EX-10.27

Exhibit 10.27

CONSENTANDTHIRDOMNIBUSAMENDMENT

ThisCONSENTANDTHIRDOMNIBUSAMENDMENT(the“Amendment”),datedas of November 3, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together with its successors, designees andassignsinsuchcapacity,“AdministrativeAgent”),Natixis,NewYorkBranch,initscapacity asthe collateralagentfor theSecured Parties (together withitssuccessors, designees and assigns in such capacity, “Collateral Agent”), U.S. Bank National Association, in its capacity as the depositary (together with its successors, designees and assigns in such capacity, “Depositary”), MN8DevCo3LLC,aDelawarelimitedliabilitycompany(the“DevcoBorrower”),MN8FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), MN8 Bleeker 2 LLC,aDelawarelimitedliabilitycompany,(the“OpcoBorrower2”,andtogetherwiththeDevco Borrower and the Opco Borrower 1, the “Borrowers”), American Beech Solar LLC, a North Carolinalimited liability company (the“American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited liability company (the “American Beech TE Partnership”),BluebirdSolarLLC,aKentuckylimitedliabilitycompany(the“BluebirdProject Company”),BluebirdSolarInvestmentsLLC,aKentuckylimitedliabilitycompany(“Bluebird Solar Investments”), Prairie BX LLC, a Delaware limited liability company (the “Prairie TE Partnership”), Prairie Solar Holdings LLC, a Delaware limited liability company (“Prairie Solar Holdings”), Prairie Solar 1, LLC, a Delaware limited liability company (the “Prairie Project Company”) MN8 FMG LLC, a Delaware limited liability company (the “Bluebird TE Partnership”),AmericanBeechClassBLLC,aDelawarelimitedliabilitycompany(the“Class BMember(AmericanBeech)”)andPrairieClassBLLC,aDelawarelimitedliabilitycompany (the “Class B Member (Prairie)”, and collectively with the Borrowers, American Beech Project Company, American Beech TE Partnership, Bluebird Project Company, Bluebird Solar Investments, Prairie TE Partnership, Prairie Project Company, the Bluebird TE Partnership and Class B Member (American Beech), the “Borrower Entities”), MN8 Energy LLC, a Delaware limited liability company (the “Sponsor”), and the Lenders party hereto.Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

A.    WHEREAS,theBorrowershaveenteredintothat certainCreditAgreement,dated asofDecember31,2024,asamendedbythatcertainFirstAmendmenttoCreditAgreement,dated asofMay6,2025,thatcertainSecondAmendmenttoCreditAgreement,datedJune12,2025,that certain Consent and Omnibus Amendment, dated as of June 13, 2025, that certain Consent and Amendment, dated as of June 23, 2025, that certain Release, Joinder, Consent and Fifth Amendment, dated as of July 9, 2025, that certain Consent and Second Omnibus Amendment, datedasofAugust27,2025,thatcertainSeventhAmendmentandConsenttoCreditAgreement, datedasofSeptember2,2025,andthatcertainWaiverNumber2andEighthAmendmenttoCredit Agreement, dated as of October 14, 2025 (the “Existing Credit Agreement” and the Existing CreditAgreement,asamendedbythisAmendmentandasmaybefurtheramended,amendedand restated,modifiedorsupplementedfromtimetotime,the“CreditAgreement”),withthefinancial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of

credit,AdministrativeAgent,CollateralAgent,andtheotheragentsandpersonsfromtimetotime party thereto.

B.    WHEREAS, the Borrower Entities have entered into (i) that certain Amended and Restated Guaranty, Pledge and Security Agreement, dated as of July 9, 2025, as amended by that certain Consent and Second Omnibus Amendment, dated as of August 27, 2025 (the “Existing Security Agreement”) with the Collateral Agent and the other persons from time to time party thereto,and(ii)thatcertainAmendedandRestatedDepositaryAgreement,datedasofJuly9,2025 (the “Existing Depositary Agreement”).

C.    WHEREAS,theapplicableProjectGroupMemberswishtoenterinto(orcause their Affiliates to enter into) (i) that certain Purchase Agreement, by and between Devco Borrower and the Prairie TE Partnership, substantially in the form attached hereto as Exhibit A(the “Purchase Agreement”), (ii) that certain Amended and Restated Limited Liability Company Agreement of the Prairie TE Partnership, by and between LongPoint Prairie Class A LLC, a Delaware limited liability company (the “Tax Equity Investor”) and Class B Member (Prairie), substantiallyintheformattachedheretoasExhibitB(the“LLCA”),and(iii)thatcertainConsent andAgreement,byandamongTaxEquityInvestor,ClassBMember(Prairie),OpCoBorrower2, DevCo Borrower and the Collateral Agent, substantially in the form attached hereto as Exhibit C(the “Interparty Agreement”), (iv) that certain Membership Interest Assignment Agreement by and between Prairie BX LLC, a Delaware limited liability company, and the Devco Borrower, substantially in theform attached hereto as Exhibit D(the“MIAA”), (v)that certain Guaranty by Blackstone Green Private Credit Fund III-E AIV-3 LP, Blackstone Green Private Credit Fund III AIV-2A LP, Blackstone Green Private Credit Fund III-E Co-Invest AIV-1 LP, Blackstone BGREENIIICo-InvestmentFundCLP,andBXCBGREENIIIParallelCo-InvestFundSEIILP (eacha“BXEntity”andcollectively,the“BXEntities”),infavoroftheClassBMember(Prairie) (the“BXGuaranty”),(vi)thatcertainSponsorGuarantybyMN8EnergyLLC,aDelawarelimited liability company (the “Sponsor”), in favor of the Tax Equity Investor, substantially in the form attachedheretoasExhibitE(the“SponsorGuaranty”andtogetherwiththePurchaseAgreement, the LLCA, the Interparty Agreement, the MIAA and the BX Guaranty, the “Prairie Tax Equity Documents”).

D.    WHEREAS,Sponsorhas enteredintothatcertain EquityContributionAgreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

E.    WHEREAS,inconnectionwiththeexecutionofthePrairieTaxEquityDocuments, the Borrowers wish to amend certain provisions of the Existing Credit Agreement.

F.    WHEREAS, following the execution of the Prairie Tax Equity Documents, the Borrowers wish to dissolve Prairie Solar Holdings.

