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

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SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

December 8, 2023

Delivered to:

Ridgeline Capital Partners, LLC Pinehurst Insurance Group, Inc. Osprey National Bank, N.A. Clearwater Escrow Services, Inc. Whitfield & Ayers LLP Thornberry Mack LLP

Re: Tax-Equity and Transferable Tax-Credit Financing of the Solstice Portfolio

The undersigned, Diana Briggs, President and Chief Operating Officer of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Texas (the "Company" or "CBR"), with its principal office located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, Texas Secretary of State File No. 803762114, Employer Identification Number 84-3291076, with its registered agent being CT Statutory Services, 1999 Bryan Street, Suite 900, Dallas, Texas 75201, does hereby certify, in connection with the closing of the transactions described below (the "Closing"), as follows:

RECITALS

WHEREAS, CBR, directly and through its wholly owned subsidiaries, is a party to those certain agreements, instruments, certificates, and other documents (collectively, the "Transaction Documents") executed in connection with the tax-equity and transferable tax-credit financing of the Solstice Portfolio (as defined below), including, without limitation:

(a) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA"), dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, a Delaware limited liability company and wholly owned subsidiary of CBR, as Managing Member, and Ridgeline Capital Partners, LLC, a Delaware limited liability company ("Ridgeline"), as Tax Equity Investor;

(b) the Tax Credit Purchase Agreement (the "TCPA"), dated as of September 21, 2023, by and between CBR and Pinehurst Insurance Group, Inc., a Connecticut corporation ("Pinehurst"), pursuant to which CBR has agreed to sell, and Pinehurst has agreed to purchase, certain transferable Investment Tax Credits under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code");

(c) the Capital Contribution Agreement (the "CCA"), dated as of September 21, 2023, among CBR Solstice Manager, LLC, Ridgeline, and Solstice Holdings, LLC, relating to the capital contributions of the members to Solstice Holdings, LLC;

(d) the Tax Indemnity Agreement (the "TIA"), dated as of September 21, 2023, by CBR in favor of Pinehurst, with respect to certain tax indemnification obligations relating to the Investment Tax Credits;

(e) the Purchase Option Agreement (the "POA"), dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, Ridgeline, and Solstice Holdings, LLC, relating to the option of CBR Solstice Manager, LLC to purchase Ridgeline's membership interest in Solstice Holdings, LLC following the flip date;

(f) the Escrow Agreement (the "Escrow Agreement"), dated as of September 21, 2023, by and among CBR, Pinehurst, and Clearwater Escrow Services, Inc., a Texas corporation ("Clearwater"), as escrow agent;

(g) the Intercompany Contribution Agreement (the "ICA"), dated as of September 21, 2023, by and between CBR and CBR Solstice Manager, LLC, relating to the contribution of the membership interests in the project companies to Solstice Holdings, LLC;

(h) the Back-Leverage Intercreditor and Consent Agreement (the "Intercreditor Agreement"), dated as of September 21, 2023, by and among Osprey National Bank, N.A., a national banking association ("Osprey"), Ridgeline, CBR Solstice Manager, LLC, and Solstice Holdings, LLC, relating to the back-leverage financing arrangements; and

(i) all other agreements, instruments, certificates, schedules, exhibits, and documents contemplated by or delivered in connection with any of the foregoing (together with the agreements described in clauses (a) through (h) above, the "Transaction Documents").

WHEREAS, the Transaction Documents were executed and delivered on September 21, 2023 (the "Signing Date"), with the Closing occurring on the date hereof, December 8, 2023 (the "Closing Date");

WHEREAS, the undersigned is duly authorized to execute and deliver this certificate (this "Certificate") on behalf of CBR in connection with the Closing; and

WHEREAS, unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings ascribed to such terms in the Transaction Documents.

NOW, THEREFORE, the undersigned does hereby certify, represent, and confirm, on behalf of CBR and not in any individual capacity, as follows:

SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

1(a). Articles of Incorporation.

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation of Calloway-Briggs Renewables Inc. (the "Articles of Incorporation"), as filed with the Texas Secretary of State, together with all amendments thereto adopted and filed through the date hereof. The Articles of Incorporation have not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached thereto, and there are no pending or contemplated amendments, restatements, or supplements to the Articles of Incorporation. The Articles of Incorporation, as so amended and as attached hereto as Exhibit A, constitute the complete and current charter document of CBR as in effect on the date hereof.

