Extract to table

(the "Act"); WHEREAS, the Company is being formed for the exclusive purpose of developing, constructing, financing, owning, operating, maintaining, and ultimately disposing of a portfolio of utility-scale solar energy projects consisting of approximately 1,200 megawatts (DC) of nameplate capacity across the states of Texas, New Mexico, and Arizona (the "Project Portfolio"), as more fully described in Schedule A attached hereto; WHEREAS, CBR and Lumen Ridge desire to form the Company as a fifty-fifty (50/50) joint venture to pursue the development and commercialization of the Project Portfolio, and to establish their respective rights, obligations, and the terms and conditions governing the management and operation of the Company; WHEREAS, CBR will contribute to the Company (a) cash in the amount of Sixty Million Dollars ($60,000,000) and (b) certain solar development project assets constituting the Project Portfolio, having an agreed value of Ninety Million Dollars ($90,000,000), for an aggregate Initial Capital Contribution of One Hundred Fifty Million Dollars ($150,000,000), pursuant to the terms of the Contribution Agreement dated as of the date hereof between CBR and the Company; WHEREAS, Lumen Ridge will contribute to the Company cash in the amount of One Hundred Fifty Million Dollars ($150,000,000) as its Initial Capital Contribution; WHEREAS, the Members desire to set forth in this Agreement their respective rights and obligations with respect to the Company, including the governance structure, capital contributions, allocations, distributions, transfer restrictions, and all other matters pertaining to the Company; WHEREAS, the Certificate of Formation of the Company is to be filed with the Delaware Secretary of State in connection with the transactions contemplated hereby (subsequently filed on February 19, 2024; Delaware Secretary of State File Number 7849312); and WHEREAS, the Company's registered agent in the State of Delaware shall be Peachtree Corporate Services, Inc

1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del

CBR shall hold the initial Chairperson position

The terms "Transferee," "Transferor," and "Transferred" shall have correlative meanings

2 — Rules of Construction (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement

(b) Whenever the context so requires, words in the singular shall include the plural and vice versa, and words in any gender shall include all genders