G.    WHEREAS, pursuant to Section 7.24 and Section 8.18 of the Existing Credit Agreement the consent of all Lenders is required for the applicable Project Group Members to enter into the Prairie Tax Equity Documents.

H.    WHEREAS, subject to certain exceptions, Section 12.20 of the Existing Credit Agreement permits any provision of the Credit Documents to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.

B.    WHEREAS, the Borrower Entities have entered into (i) that certain Amended and Restated Guaranty, Pledge and Security Agreement, dated as of July 9, 2025, as amended by that certain Consent and Second Omnibus Amendment, dated as of August 27, 2025 (the “Existing Security Agreement”) with the Collateral Agent and the other persons from time to time party thereto,and(ii)thatcertainAmendedandRestatedDepositaryAgreement,datedasofJuly9,2025 (the “Existing Depositary Agreement”).

C.    WHEREAS,theapplicableProjectGroupMemberswishtoenterinto(orcause their Affiliates to enter into) (i) that certain Purchase Agreement, by and between Devco Borrower and the Prairie TE Partnership, substantially in the form attached hereto as Exhibit A(the “Purchase Agreement”), (ii) that certain Amended and Restated Limited Liability Company Agreement of the Prairie TE Partnership, by and between LongPoint Prairie Class A LLC, a Delaware limited liability company (the “Tax Equity Investor”) and Class B Member (Prairie), substantiallyintheformattachedheretoasExhibitB(the“LLCA”),and(iii)thatcertainConsent andAgreement,byandamongTaxEquityInvestor,ClassBMember(Prairie),OpCoBorrower2, DevCo Borrower and the Collateral Agent, substantially in the form attached hereto as Exhibit C(the “Interparty Agreement”), (iv) that certain Membership Interest Assignment Agreement by and between Prairie BX LLC, a Delaware limited liability company, and the Devco Borrower, substantially in theform attached hereto as Exhibit D(the“MIAA”), (v)that certain Guaranty by Blackstone Green Private Credit Fund III-E AIV-3 LP, Blackstone Green Private Credit Fund III AIV-2A LP, Blackstone Green Private Credit Fund III-E Co-Invest AIV-1 LP, Blackstone BGREENIIICo-InvestmentFundCLP,andBXCBGREENIIIParallelCo-InvestFundSEIILP (eacha“BXEntity”andcollectively,the“BXEntities”),infavoroftheClassBMember(Prairie), substantially in the form attached hereto as Exhibit D-1(the“BXGuaranty”),(vi)thatcertainSponsorGuarantybyMN8EnergyLLC,aDelawarelimited liability company (the “Sponsor”), in favor of the Tax Equity Investor, substantially in the form attachedheretoasExhibitE(the“SponsorGuaranty”andtogetherwiththePurchaseAgreement, the LLCA, the Interparty Agreement, the MIAA and the BX Guaranty, the “Prairie Tax Equity Documents”).

D.    WHEREAS,Sponsorhas enteredintothatcertain EquityContributionAgreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

E.    WHEREAS,inconnectionwiththeexecutionofthePrairieTaxEquityDocuments, the Borrowers wish to amend certain provisions of the Existing Credit Agreement.

F.    WHEREAS, following the execution of the Prairie Tax Equity Documents, the Borrowers wish to dissolve Prairie Solar Holdings.

G.    WHEREAS, pursuant to Section 7.24 and Section 8.18 of the Existing Credit Agreement the consent of all Lenders is required for the applicable Project Group Members to enter into the Prairie Tax Equity Documents.

H.    WHEREAS, subject to certain exceptions, Section 12.20 of the Existing Credit Agreement permits any provision of the Credit Documents to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.

I.    WHEREAS, Section 7.02 of the Existing Security Agreement permits any provision of the Existing Security Agreement to be amended if such amendment is in writing and signed by the Borrower Entities and the Collateral Agent.

J.    WHEREAS, Section 8.4 of the Existing Depositary Agreement permits any provision of the Existing Depositary Agreement to be amended if such amendment is in writing and signed by the Borrowers, the Depositary, the Administrative Agent and the Collateral Agent.

K.    WHEREAS, the Borrowers request that (i) the Lenders consent to the execution and delivery by the parties thereto of the Prairie Tax Equity Documents on the Amendment Effective Date (ii) the Lenders, the Issuing Banks, the Administrative Agent and the Collateral Agent agree to amend the Existing Credit Agreement and the Existing Security Agreement as set forth below and (iii) the Lenders, the Issuing Banks, the Administrative Agent, the Depositary, and the Collateral Agent agree to amend the Existing Depositary Agreement as set forth below.

L.    WHEREAS,theundersignedLendersconstitutingallLendershaveagreedtosuch consentsandamendmentstotheExistingCreditAgreementandtheExistingSecurityAgreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

CONSENTANDAMENDMENT

1.    ConsentandAgreement.

(a)    Effective as of the Amendment Effective Date, the undersigned Lenders (constituting all Lenders) (i) consent to the applicable Project Group Members (and their Affiliates) entering into the Prairie Tax Equity Documents, (ii) approve the updated Base Case Model, and (iii) acknowledge that the dissolution of Prairie Solar Holdings (resulting in DevCo Borrower becoming the owner of 100% of any assets of Prairie Solar Holdings) constitutes a Permitted TE/TC Reorganization; provided that, Prairie Solar Holdings shall not be dissolved unless and until it has assigned all of its right, title and interest in the Tax Equity / Tax Credit Transfer Proceeds Account (as defined in the Depositary Agreement) to Prairie TE Partnership.

(b)    EffectiveasoftheAmendmentEffectiveDate,theBorrowers,theSponsor and the undersigned Lenders (constituting all Lenders) agree that (i) upon the execution of the Prairie Equity Documents, (x) the Tax Equity Effective Date under the Credit Agreement has occurred with respect to the Prairie Project and (y) without limitation of the definition of Tax EquityDocuments,thePrairieTaxEquityDocumentsshallconstituteTaxEquityDocumentswith respecttothePrairieProjectand(ii)theUpdated BaseCaseModelshallconstitutetheBaseCase

Model; providedthat, solely for purposes of the Equity Contribution Agreement, Tax Equity Documents shall be deemed not to have been executed with respect to the Prairie Project.