The undersigned further certifies that no proceedings for the dissolution, merger, consolidation, conversion, or liquidation of CBR have been commenced, are pending, or are contemplated by CBR or, to the knowledge of the undersigned after due inquiry, by any other person or entity. No certificate of termination, certificate of withdrawal, or similar filing has been submitted or is pending with respect to CBR before the Texas Secretary of State or any other governmental authority.

1(b). Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Calloway-Briggs Renewables Inc. (the "Bylaws"), as currently in effect on the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached hereto. No proceedings to amend, restate, or supplement the Bylaws are pending or contemplated, and the Bylaws attached as Exhibit B constitute the only bylaws of CBR in effect as of the date hereof.

SECTION 2: CERTIFICATION OF BOARD RESOLUTIONS

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Board Resolutions") duly adopted by the Board of Directors of Calloway-Briggs Renewables Inc. by unanimous written consent effective as of September 15, 2023, in accordance with the Articles of Incorporation, the Bylaws, and the Texas Business Organizations Code. The Board Resolutions were executed by all members of the Board of Directors then in office, and no meeting was required to be held in order to validly adopt the Board Resolutions. The Board Resolutions have not been amended, modified, rescinded, supplemented, or revoked in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of CBR that conflict with, limit, or otherwise modify the Board Resolutions.

Without limiting the generality of the foregoing, the Board Resolutions authorize and approve the following actions:

(i) Entry Into Transaction Documents. The entry into, execution, and delivery by CBR (directly and through CBR Solstice Manager, LLC, its wholly owned subsidiary) of each of the Transaction Documents to which CBR or any of its subsidiaries is a party, including the LLCA (through CBR Solstice Manager, LLC), the Tax Credit Purchase Agreement, the Capital Contribution Agreement, the Tax Indemnity Agreement, the Purchase Option Agreement, the Escrow Agreement, the Intercompany Contribution Agreement, the Back-Leverage Intercreditor and Consent Agreement, and all related agreements, instruments, certificates, schedules, exhibits, and other documents contemplated thereby or delivered in connection therewith, in each case in substantially the form reviewed and approved by the Board of Directors, with such changes, modifications, or amendments as the officers authorized thereunder shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.

(ii) Contribution of Project Company Interests. The contribution by CBR of one hundred percent (100%) of the issued and outstanding membership interests in each of the following seven project companies (collectively, the "Project Companies") to Solstice Holdings, LLC:

(A) Pecos Sun Solar, LLC, a Texas limited liability company; (B) Red Mesa Solar, LLC, a Texas limited liability company; (C) Coyote Flats Solar, LLC, a New Mexico limited liability company; (D) Llano Verde Solar, LLC, a Texas limited liability company; (E) Cimarron Solar, LLC, a New Mexico limited liability company; (F) Sandoval Ridge Solar, LLC, a New Mexico limited liability company; and (G) Amistad Solar, LLC, a Texas limited liability company.

(iii) Tax Equity Financing. The consummation of the tax-equity financing with Ridgeline Capital Partners, LLC, including the partnership-flip structure established pursuant to the LLCA of Solstice Holdings, LLC, with CBR Solstice Manager, LLC serving as Managing Member of Solstice Holdings, LLC, and making an initial capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, all on the terms and subject to the conditions set forth in the Transaction Documents.

(iv) Sale of Transferable Tax Credits. The sale by CBR of Sixty Million Dollars ($60,000,000) in face-value Investment Tax Credits (the "ITCs") generated by the Project Companies to Pinehurst Insurance Group, Inc. pursuant to Section 6418 of the Code, at a purchase price of $0.92 per dollar of credit, for aggregate cash proceeds of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000), on the terms and subject to the conditions set forth in the Tax Credit Purchase Agreement.

(v) Tax Indemnification Obligations. The assumption by CBR of tax indemnification obligations in favor of Pinehurst Insurance Group, Inc. with respect to any ITC recapture, disallowance, reduction, or adjustment, such obligations to be set forth in the Tax Indemnity Agreement and subject to a maximum aggregate liability cap of Sixty-Nine Million Dollars ($69,000,000), all on the terms and subject to the conditions set forth in the Tax Indemnity Agreement.

