Extract to table

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

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