Portfolio is expected to total One Hundred Eighty Million Dollars ($180,000,000), comprising (a) the Tax-Equity Investment of $120,000,000 by Ridgeline, (b) transferable tax credit sale proceeds of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) from Pinehurst, and (c) Four Million Eight Hundred Thousand Dollars ($4,800,000) in retained credits; and
WHEREAS, the sole member of CBR Manager desires to authorize and approve the foregoing transactions and related matters;
NOW, THEREFORE, BE IT RESOLVED, that the sole member hereby authorizes and approves the following:
RESOLUTIONS.  RESOLVED, that the execution, delivery, and performance by CBR Manager of the LLCA and all other Transaction Documents to which CBR Manager is or will be a party, including without limitation the following, be, and each hereby is, authorized and approved in all respects:
(a) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA");
(b) the Capital Contribution Agreement;
(c) the Tax Credit Purchase Agreement (the "TCPA");
(d) the Tax Indemnity Agreement;
(e) the Purchase Option Agreement;
(f) the Escrow Agreement with Clearwater Escrow Services, Inc.;
(g) the Intercompany Contribution Agreement;
(h) the Partnership Representative Designation;
(i) the Back-Leverage Intercreditor and Consent Agreement with Osprey National Bank, N.A. and Ridgeline;
(j) the Pledge Agreement in favor of Osprey National Bank, N.A.; and
(k) all related documents, instruments, certificates, schedules, and exhibits contemplated thereby or necessary or advisable in connection therewith;
FURTHER RESOLVED, that CBR Manager is hereby authorized to serve as the Managing Member of Solstice Holdings, LLC pursuant to the terms and conditions of the LLCA;
FURTHER RESOLVED, that CBR Manager is hereby authorized to make a capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC;
FURTHER RESOLVED, that the admission of Ridgeline Capital Partners, LLC as the Tax-Equity Member of Solstice Holdings, LLC pursuant to the LLCA is hereby authorized and approved;
FURTHER RESOLVED, that the contribution by CBR of one hundred percent (100%) of the membership interests in each of the seven (7) Project Companies to Solstice Holdings, LLC is hereby authorized and approved;
FURTHER RESOLVED, that each of the following individuals is hereby authorized to execute and deliver any and all documents, instruments, certificates, and agreements on behalf of CBR Manager in connection with the transactions contemplated by the Transaction Documents:
(i) Marcus Calloway, Chairman and Chief Executive Officer of CBR;
(ii) Diana Briggs, President and Chief Operating Officer of CBR; and
(iii) Theo Vasquez, Chief Financial Officer of CBR;
and each such person is authorized to take such actions and execute such documents, in each case with such changes, amendments, supplements, or modifications as such person may approve (such approval to be conclusively evidenced by such person's execution thereof), all without further action or consent by the sole member;
FURTHER RESOLVED, that each of the authorized individuals named above be, and each hereby is, authorized and empowered to take such further actions and to execute and deliver such further documents, instruments, and certificates as may be necessary or advisable to consummate the transactions contemplated by the Transaction Documents and to carry out the intent and purposes of the foregoing resolutions; and
FURTHER RESOLVED, that all actions heretofore taken by any authorized representative of CBR Manager in connection with the negotiation, preparation, and execution of the Transaction Documents and the transactions contemplated thereby are hereby ratified, confirmed, and approved in all respects.
This Written Consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Written Consent shall be effective as of September 15, 2023, and shall be filed with the records of CBR Manager.
CALLOWAY-BRIGGS RENEWABLES INC. (Sole Member of CBR Solstice Manager, LLC)
By: ________
Name: Marcus Calloway
Title: Chairman & Chief Executive Officer
Date: September 15, 2023
EXHIBIT D
Certificate of Good Standing — CBR Solstice Manager, LLC
(Issued by the Secretary of State of the State of Delaware)
STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF GOOD STANDING
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT CBR SOLSTICE MANAGER, LLC IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE DATE OF THIS CERTIFICATION.
CBR SOLSTICE MANAGER, LLC WAS FORMED ON THE FOURTEENTH DAY OF AUGUST, A.D. 2023.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover, this Fourth day of December, A.D. 2023.
________________________________________
Jeffrey W. Bullock Secretary of State of the State of Delaware
Authentication: 230489721
Date: December 4, 2023
You may verify this Certificate online at https://icis.corp.delaware.gov/ecorp/ using authentication number 230489721.
[Remainder of Page Intentionally Left Blank]
Name | Title / Position | Signature
Marcus Calloway | Authorized Representative (Chairman & CEO of CBR, the sole member) | ________
Diana Briggs | Authorized Representative (President & COO of CBR, the sole member) | ________
Theo Vasquez | Authorized Representative (CFO of CBR, the sole member); Designated Individual under IRC § 6223 for Partnership Representative purposes | ________
Priya Anand | Authorized Representative (VP, Project Finance of CBR, the sole member) | ________

SECRETARY'S CERTIFICATE OF CBR SOLSTICE MANAGER, LLC

COUNTER-CERTIFICATION

EXHIBIT A

STATE OF DELAWARE CERTIFICATE OF FORMATION OF CBR SOLSTICE MANAGER, LLC

EXHIBIT B

EXHIBIT C

EXHIBIT D

STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF GOOD STANDING

CBR SOLSTICE MANAGER, LLC WAS FORMED ON THE FOURTEENTH DAY OF AUGUST, A.D. 2023.

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