(vi) Back-Leverage Financing. The consummation of the back-leverage financing arrangements with Osprey National Bank, N.A., including a term loan facility in the principal amount of Sixty-Eight Million Dollars ($68,000,000) (the "Term Loan"), secured by, among other collateral, a first-priority pledge by CBR Solstice Manager, LLC of its managing member interest in Solstice Holdings, LLC, on the terms and subject to the conditions set forth in the loan documents with Osprey and the Intercreditor Agreement.

(vii) Authorization of Officers. The authorization and empowerment of each of the following officers of CBR — Marcus Calloway, Chairman of the Board and Chief Executive Officer; Diana Briggs, President and Chief Operating Officer; and Theo Vasquez, Chief Financial Officer — acting individually or collectively, to execute and deliver, for and on behalf of CBR and each of its subsidiaries, all Transaction Documents and any and all certificates, instruments, agreements, opinions, notices, consents, filings, or other documents contemplated thereby or required in connection therewith, and to take any and all such further actions as any such officer may deem necessary, appropriate, or advisable in order to effectuate the purposes and intent of the Board Resolutions and the transactions contemplated by the Transaction Documents, the execution and delivery of any such document or the taking of any such action by any such officer to be conclusive evidence of such officer's approval thereof and of the authorization of the Board of Directors therefor.

(viii) Ratification. The ratification, confirmation, and approval of all actions heretofore taken by any officer, director, authorized representative, agent, or counsel of CBR in connection with the negotiation, preparation, execution, and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby.

SECTION 3: INCUMBENCY CERTIFICATE

The undersigned hereby certifies that the following persons are, as of the date hereof, the duly elected or appointed officers of Calloway-Briggs Renewables Inc., each holding the office set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person:

Each of the foregoing officers is duly authorized to execute and deliver the Transaction Documents and all related certificates, instruments, agreements, and other documents on behalf of CBR in connection with the transactions contemplated thereby. The undersigned further certifies that no officer listed above has resigned, been removed, or had his or her authority limited, revoked, or modified in any respect since the date of the Board Resolutions, and that each such officer continues to serve in the capacity indicated as of the date hereof. No additional officers have been appointed or elected who hold authority with respect to the Transaction Documents other than those individuals listed above.

SECTION 4: GOOD STANDING CERTIFICATES

The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of existence (also referred to as a certificate of good standing or certificate of fact) for Calloway-Briggs Renewables Inc. issued by the Texas Secretary of State, referencing File No. 803762114, dated within ten (10) business days of the Closing Date (December 8, 2023). CBR is duly organized, validly existing, and in good standing under the laws of the State of Texas. CBR has not been suspended, forfeited, revoked, or dissolved, and there are no proceedings pending or, to the knowledge of the undersigned, threatened for any such suspension, forfeiture, revocation, or dissolution.

The undersigned further certifies that CBR is duly qualified or registered to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or registration, including the State of Texas and the State of New Mexico. CBR possesses all governmental licenses, authorizations, permits, consents, and approvals required for the ownership and operation of its business as currently conducted and as contemplated by the Transaction Documents, except where the failure to possess such licenses, authorizations, permits, consents, or approvals would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on CBR or the transactions contemplated by the Transaction Documents.

SECTION 5: ADDITIONAL CERTIFICATIONS

The undersigned hereby further certifies as follows:

(a) No Dissolution or Insolvency. No proceeding for the dissolution, winding up, liquidation, receivership, reorganization, or bankruptcy of CBR under any applicable federal or state law (including Title 11 of the United States Code) has been commenced, is pending, or, to the knowledge of the undersigned after due inquiry, is contemplated or threatened by any person or entity. CBR is not insolvent, and the consummation of the transactions contemplated by the Transaction Documents will not render CBR insolvent within the meaning of any applicable federal or state law.

(b) No Pending Amendments. No amendments, restatements, supplements, or other modifications to the Articles of Incorporation or the Bylaws of CBR are pending, contemplated, or proposed that would in any way affect, limit, or impair CBR's power, authority, or legal capacity to enter into, execute, deliver, and perform its obligations under the Transaction Documents or to consummate the transactions contemplated thereby.

(c) Due Inquiry. The undersigned has made due inquiry and investigation, including consultation with the officers, directors, and legal counsel of CBR, as the basis for the certifications, representations, and statements made in this Certificate. The undersigned has reviewed the Transaction Documents and the Board Resolutions and is familiar with the terms and conditions thereof.

