Extract to table

Where a document has been executed in counterparts, each counterpart together shall constitute one and the same instrument

In the event of any inconsistency between the descriptions in this Index and the terms of any document, the terms of the document shall control

If CBR Solstice Manager does not exercise the option during the Exercise Window, the option shall lapse and be of no further force or effect

• Successor Partnership Representative: In the event CBR Solstice Manager is removed as Managing Member or ceases to be a member of the Partnership, Ridgeline shall have the right to designate a successor Partnership Representative

Tab C-5: Section 6418 Transfer Election Memorandum Full Title: Memorandum Regarding Section 6418 Transfer Election Mechanics, Filing Requirements, Pre-Filing Registration, and Buyer Protections Date: August 28, 2023 From: Leila Nazari, Associate, Calderwood & Harkness LLP To: Leonard Cross, Partner, and Sylvia Hartwell, Partner, Calderwood & Harkness LLP Subject: Detailed analysis of the procedural and substantive requirements for making a valid transfer election under Section 6418 of the Code, including (i) the pre-filing registration process through the IRS electronic portal, (ii) the content and form of the transfer election statement to be attached to each project company's federal income tax return, (iii) the information to be provided to the transferee (Pinehurst), (iv) the "excessive credit transfer" penalty provisions and reasonable cause defenses, and (v) the transferee protection rule of Section 6418(c) providing that a credit transferred pursuant to a valid election shall not be subject to recapture in the hands of the transferee on account of the transferor's actions