2.    Release.CollateralAgent(actingatthedirectionoftheSecuredParties)agreesthat, effectiveimmediatelyuponthedissolutionofPrairieSolarHoldingsanddeliverytotheCollateral Agent ofevidenceofsuch dissolution: (a)theCollateral Agent’s Lien on theCollateral ofPrairie SolarHoldingsundertheExistingSecurityAgreementshall,automaticallyandwithnofurther action by any Person, be terminated and released, (b) Prairie Solar Holdings shall be released from any and all of its obligations under the Existing Security Agreement, (c) the obligations of Prairie Solar Holdings under the Existing Security Agreement shall be terminated in full with no further action required by any party, and (d) Collateral Agent shall execute and deliver to the Devco Borrower, and authorize the filing by the Devco Borrower or any designee thereof of, any UCC terminationstatementsorotherfilingsnecessarytoterminateorrelease,asofrecord,anysecurity interestsandallnoticesofsecurityinterestsandlienspreviouslyfiledwithrespecttoPrairieSolar Holdings under the Credit Documents.

3.    Amendments and Joinder.Effective as of the Amendment Effective Date, the Borrower Entities, the Administrative Agent, the Collateral Agent, the Depositary (solely with respecttoSections3(f)and3(g)),theIssuingBanks,andtheundersignedLendersconstitutingall Lenders hereby agree as follows:

(a)    Schedule6.1(d)(ConsentstoCollateralAssignment)totheExistingCredit Agreement is hereby amended and restated in its entirety as set forth in Exhibit Fhereto.

(b)    Section 1.1 (Definitions) to the Existing Credit Agreement is hereby amended by adding the following definitions alphabetically therein:

“Prairie TE Partnership” means Prairie BX LLC, a Delaware limited liability company, which following the HoldCo Effective Date in connection with the PrairieProject,willownonehundredpercent(100%)oftheEquityInterestsinthe Prairie Project Company.

“PrairieTEPartnershipLLCA”meansthatcertainamendedandrestatedlimited liability company agreement of Prairie TE Partnership, dated as of November 3, 2025, by and between Prairie Class B LLC and LongPoint Prairie Class A, LLC.

(c)    Section 9.1 (Events of Default) to the Existing Credit Agreement is hereby amended by adding the following subsection therein:

(u) (Prairie – Inverter Blocks). Each Inverter Block composing the Prairie ProjecthasnotbeenPlacedinServiceforU.S.federalincometaxpurposes at least seventeen (17) days prior to January 1, 2026. For the purposes of thisSection9.1(u),capitalizedtermsusedbutnototherwisedefinedherein shallhavethemeaningsascribedtosuchtermsinthePrairieTEPartnership LLCA.

(d)    The Existing Credit Agreement is hereby amended by deleting the definition of “HoldCo (Prairie)” and replacing each reference to “HoldCo (Prairie)” with a reference to “the Prairie TE Partnership”.

(e)    The Existing Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Security Agreement attached as Exhibit Ghereto(theExistingSecurityAgreement,assoamendedandasmaybefurtheramended,amended and restated, modified or supplemented from time to time, the “Security Agreement”).

(f)    The Existing Depositary Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Depositary Agreement attached as Exhibit Hhereto (the Existing Depositary Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Depositary Agreement”).

(g)    The Prairie TE Partnership hereby joins and accedes to the Depositary Agreement. The Prairie TE Partnership hereby agrees to be bound by all of the provisions of the DepositaryAgreement,andeffectiveasoftheAmendmentEffectiveDate,becomesapartytothe Depositary Agreement with the same effect as if it were an original signatory to the Depositary Agreement. From and after the Amendment Effective Date, the Prairie TE Partnership shall have therightsandobligationsofa“PrairieTEPartnership”undertheDepositaryAgreementandshall be bound by the provisions thereof. Each of the parties to the Depositary Agreement hereby consents and agrees to the joinder of the Prairie TE Partnership as a party to the Depositary Agreement.

4.    RepresentationsandWarranties. EachBorrowerEntityherebyrepresentsand warrants that:

(a)    NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, delivery of performance of the Amendment.

(b)    Each representation and warranty set forth in Article 5 of the Credit Agreement,inArticleIIIoftheSecurityAgreementandinArticleIIoftheDepositaryAgreement istrueandcorrectinallmaterialrespectsasoftheAmendmentEffectiveDate(or,ifstatedtohave beenmadeonorasofanearlierdate,weretrueandcorrectinallmaterialrespectsonorasofsuch earlierdate);providedthat,totheextentthatanysuchrepresentationsandwarrantiesarequalified bymateriality,suchrepresentationsandwarrantiesaretrueandcorrectinallrespectsonandasof the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(c)    Each Borrower Entity is duly organized and validly existing, has all requisitecorporate,limitedliabilitycompanyorpartnership(asapplicable)powerandauthorityto

execute,deliverandperformthisAmendment,theCreditAgreement,theSecurityAgreementand the Depositary Agreement.Each Borrower Entity is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)    Each of this Amendment, the Credit Agreement, the Security Agreement and the Depositary Agreement (a)has been duly authorized, executed and delivered by each Borrower Entity; and (b)when executed and delivered by each Borrower Entity and each of the other parties thereto will be the legal, valid and binding obligation of such Borrower Entity, enforceableagainstsuchBorrowerEntityinaccordancewithitsterms,exceptastheenforceability thereof may be limited by (i)applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii)general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)    The execution, delivery and performance by each Borrower Entity of each ofthisAmendment,theCreditAgreement,theSecurityAgreementandtheDepositaryAgreement donotand,totheKnowledgeofsuchBorrowerEntity,willnot(a)violateanyApplicableLawor Governmental Approval in any material respect, (b)violate any provision of the Organizational Documents of such Borrower Entity, (c)violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such BorrowerEntityorsuchBorrowerEntity’sassets,orgiverisetoarightthereundertorequireany materialpaymenttobemadebysuchBorrowerEntityor(d)exceptfortheLienscreatedpursuant to the Credit Documents, result in the creation or imposition of any Lien on any asset of such Borrower Entity.