(d) No Conflicts. Neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will (i) violate, conflict with, or result in a breach of any provision of the Articles of Incorporation or Bylaws of CBR, (ii) violate, conflict with, or result in a breach of any order, judgment, decree, statute, law, rule, or regulation applicable to CBR, or (iii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time, or both) a default under any material agreement, contract, or instrument to which CBR is a party or by which any of its assets or properties may be bound, in each case, except as would not reasonably be expected to have a material adverse effect.

SECTION 6: RELIANCE

This Certificate is being delivered by the undersigned in connection with the Closing of the transactions contemplated by the Transaction Documents on December 8, 2023. This Certificate and the exhibits attached hereto are delivered for the express benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns:

(a) Ridgeline Capital Partners, LLC;

(b) Pinehurst Insurance Group, Inc.;

(d) Clearwater Escrow Services, Inc.;

(e) Whitfield & Ayers LLP, as counsel to Ridgeline Capital Partners, LLC and Osprey National Bank, N.A.;

(f) Thornberry Mack LLP, as counsel to Pinehurst Insurance Group, Inc.; and

(g) Calderwood & Harkness LLP, as counsel to CBR, which is entitled to rely on this Certificate and the exhibits attached hereto in rendering its legal opinion letter and tax opinion letters delivered at or in connection with the Closing.

Each of the foregoing parties is entitled to rely on the accuracy and completeness of this Certificate and the exhibits attached hereto as if this Certificate had been addressed and delivered directly to such party. The undersigned acknowledges that the foregoing parties are entering into the Transaction Documents, funding capital contributions and purchase-price amounts, extending credit, and rendering legal opinions in reliance on the certifications, representations, and statements contained herein.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Secretary's Certificate as of the date first written above.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Diana Briggs

Title: President and Chief Operating Officer

Date: December 8, 2023

Address:

2700 Post Oak Boulevard, Suite 1450 Houston, Texas 77056

LIST OF EXHIBITS

EXHIBIT A

Articles of Incorporation of Calloway-Briggs Renewables Inc.

As filed with the Texas Secretary of State, together with all amendments thereto

[A true, correct, and complete copy of the Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Texas Secretary of State under File No. 803762114, including all certificates of amendment, certificates of correction, and restated articles filed therewith through December 8, 2023, is attached behind this cover page.]

EXHIBIT B

Bylaws of Calloway-Briggs Renewables Inc.

As currently in effect

[A true, correct, and complete copy of the Bylaws of Calloway-Briggs Renewables Inc., as adopted by the Board of Directors and currently in effect as of December 8, 2023, including all amendments thereto, is attached behind this cover page.]

EXHIBIT C

Unanimous Written Consent of the Board of Directors of Calloway-Briggs Renewables Inc.

Dated September 15, 2023

[A true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of Calloway-Briggs Renewables Inc., dated September 15, 2023, authorizing and approving the entry into, execution, delivery, and performance of the Transaction Documents and all related actions as described in Section 2 of this Certificate, is attached behind this cover page.]

EXHIBIT D

Certificate of Existence / Good Standing

Issued by the Texas Secretary of State for Calloway-Briggs Renewables Inc.

File No. 803762114

[A true, correct, and complete copy of the Certificate of Existence (Certificate of Good Standing) for Calloway-Briggs Renewables Inc. issued by the Texas Secretary of State, referencing File No. 803762114, dated within ten (10) business days of December 8, 2023, is attached behind this cover page.]

Name	Title	Signature
Marcus Calloway	Chairman of the Board and Chief Executive Officer	_______
Diana Briggs	President and Chief Operating Officer	_______
Theo Vasquez	Chief Financial Officer	_______
Priya Anand	Vice President, Project Finance	_______
Exhibit	Description
Exhibit A	Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Texas Secretary of State, including all amendments thereto
Exhibit B	Bylaws of Calloway-Briggs Renewables Inc., as currently in effect
Exhibit C	Unanimous Written Consent of the Board of Directors of Calloway-Briggs Renewables Inc., dated September 15, 2023
Exhibit D	Certificate of Existence / Good Standing issued by the Texas Secretary of State for Calloway-Briggs Renewables Inc. (File No. 803762114)

SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.
December 8, 2023
Delivered to:
Ridgeline Capital Partners, LLC Pinehurst Insurance Group, Inc. Osprey National Bank, N.A. Clearwater Escrow Services, Inc. Whitfield & Ayers LLP Thornberry Mack LLP
Re: Tax-Equity and Transferable Tax-Credit Financing of the Solstice Portfolio
The undersigned, Diana Briggs, President and Chief Operating Officer of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Texas (the "Company" or "CBR"), with its principal office located at 2700 Post Oak Boulevard, Suite 1450, Houston, Texas 77056, Texas Secretary of State File No. 803762114, Employer Identification Number 84-3291076, with its registered agent being CT Statutory Services, 1999 Bryan Street, Suite 900, Dallas, Texas 75201, does hereby certify, in connection with the closing of the transactions described below (the "Closing"), as follows:
RECITALS
WHEREAS, CBR, directly and through its wholly owned subsidiaries, is a party to those certain agreements, instruments, certificates, and other documents (collectively, the "Transaction Documents") executed in connection with the tax-equity and transferable tax-credit financing of the Solstice Portfolio (as defined below), including, without limitation:
(a) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC (the "LLCA"), dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, a Delaware limited liability company and wholly owned subsidiary of CBR, as Managing Member, and Ridgeline Capital Partners, LLC, a Delaware limited liability company ("Ridgeline"), as Tax Equity Investor;
(b) the Tax Credit Purchase Agreement (the "TCPA"), dated as of September 21, 2023, by and between CBR and Pinehurst Insurance Group, Inc., a Connecticut corporation ("Pinehurst"), pursuant to which CBR has agreed to sell, and Pinehurst has agreed to purchase, certain transferable Investment Tax Credits under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code");
(c) the Capital Contribution Agreement (the "CCA"), dated as of September 21, 2023, among CBR Solstice Manager, LLC, Ridgeline, and Solstice Holdings, LLC, relating to the capital contributions of the members to Solstice Holdings, LLC;
(d) the Tax Indemnity Agreement (the "TIA"), dated as of September 21, 2023, by CBR in favor of Pinehurst, with respect to certain tax indemnification obligations relating to the Investment Tax Credits;
(e) the Purchase Option Agreement (the "POA"), dated as of September 21, 2023, by and among CBR Solstice Manager, LLC, Ridgeline, and Solstice Holdings, LLC, relating to the option of CBR Solstice Manager, LLC to purchase Ridgeline's membership interest in Solstice Holdings, LLC following the flip date;
(f) the Escrow Agreement (the "Escrow Agreement"), dated as of September 21, 2023, by and among CBR, Pinehurst, and Clearwater Escrow Services, Inc., a Texas corporation ("Clearwater"), as escrow agent;
(g) the Intercompany Contribution Agreement (the "ICA"), dated as of September 21, 2023, by and between CBR and CBR Solstice Manager, LLC, relating to the contribution of the membership interests in the project companies to Solstice Holdings, LLC;
(h) the Back-Leverage Intercreditor and Consent Agreement (the "Intercreditor Agreement"), dated as of September 21, 2023, by and among Osprey National Bank, N.A., a national banking association ("Osprey"), Ridgeline, CBR Solstice Manager, LLC, and Solstice Holdings, LLC, relating to the back-leverage financing arrangements; and
(i) all other agreements, instruments, certificates, schedules, exhibits, and documents contemplated by or delivered in connection with any of the foregoing (together with the agreements described in clauses (a) through (h) above, the "Transaction Documents").
WHEREAS, the Transaction Documents were executed and delivered on September 21, 2023 (the "Signing Date"), with the Closing occurring on the date hereof, December 8, 2023 (the "Closing Date");
WHEREAS, the undersigned is duly authorized to execute and deliver this certificate (this "Certificate") on behalf of CBR in connection with the Closing; and
WHEREAS, unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings ascribed to such terms in the Transaction Documents.
NOW, THEREFORE, the undersigned does hereby certify, represent, and confirm, on behalf of CBR and not in any individual capacity, as follows:
SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
1(a). Articles of Incorporation.
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation of Calloway-Briggs Renewables Inc. (the "Articles of Incorporation"), as filed with the Texas Secretary of State, together with all amendments thereto adopted and filed through the date hereof. The Articles of Incorporation have not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached thereto, and there are no pending or contemplated amendments, restatements, or supplements to the Articles of Incorporation. The Articles of Incorporation, as so amended and as attached hereto as Exhibit A, constitute the complete and current charter document of CBR as in effect on the date hereof.
The undersigned further certifies that no proceedings for the dissolution, merger, consolidation, conversion, or liquidation of CBR have been commenced, are pending, or are contemplated by CBR or, to the knowledge of the undersigned after due inquiry, by any other person or entity. No certificate of termination, certificate of withdrawal, or similar filing has been submitted or is pending with respect to CBR before the Texas Secretary of State or any other governmental authority.
1(b). Bylaws.  The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Calloway-Briggs Renewables Inc. (the "Bylaws"), as currently in effect on the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached hereto. No proceedings to amend, restate, or supplement the Bylaws are pending or contemplated, and the Bylaws attached as Exhibit B constitute the only bylaws of CBR in effect as of the date hereof.
SECTION 2: CERTIFICATION OF BOARD RESOLUTIONS
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Board Resolutions") duly adopted by the Board of Directors of Calloway-Briggs Renewables Inc. by unanimous written consent effective as of September 15, 2023, in accordance with the Articles of Incorporation, the Bylaws, and the Texas Business Organizations Code. The Board Resolutions were executed by all members of the Board of Directors then in office, and no meeting was required to be held in order to validly adopt the Board Resolutions. The Board Resolutions have not been amended, modified, rescinded, supplemented, or revoked in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of CBR that conflict with, limit, or otherwise modify the Board Resolutions.
Without limiting the generality of the foregoing, the Board Resolutions authorize and approve the following actions:
(i) Entry Into Transaction Documents. The entry into, execution, and delivery by CBR (directly and through CBR Solstice Manager, LLC, its wholly owned subsidiary) of each of the Transaction Documents to which CBR or any of its subsidiaries is a party, including the LLCA (through CBR Solstice Manager, LLC), the Tax Credit Purchase Agreement, the Capital Contribution Agreement, the Tax Indemnity Agreement, the Purchase Option Agreement, the Escrow Agreement, the Intercompany Contribution Agreement, the Back-Leverage Intercreditor and Consent Agreement, and all related agreements, instruments, certificates, schedules, exhibits, and other documents contemplated thereby or delivered in connection therewith, in each case in substantially the form reviewed and approved by the Board of Directors, with such changes, modifications, or amendments as the officers authorized thereunder shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof.
(ii) Contribution of Project Company Interests. The contribution by CBR of one hundred percent (100%) of the issued and outstanding membership interests in each of the following seven project companies (collectively, the "Project Companies") to Solstice Holdings, LLC:
(A) Pecos Sun Solar, LLC, a Texas limited liability company; (B) Red Mesa Solar, LLC, a Texas limited liability company; (C) Coyote Flats Solar, LLC, a New Mexico limited liability company; (D) Llano Verde Solar, LLC, a Texas limited liability company; (E) Cimarron Solar, LLC, a New Mexico limited liability company; (F) Sandoval Ridge Solar, LLC, a New Mexico limited liability company; and (G) Amistad Solar, LLC, a Texas limited liability company.
(iii) Tax Equity Financing. The consummation of the tax-equity financing with Ridgeline Capital Partners, LLC, including the partnership-flip structure established pursuant to the LLCA of Solstice Holdings, LLC, with CBR Solstice Manager, LLC serving as Managing Member of Solstice Holdings, LLC, and making an initial capital contribution of Two Million Four Hundred Thousand Dollars ($2,400,000) to Solstice Holdings, LLC, all on the terms and subject to the conditions set forth in the Transaction Documents.
(iv) Sale of Transferable Tax Credits. The sale by CBR of Sixty Million Dollars ($60,000,000) in face-value Investment Tax Credits (the "ITCs") generated by the Project Companies to Pinehurst Insurance Group, Inc. pursuant to Section 6418 of the Code, at a purchase price of $0.92 per dollar of credit, for aggregate cash proceeds of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000), on the terms and subject to the conditions set forth in the Tax Credit Purchase Agreement.
(v) Tax Indemnification Obligations. The assumption by CBR of tax indemnification obligations in favor of Pinehurst Insurance Group, Inc. with respect to any ITC recapture, disallowance, reduction, or adjustment, such obligations to be set forth in the Tax Indemnity Agreement and subject to a maximum aggregate liability cap of Sixty-Nine Million Dollars ($69,000,000), all on the terms and subject to the conditions set forth in the Tax Indemnity Agreement.
(vi) Back-Leverage Financing. The consummation of the back-leverage financing arrangements with Osprey National Bank, N.A., including a term loan facility in the principal amount of Sixty-Eight Million Dollars ($68,000,000) (the "Term Loan"), secured by, among other collateral, a first-priority pledge by CBR Solstice Manager, LLC of its managing member interest in Solstice Holdings, LLC, on the terms and subject to the conditions set forth in the loan documents with Osprey and the Intercreditor Agreement.