5.    Effectiveness.This Amendment shall be effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent and all the Lenders:

(a)    Receipt by the Administrative Agent of an executed counterpart of this Amendment from each of the Borrower Entities, the Sponsor, all Lenders, the Administrative Agent,theCollateralAgentandtheDepositary(whichmayincludeacopytransmittedbyfacsimile or PDF or other electronic method).

(b)    Delivery to the Administrative Agent of copies of certified true, complete and correct executed copies of the Prairie Tax Equity Documents substantially in the applicable forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit Dand Exhibit E, all of which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.

(c)    Each of the “Execution Date” under and as defined in the Purchase Agreement and the LLCA shall have occurred, as certified by the Borrowers.

(d)    Delivery to the Administrative Agent of an officer’s certificate from each of the Borrowers, the Prairie Project Company, the Class B Member (Prairie) and PrairieTE

Partnership,datedasoftheAmendmentEffectiveDate,certifyingasto(A)eachentity’scertificate of good standing in its state of incorporation or formation, dated as of a recent date, (B) each entity’scertificateof formationandoperatingagreementas thenineffect, and(C) acertificate of another responsible officer as to the incumbency and specimen signature of the natural persons authorizedtoexecuteanddelivereachPrairieTaxEquityDocumenttowhichsuchentityisaparty and, with respect to the Borrowers, this Amendment.

(e)    Delivery to the Administrative Agent of a certificate of status, good standingorequivalent,asapplicable,forthejurisdictionofformationofeachBorrower,thePrairie ProjectCompany,theClassBMember(Prairie),PrairieTEPartnershipandtheTaxEquity Investor as of the Amendment Effective Date.

(f)    Deliverytothe AdministrativeAgentoftheCost Seg/AppraisalReport (as defined in the Purchase Agreement) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(g)    Delivery to the Administrative Agent of an updated Base Case Model (the “UpdatedBaseCaseModel”),informandsubstancereasonablyacceptabletotheAdministrative Agent and all Lenders.

(h)    Delivery to the Administrative Agent of a cash diversion guaranty by the Sponsor in favor of the Administrative Agent for and on behalf of the Lenders, in form and substance satisfactory to all Lenders.

(i)    Delivery to the Collateral Agent of a Guarantor Supplement (as defined in the Security Agreement) by Prairie TE Partnership, substantially in the form of Annex 8 to the Security Agreement.

(j)    Delivery to the Collateral Agent of original physical membership interest certificatesandaccompanyingtransfersrepresenting(i)100%oftheClassBmembershipinterests in Prairie TE Partnership held by the Class B Member (Prairie) and (ii) 100% of the membership interests in Prairie Project Company held by the Prairie TE Partnership.

(k)    Delivery to the Administrative Agent of an officer’s certificate from each BX Entity and the Tax Equity Investor, dated as of the Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

(l)    Paymentofallfees,costsandotherexpenses(includingallreasonablyout-of-pocketcosts,feesandexpenses(includinglegalexpenses))andallotheramountsthendueand payable by the Borrowers pursuant to the Credit Agreement.

(m)    TherepresentationsandwarrantiessetforthinSection3aretrueandcorrect in all material respects as of the Amendment Effective Date; provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment Effective Date.

(n)    NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, delivery and performance of this Amendment.

(o)    DeliverytotheAdministrativeAgentofthefollowingopinions,informand substance reasonably satisfactory to the Lenders: (i) a legal opinion of Holland & Knight LLP, addressing customary corporate and enforceability matters with respect to the Prairie Tax Equity Documents, (ii) a legal opinion of Croke Fairchild Duarte & Beres LLC with respect to Illinois stateenergyregulatoryandstateandlocalpermittingmatters,(iii)alegalopinionofMilbankLLP, as counsel to the Tax Equity Investor, addressing customary corporate and enforceability matters with respect to the BX Guaranty and the Interparty Agreement and (iv) a legal opinion of Morris James LLP, as Delaware counsel to the Class B Member (Prairie) addressing customary matters relatingtotheLLCA,which,ineachcase,willincludetheAdministrativeAgentasanaddressee.

(p)    Delivery to the Administrative Agent of the Title Policy and the then-current draft ALTA Survey (each as defined in the Purchase Agreement) in form and substance reasonably acceptable to the Administrative Agent and all Lenders.

6.    Reaffirmation of Security. Each Loan Party party hereto hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continueinfullforceandeffectandthatallofitspaymentobligations,guarantees,pledges,grants of security interests and other obligations, as applicable, under and subject to the terms of such Credit Documents shall be valid and enforceable and shall not be impaired or limited by the executionoreffectivenessofthisAmendmentoranyofthetransactionscontemplatedhereby and (b)confirmsthesecurityinterestsintheCollateralgrantedbyitpursuanttotheapplicableSecurity Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

7.    CreditDocument.ThisAmendmentconstitutesa“CreditDocument”forpurposes of the Credit Agreement. From and after the Amendment Effective Date, all references to the Credit Agreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amended by this Amendment. From and after the Amendment Effective Date (i) all references to the Security Agreement in the Credit Documents shall be deemed to refer to the Security Agreement as amended by this Amendment, and (ii) all references to the Depositary Agreement intheCreditDocumentsshallbedeemedtorefertotheDepositaryAgreementasamendedbythis Amendment.

8.    Governing Law.This Amendment, and the rights and duties of the parties hereto, shall be construed and governed in accordance with the laws of the State of New York.

9.    Miscellaneous.Sections 12.27 (Governing Law), Sections 12.28 (Severability of Provisions), 12.35 (Limitation on Liability), 12.31 (Submission to Jurisdiction; Waiver of Jury Trial), 12.33 (Confidentiality) and 1.2 (Interpretation) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

10.    Headings.AllheadingsinthisAmendmentareincludedonlyforconvenienceand easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.

11.    Binding Nature and Effect.This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

12.    Counterparts.ThisAmendmentmaybeexecutedinmultiplecounterparts,eachof which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

13.    Electronic Execution.This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the partybymeansof(i)anyelectronicsignaturepermittedbythefederalElectronicSignaturesin GlobalandNationalCommerceAct,stateenactmentsoftheUniformElectronicTransactionsAct, and/or any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence asan original manualsignature.Each partyheretoshallbe entitledtoconclusivelyrely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,orotherelectronicsignature,ofanypartyandshallhavenodutytoinvestigate,confirm or otherwise verify the validity or authenticity thereof.For avoidance of doubt, original manual signaturesshallbeusedforexecutionorindorsementofwritingswhenrequiredundertheUCCor other Signature Law due to the character or intended character of the writings.

14.    No Modification; No Other Matters.Except as expressly provided for herein, the terms and conditions of the Operative Documents shall continue unchanged and shall remain in fullforceandeffect.Theconsentandamendmentgrantedhereinshallapplysolelytothematters setforthhereinandtotheextentexpresslysetforthhereinandsuchconsentandamendmentshall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such consent and amendment apply to any other matters.Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.

15.    DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects the Administrative Agent to, on the Amendment Effective Date, execute this Amendment.The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.

16.    Direction to the Collateral Agent.Each of the undersigned Lenders and the Administrative Agent hereby directs the Collateral Agent to, on the Amendment Effective Date,

executethisAmendmentandtheInterpartyAgreement.TheCollateralAgentshallhaveallofthe rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

[SIGNATUREPAGESTOFOLLOW]

INWITNESSWHEREOF,theundersigned,bytheirofficersthereuntodulyauthorized, have duly executed this Amendment as of the date first written above.

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO MN8 CONSENT AND THIRD OMNIBUS AMENDMENT TO CREDIT AGREEMENT

EXHIBIT A

PURCHASE AGREEMENT

PURCHASEAGREEMENT

byand between

MN8DEVCO3LLC,

aDelawarelimitedliabilitycompany,

as Seller,

and

PRAIRIEBXLLC,

aDelawarelimitedliabilitycompany

as Company

Datedasof November3,2025

TABLE OF CONTENTS

-i-

PURCHASE AGREEMENT (PRAIRIE BX LLC)

TABLE OF CONTENTS

(continued)

-ii-

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedules, Exhibits and Annexes

-iii-

PURCHASE AGREEMENT (PRAIRIE BX LLC)

PURCHASEAGREEMENT

This PURCHASE AGREEMENT is made and entered into as of November 3, 2025 (the “Execution Date”), by and among MN8 DEVCO 3 LLC, a Delaware limited liability company (“Seller”), and PRAIRIE BX LLC, a Delaware limited liability company (the “Company”).The useof“Party”hereinmeansSellerortheCompany,and“Parties”meansSellerandtheCompany.

RECITALS

1.    Seller is in the business of developing, owning and operating photovoltaic solar energygeneratingfacilities,andisexperiencedinthedesigning,engineering,procuringequipment, installing, commissioning, constructing, testing, operating, maintaining and managing of such facilities.

2.    The Company desires that Seller cause the design, engineering, procurement, installation, commissioning, construction and performance testing of the Project (as hereinafter defined)onaturnkey,fixed-pricebasis,andSellerdesirestocausesuchservicestobeperformed.

3.    Sellerowns100%oftheEquityInterestsinPrairieSolarHoldingsLLC,aDelaware limitedliabilitycompany(“PrairieHoldings”),whichowns100%oftheEquityInterestinPrairie Solar 1, LLC (the “Project Company”) that owns the 183 MWDCsolar energy generating facility referred to as the Prairie project, being developed and constructed in Champaign County, Illinois (the “Project”).

4.    The Company desires to purchase, and Seller desires to sell, the Project Company (and thereby, indirectly, the Project) on the terms and subject to the conditions described herein.

5.    In order to facilitate such purchase and sale, the Parties wish to enter into this Agreement.

NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and other good and valuable consideration,thereceipt andsufficiencyofwhich areherebyacknowledged,thePartiesagreeas follows:

AGREEMENT

ARTICLE 1

DEFINEDTERMS

1.1    DefinedTerms.Asusedherein,thefollowingtermshavethefollowingmeanings:

“Acquired Interests” is defined in Section 2.1(a).

“Advisors”isdefinedinSection7.12.

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“Affiliate”means,withrespecttoanyPerson,aPersonthatdirectly,orindirectlythrough oneormoreintermediaries,Controls,isControlledbyorisundercommonControlwiththePerson specified.Without limiting the foregoing, any Person shall be deemed to be an Affiliate of any specified Person if such other Person owns more than fifty percent (50%) of the voting securities of the specified Person, if the specified Person owns more than fifty percent (50%) of the voting securities of such other Person, or if more than fifty percent (50%) of the voting securities of the specified Person and such other Person are under common control; providedthat Company shall not be considered an Affiliate of Seller or Guarantor for purposes of this Agreement and in no event shall any natural person (including in a capacity as an employee)be deemed an Affiliate of any Person.

“After-Tax Basis” means, with respect to any payment to be actually or constructively received by any Person, the amount of such payment (the “base payment”) supplemented by a furtherpayment(the“additionalpayment”)tothatPersonsothatthesumofthebasepaymentplus theadditionalpaymentshall,afterdeductionoftheamountofallfederalincometaxesrequiredto bepaid by such Person in respect ofthereceipt oraccrual ofthe base payment and the additional payment, using an assumed rate equal to the Highest Marginal Rate (and ignoring state and local taxes),andtakingintoaccountanyfederalincometaxsavingsrealizedbytherecipientasaresult ofthepaymentortheeventgivingrisetothepayment,usinganassumedrateequaltotheHighest MarginalRate(andassumingtherecipienthassufficienttaxableincometofullyutilizeonacurrent basis any tax benefits resulting from the paymentor the event giving rise to the payment), equals the amount required to be received.

“Agreement”meansthisPurchaseAgreement.

“ALTA Survey” means anALTA/NSPSLandTitleSurveyoftheProjectSite prepared in accordance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements, including Table A Items: 1, 2, 3, 4, 5, 6(b), 8, 11(a), 11(b), 13, 14, 16, and 18 (and, with respect to the as-built ALTA Survey to be delivered pursuant to Section 2.4(o) of this Agreement, Table A Item 19), and sufficient to remove all standard survey exceptions to the Title Policy.

“Anti-Bribery and Anti-Corruption Laws and Regulations” means all Applicable Laws concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010.

“Anti-Terrorism and Money Laundering Laws and Regulations” means all Applicable Laws concerning or relating to terrorism financing or money laundering, including the USA PATRIOT Act.