(vii) Authorization of Officers. The authorization and empowerment of each of the following officers of CBR — Marcus Calloway, Chairman of the Board and Chief Executive Officer; Diana Briggs, President and Chief Operating Officer; and Theo Vasquez, Chief Financial Officer — acting individually or collectively, to execute and deliver, for and on behalf of CBR and each of its subsidiaries, all Transaction Documents and any and all certificates, instruments, agreements, opinions, notices, consents, filings, or other documents contemplated thereby or required in connection therewith, and to take any and all such further actions as any such officer may deem necessary, appropriate, or advisable in order to effectuate the purposes and intent of the Board Resolutions and the transactions contemplated by the Transaction Documents, the execution and delivery of any such document or the taking of any such action by any such officer to be conclusive evidence of such officer's approval thereof and of the authorization of the Board of Directors therefor.
(viii) Ratification. The ratification, confirmation, and approval of all actions heretofore taken by any officer, director, authorized representative, agent, or counsel of CBR in connection with the negotiation, preparation, execution, and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby.
SECTION 3: INCUMBENCY CERTIFICATE
The undersigned hereby certifies that the following persons are, as of the date hereof, the duly elected or appointed officers of Calloway-Briggs Renewables Inc., each holding the office set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person:
Each of the foregoing officers is duly authorized to execute and deliver the Transaction Documents and all related certificates, instruments, agreements, and other documents on behalf of CBR in connection with the transactions contemplated thereby. The undersigned further certifies that no officer listed above has resigned, been removed, or had his or her authority limited, revoked, or modified in any respect since the date of the Board Resolutions, and that each such officer continues to serve in the capacity indicated as of the date hereof. No additional officers have been appointed or elected who hold authority with respect to the Transaction Documents other than those individuals listed above.
SECTION 4: GOOD STANDING CERTIFICATES
The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of existence (also referred to as a certificate of good standing or certificate of fact) for Calloway-Briggs Renewables Inc. issued by the Texas Secretary of State, referencing File No. 803762114, dated within ten (10) business days of the Closing Date (December 8, 2023). CBR is duly organized, validly existing, and in good standing under the laws of the State of Texas. CBR has not been suspended, forfeited, revoked, or dissolved, and there are no proceedings pending or, to the knowledge of the undersigned, threatened for any such suspension, forfeiture, revocation, or dissolution.
The undersigned further certifies that CBR is duly qualified or registered to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or registration, including the State of Texas and the State of New Mexico. CBR possesses all governmental licenses, authorizations, permits, consents, and approvals required for the ownership and operation of its business as currently conducted and as contemplated by the Transaction Documents, except where the failure to possess such licenses, authorizations, permits, consents, or approvals would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on CBR or the transactions contemplated by the Transaction Documents.
SECTION 5: ADDITIONAL CERTIFICATIONS
The undersigned hereby further certifies as follows:
(a) No Dissolution or Insolvency. No proceeding for the dissolution, winding up, liquidation, receivership, reorganization, or bankruptcy of CBR under any applicable federal or state law (including Title 11 of the United States Code) has been commenced, is pending, or, to the knowledge of the undersigned after due inquiry, is contemplated or threatened by any person or entity. CBR is not insolvent, and the consummation of the transactions contemplated by the Transaction Documents will not render CBR insolvent within the meaning of any applicable federal or state law.
(b) No Pending Amendments. No amendments, restatements, supplements, or other modifications to the Articles of Incorporation or the Bylaws of CBR are pending, contemplated, or proposed that would in any way affect, limit, or impair CBR's power, authority, or legal capacity to enter into, execute, deliver, and perform its obligations under the Transaction Documents or to consummate the transactions contemplated thereby.