“Applicable Law” means, all applicable laws of any Governmental Authority, including any ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Governmental Authority, and any rules and regulations of any federal, regional, state, county, municipal or other Governmental Authority.

“Appraiser”meansMarshall&Stevens.

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“Assets” means all right, title and interest of a Person in land, properties, buildings, improvements,fixtures,foundations,assetsandrightsofanykind,whethertangibleorintangible, real, personal or mixed, including contracts, leases, easements, equipment, systems, books, data, reports,studiesandrecords,proprietaryrights,intellectualproperty,Permits,rightsunderor pursuanttoallwarranties,representationsandguarantees,cash,accountsreceivable,depositsand prepaid expenses.

“Bankrupt”or“Bankruptcy”means,withrespecttoanyPerson:(a)thatsuchPerson (i)filesinanycourtpursuanttoanystatuteoftheUnitedStatesorofanystateavoluntarypetition inbankruptcyorinsolvency,(ii)filesapetitionoranswerseekingforsuchPersonareorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Applicable Law or the appointment of a receiver or a trustee of all or substantially all of such Person’s Assets, (iii)makes a general assignment for the benefit of creditors, (iv)becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings, (v)files an answer or other pleading admitting or failing to contest the materialallegationsofapetitionfiledagainstsuchPersoninaproceedingofthetypedescribedin subclauses(i)through (iv)of this clause(a), (vi)admits in writing its inability to pay its debts as theyfalldue(providedthatanysuchdebtssubjecttobonafidedisputesareexemptfromsubsection (vi)),or(vii)seeks,consentstooracquiescesintheappointmentofatrustee,receiverorliquidator of substantially all of its Assets; or (b)a petition in bankruptcy or insolvency, or a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similarreliefunderanyApplicableLawhasbeencommencedagainstsuchPerson,andsixty (60)days have expired without dismissal thereof or with respect to which, without such Person’s consentoracquiescence,atrustee,receiver,orliquidatorofsuchPersonorofalloranysubstantial part of such Person’s properties has been appointed and sixty (60)days have expired without the appointment’s having been vacated or stayed, or sixty (60)days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

“Beginning of Construction Bring-Down Certificate” means an executed copy of the Beginning of Construction Bring-Down Certificate in the form attached as Exhibit F-2.

“Beginning of Construction Certificate” means an executed copy of the Beginning of Construction Certificate in the form attached as Exhibit F-1.

“BeneficialOwnershipCertification”meansacertificationregardingbeneficialownership requiredbytheBeneficialOwnershipRegulation,whichcertificationshallbesubstantiallysimilar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customerspublishedjointly,inMay2018,bytheLoanSyndicationsandTradingAssociationand Securities Industry and Financial Markets Association.

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230.

“Business Day” means any day other than Saturday, Sunday and any other day on which banks in New York, New York are authorized to be closed.

“CashPurchasePricePayment”isdefinedinSection2.1(b).

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“Changein ApplicableLawEvent”means achangein ApplicableLawthat (a)renders or wouldreasonablybeexpectedtorenderanyTransactionDocumentillegalorunenforceableorthe performance by any party thereto illegal or unenforceable, (b) does or would reasonably be expected to eliminate, abolish or make illegal or materially and negatively affect the authority or rightsofCompanyortheProjectCompany,togenerateandselltheelectricityandotherattributes generated by the Project in the applicable jurisdiction, or (c) solely to the extent not reflected in theBaseCase Model, does orwould reasonably beexpected to (i)materially adversely affect the economic value of the Company or the Project Company in the applicable jurisdiction, including the economic value of the Offtake Agreement or (ii) result in a material adverse effect to the Company’s financial projections or assumptions.

“ChangeinTaxLaw”means(a)anychangeinoramendmenttotheCode;(b)anychange in,orissuanceof, orpromulgationofanytemporaryorfinalRegulations;(c)decisionoftheU.S. TaxCourt,theU.S.CourtofFederalClaims,aU.S.DistrictCourt,aU.S.CourtofAppealsorthe U.S. Supreme Court, that applies, advances or articulates a new or different interpretation of analysisofanyprovisionoftheCode,anyotherapplicablefederaltaxstatuteoranytemporaryor final Regulation; or (d) any guidance, advice, statement, notice, announcement, proclamation, revenue ruling, revenue procedure, private letter ruling or other written guidance issued by the IRS, that applies, advances or articulates a new or different interpretation or analysis of any provisionoftheCode,anyotherapplicablefederaltaxstatuteoranytemporaryorfinalRegulation, in each case which is enacted, passed, promulgated or issued, as applicable following the Execution Date and prior to the SC Payment Date and that materially affects the tax treatment or taxconsequencesto(i)theCompanyinconnectionwiththeCompany’sacquisitionoftheProject Company and Project or (ii) the Company, the Project Company, the Project, or the purchaser underaTax Credit TransferAgreement in connection with theability oftheCompany to transfer the ITC in the manner and for the economic value as assumed by the Cost Seg/Appraisal Report.

“ClaimNotice”isdefinedinSection4.7.

“ClassATCTAProceedsAmount”isdefinedintheLLCAgreement.

“Code”meanstheInternalRevenueCodeof1986,asamendedfromtimetotime,andany successor federal tax statute or other federal income tax law.

“CommitmentExpirationDate”meansJune30,2026.

“Commitment Period” means the period beginning on the Execution Date and ending on theearliestof(a)theCommitmentExpirationDate,(b)thepaymentinfulloftheProjectPurchase Price and (c) the date of termination pursuant to the terms hereof.

“Company”isdefinedin thepreamble.

“CompanyIndemnifiedParties”isdefinedinSection4.3(a).

“Confidential Information” is defined in Section 7.12.

“Construction Contracts” means the EPC Contracts and Equipment Supply Contracts.

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“ConstructionIndebtedness” meansIndebtednessunder theConstructionLoanAgreement.

“ConstructionLoanAgreement”meansthatcertainCreditAgreement,datedasof December31,2024,asamendedasofMay6,2025,andasfurtheramendedasofJune12,2025, byandbetweenSeller,MN8BleekerLLC,Natixis,NewYorkBranchasadministrativeagentand collateral agent thereunder, and the lenders and issuing banks party thereto from time to time.