(c) Due Inquiry. The undersigned has made due inquiry and investigation, including consultation with the officers, directors, and legal counsel of CBR, as the basis for the certifications, representations, and statements made in this Certificate. The undersigned has reviewed the Transaction Documents and the Board Resolutions and is familiar with the terms and conditions thereof.
(d) No Conflicts. Neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will (i) violate, conflict with, or result in a breach of any provision of the Articles of Incorporation or Bylaws of CBR, (ii) violate, conflict with, or result in a breach of any order, judgment, decree, statute, law, rule, or regulation applicable to CBR, or (iii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time, or both) a default under any material agreement, contract, or instrument to which CBR is a party or by which any of its assets or properties may be bound, in each case, except as would not reasonably be expected to have a material adverse effect.
SECTION 6: RELIANCE
This Certificate is being delivered by the undersigned in connection with the Closing of the transactions contemplated by the Transaction Documents on December 8, 2023. This Certificate and the exhibits attached hereto are delivered for the express benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns:
(a) Ridgeline Capital Partners, LLC;
(b) Pinehurst Insurance Group, Inc.;
(c) Osprey National Bank, N.A.;
(d) Clearwater Escrow Services, Inc.;
(e) Whitfield & Ayers LLP, as counsel to Ridgeline Capital Partners, LLC and Osprey National Bank, N.A.;
(f) Thornberry Mack LLP, as counsel to Pinehurst Insurance Group, Inc.; and
(g) Calderwood & Harkness LLP, as counsel to CBR, which is entitled to rely on this Certificate and the exhibits attached hereto in rendering its legal opinion letter and tax opinion letters delivered at or in connection with the Closing.
Each of the foregoing parties is entitled to rely on the accuracy and completeness of this Certificate and the exhibits attached hereto as if this Certificate had been addressed and delivered directly to such party. The undersigned acknowledges that the foregoing parties are entering into the Transaction Documents, funding capital contributions and purchase-price amounts, extending credit, and rendering legal opinions in reliance on the certifications, representations, and statements contained herein.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Secretary's Certificate as of the date first written above.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Diana Briggs
Title: President and Chief Operating Officer
Date: December 8, 2023
Address:
2700 Post Oak Boulevard, Suite 1450 Houston, Texas 77056
LIST OF EXHIBITS
EXHIBIT A
Articles of Incorporation of Calloway-Briggs Renewables Inc.
As filed with the Texas Secretary of State, together with all amendments thereto
[A true, correct, and complete copy of the Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Texas Secretary of State under File No. 803762114, including all certificates of amendment, certificates of correction, and restated articles filed therewith through December 8, 2023, is attached behind this cover page.]
EXHIBIT B
Bylaws of Calloway-Briggs Renewables Inc.
As currently in effect
[A true, correct, and complete copy of the Bylaws of Calloway-Briggs Renewables Inc., as adopted by the Board of Directors and currently in effect as of December 8, 2023, including all amendments thereto, is attached behind this cover page.]
EXHIBIT C
Unanimous Written Consent of the Board of Directors of Calloway-Briggs Renewables Inc.
Dated September 15, 2023
[A true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of Calloway-Briggs Renewables Inc., dated September 15, 2023, authorizing and approving the entry into, execution, delivery, and performance of the Transaction Documents and all related actions as described in Section 2 of this Certificate, is attached behind this cover page.]
EXHIBIT D
Certificate of Existence / Good Standing
Issued by the Texas Secretary of State for Calloway-Briggs Renewables Inc.
File No. 803762114
[A true, correct, and complete copy of the Certificate of Existence (Certificate of Good Standing) for Calloway-Briggs Renewables Inc. issued by the Texas Secretary of State, referencing File No. 803762114, dated within ten (10) business days of December 8, 2023, is attached behind this cover page.]
Name | Title | Signature
Marcus Calloway | Chairman of the Board and Chief Executive Officer | _______
Diana Briggs | President and Chief Operating Officer | _______
Theo Vasquez | Chief Financial Officer | _______
Priya Anand | Vice President, Project Finance | _______
Exhibit | Description
Exhibit A | Articles of Incorporation of Calloway-Briggs Renewables Inc., as filed with the Texas Secretary of State, including all amendments thereto
Exhibit B | Bylaws of Calloway-Briggs Renewables Inc., as currently in effect
Exhibit C | Unanimous Written Consent of the Board of Directors of Calloway-Briggs Renewables Inc., dated September 15, 2023
Exhibit D | Certificate of Existence / Good Standing issued by the Texas Secretary of State for Calloway-Briggs Renewables Inc. (File No. 803762114)