“Consultants” means the Appraiser, the Independent Engineer, the Insurance Consultant, the Environmental Consultant, the Market Consultant and the Transmission Consultant.

“Contract”meansanycontract,lease,evidenceofindebtedness(includinganypromissory note), purchase order, letter of credit, license, obligation, or other legally binding agreement or undertaking of any other nature, in each case in writing, but not including any Permit.

“Control”meansthepossession,directlyorindirectly,ofeitherofthe following:

(a)    (i)in the case of a corporation, more than fifty percent (50%) of the outstanding voting securities thereof; (ii)in the case of a limited liability company, partnership, limited partnership or joint venture, the right to more than fifty percent (50%) of the distributions (including liquidating distributions) therefrom; (iii)in the case of a trust or estate, including a businesstrust,morethan fiftypercent(50%)ofthebeneficialinteresttherein;and(iv)inthecase ofanyotherentity,morethanfiftypercent(50%)oftheeconomicorbeneficialinteresttherein;or

(b)    in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to direct or cause the direction of the management and the policies of the entity.

“CostSeg/AppraisalReport”meansthereportissuedandpreparedbytheAppraiser,which includes confirmation of the Project Company’s tangible and intangible asset cost segregation, depreciationandamortizationrates,anddepreciationandamortizationexpenses,andtheupdate(s) thereto delivered in accordance with Section 2.3(k)and Section 2.4(i).

“Data   Room”    means   the   virtual   data   room     titled    “9.Blackstone”   located   at https://airenew.sharepoint.com/:f:/r/sites/Treasury/160Capital%20Markets%20and%20Project%20Finance/00.%20External%20TE%20Investors/9.%20Blackstone?csf=1\&web=1\&e=USADqf

“DisclosureSchedules”meanstheschedulestoSeller’srepresentationsandwarranties under Section 3.1.

“Dispute”isdefinedinSection6.1.

“DisqualifiedEntity”means(a)theUnitedStates,anystateorpoliticalsubdivisionthereof, any possession of the United States, or any agency or instrumentality of any of the foregoing, (b) any organization which is exempt from tax imposed by theCode (including any tax-exempt entity within the meaning of Section 168(h)(2) of the Code and any tax-exempt controlled entity within themeaningofSection168(h)(6)(F)(iii)oftheCodeifsuchentityhasnotmadetheelection providedinSection168(h)(6)(F)(ii)oftheCode),(c)anyPersonwho

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isnota“UnitedStatesperson” asdefinedinSection7701(a)(30)oftheCode,(d)anyIndiantribalgovernmentdescribedin Section7701(a)(40)oftheCode,(e)arealestateinvestmenttrust,asdefinedinCodeSection 856(a), (f) a regulated investment company as defined in Code Section 851(a), (g) a cooperative organizationdescribedinSection1381(a)oftheCode,or(h)anypartnershiporotherpass-through entity, any direct or indirect partner (or other holder of an equity or profits interest) of which is a Persondescribedinclauses(a)through(g),unlesssuchPersonownsitsinterestindirectlythrough a taxable C corporation that is not a corporation described in clauses (a) through (g); provided, however, that any such Person described in clauses (a) through (d) shall not be considered a Disqualified Entity to the extent that (i) the exception under Section 168(h)(1)(D) of the Code applieswithrespecttotheincomefromtheCompanyforthatPerson,or(ii)thePersonisdescribed within clause (c) of this definition, and the exception under Section 168(h)(2)(B)(i) of the Code applies with respect to the income from the Company for that Person.

“Economic Sanctions Laws and Regulations” means any and all economic and financial sanctions and trade embargoes imposed, administered or enforced by: (a)the U.S. government (includingtheU.S.DepartmentofStateandOFAC),(b)theUnitedNationsSecurityCouncil, (c) theEuropeanUnionoranyofitsmemberstates,(d)Switzerland(includingtheStateSecretariat for Economic Affairs), or (e) the United Kingdom (including His Majesty’s Treasury).

“Encumbrances” means encumbrances, liens, charges, pledges, collateral assignments, restrictionsontransfer,options,warrants,mortgages,deedsoftrust,securityinterests,easements, purchaserights,rightsoffirstrefusalandencroachmentsofeverytypeanddescriptionwhatsoever, whether voluntary or involuntary, choate or inchoate or imposed by Applicable Law (including any agreement to give any of the foregoing or any conditional sale or other title retention agreement), and whether or not of record, and “Encumber” means any action or inaction (where there is an affirmative obligation to act) creating an Encumbrance.

“Energy Community Bring-Down Certificate” means an executed copy of the Energy Community Bring-Down Certificate in the form attached as Exhibit H-2.

“Energy Community Certificate” means an executed copy of the Energy Community Certificate in the form attached as Exhibit H-1.

“Energy Management Agreement” means the Contract(s) under the heading “Energy Management Agreement” in Schedule 3.1(g).

“Energy Manager” means thecounterparty(ies) to theEnergy Management Agreement in its capacity as “Energy Manager” thereunder.

“EnvironmentalConsultant”meansSWCAEnvironmentalConsultants.

“EnvironmentalLaws”meansanyandallApplicableLawspertainingtotheenvironment, human health, cultural or natural resources, or the generation, handling, management, transportation, storage, disposal, Release or threatened Release of or exposure to Hazardous Substances, including: (a) the Comprehensive Environmental Response, Compensation and

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LiabilityActof1980,asamendedbytheSuperfundAmendmentsandReauthorizationAct of1986, 42 U.S.C. §§ 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 etseq.;theCleanAirAct,42U.S.C.§§7401etseq.;theToxicSubstancesControlAct,15U.S.C. §§2601etseq.;theEmergencyPlanningandCommunityRighttoKnow Actof1986,42U.S.C. §§11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; the Resource Conservation and Recovery Act of1976, 42U.S.C.§§6901etseq.;theOilPollutionActof1990,33U.S.C.§§2701etseq.;the OccupationalSafetyandHealthAct,29U.S.C.§§651etseq.(totheextentanyprovisionsthereof relate to environmental matters); the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq.;theEndangeredSpeciesAct,16U.S.C.§§1531etseq.;theBaldandGoldenEagleProtection Act, 16 U.S.C. §§ 668 et seq.; the Migratory Bird Treaty Act, 16 U.S.C. §§ 703 et seq.; National Historic Preservation Act of1966, 54 U.S.C. §§ 300101 et seq.; Title 14 Code of Federal Regulations Part 77 and 49; (b) and any similar, analogous, or implementing state or local laws andallamendmentsorregulationspromulgatedthereunder;and(c)anyapplicabledecisionallaw ofany Governmental Authority, as each oftheforegoing may beamended orsupplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Law” relates.

“EnvironmentalPermits”meansallPermitsissuedorrequiredunderanyEnvironmental Law.

“EnvironmentalReport”meansthefinalPhaseIEnvironmentalSiteAssessmentprepared bytheEnvironmentalConsultantassuchreportmaybeupdated ascontemplatedherein.

“EPCContract”meanstheContractundertheheading“EPCContract”inSchedule3.1(g).

“EPC Contractor” means the counterparty(ies) to the EPC Contract.

“EquipmentSupplyContract”meanstheContract(s)undertheheading“Equipment Supply Contracts” in Schedule 3.1(g).

“Equity Interests” means shares of capital stock, partnership interests, limited liability company interests or membership interests in a limited liability company (including voting and economic interests therein), beneficial interests in a trust or other equity interests in any Person, andanyoption,warrant,commitment,preemptiverightsoragreementsofanykind(includingany members’orvotingagreements)entitlingtheholderthereoftopurchaseorotherwiseacquireany such equity interest.

“Event of Loss” means any casualty, loss, damage, theft or destruction of the Project causingdamagetotheProjectinexcessof$2,000,000thatisunrepairedorotherwiseunremedied.

“EWG”meansan“exemptwholesalegenerator”withinthemeaningofSection1262(6)of PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“ExecutionDate”isdefinedinthepreamble.

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“FairMarketValue”means,withrespecttoany Asset,thepriceatwhichtheAssetwould change hands between a willing third-party buyer and a willing third-party seller, neither being underanycompulsiontobuyortosell,andbothhavingknowledgeoftherelevantfactsandtaking into account the full useful life of the asset in an arms-length transaction.

“Fee Letter” means that certain Fee Letter, dated November 3, 2025, between Blackstone Private Credit Strategies LLC (together with its affiliates) and MN8 Energy LLC.

“FERC”meanstheFederalEnergyRegulatoryCommissionandanysuccessoragency.

“Final Completion” means (a) all Performance Tests pursuant to the EPC Contract have been successfully completed, and (b) (i) the Project has achieved “Final Completion” under the EPC Contract and (ii) all items on the “Punch List” as defined in the EPC Contract have been completed.

“Final Determination” means the earliest to occur of (a) a decision, judgment, decree or otherorderbyanycourtofcompetentjurisdiction,whichdecision,judgment,decreeorotherorder has become final (i.e., when all appeals other than to the Supreme Court or the highest judicial body of a state allowable hereby and by law have been exhausted by either party to the action or thetimeforfilingsuchappealshasexpired)or,inanycasewherejudicialreviewshallatthetime be unavailable by reason of the proposed adjustment involving a decrease in a net operating loss or business credit carryforward, a decision, judgment, decree or other order of an administrative official or agency of competent jurisdiction, which decision, judgment, decree or other order has become final (i.e., when all administrative appeals have been exhausted by either party), (b) a closing agreement entered into pursuant to Section 7121 of the Code or any other settlement agreement entered into in connection with an administrative or judicial proceeding, (c) the expirationofthetimeforinstitutingaclaimforrefund,orifsuchaclaimwasfiled,theexpiration of the time for institutingsuit with respect thereto or (d) the expiration of the time for assessing a deficiency, or if a deficiency was assessed, the expiration of the time for instituting suit with respect thereto.

“Forbearance Agreement” means a forbearance or interparty agreement between the Company,itsmembersandthefinancingpartiesprovidingfinancingundertheConstructionLoan Agreement(or suchfinancingproviders’agent),informandsubstance acceptabletotheCompany.

“Force Majeure Event” means any event, condition or circumstance (a) beyond the reasonable control of the Party claiming the Force Majeure Event, (b) which occurs despite commerciallyreasonableprecautionsandmeasurestakenbythePartyclaimingtheForceMajeure Eventinordertopreventoravoidsuchevent,(c)isnot,directlyorindirectly,causedby,thefault ornegligenceofthePartyclaimingtheForceMajeureEvent,and(d)whichthePartyclaimingthe Force Majeure Event is unable to overcome by the exercise of reasonable due diligence.It may include: an act of god; epidemic or pandemic; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic or financial sanctions, or trade embargos; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; volcanic eruption, abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; and drought, in each case, with respect to a Force

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Majeure Event claimed by Seller, to the extent that such event, condition or circumstance constitutes a “Force Majeure Event” under, and as defined in, the EPC Contract.

“FPA”meanstheFederalPowerAct,as amended,and FERC’simplementingregulations thereunder.

“GAAP”meansgenerallyaccepted accountingprinciplesintheUnited StatesofAmerica consistently applied.

“Governmental Authority” means any foreign, federal, territorial, state, local or other governmental,regulatoryoradministrativeagency,court,commission,department,board,orother governmentalsubdivision,legislature,rulemakingboard,court,tribunal,arbitratingbodyorother governmental authority having jurisdiction or effective control over the Project Company, the Seller, the Company, any of their respective Affiliates or the Project, including FERC, MISO, NERC and its regional entities, ICC and MRO.

“Guarantor” means MN8 Energy LLC (or its successor in interest following any merger, division, recapitalization, or other capital event).

“Guaranty” means that certain Guaranty, dated as of the Execution Date, made by Guarantor in favor of Longpoint Prairie Class A, LLC.

“Hazardous Substance” means (a) hazardous materials, hazardous wastes, and hazardous substances as those terms are defined under any applicable Environmental Laws, (b) petroleum and petroleum products, including crude oil and any fractions thereof, (c) natural gas, synthetic gas, and any mixtures thereof, (d) asbestos and/or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophyllite, and/or actinolite, whether friable or non-friable, (e) PCBs, or PCB-containing materials or fluids, (f) radon, (g) any other hazardous, radioactive, toxic, or noxious substance, materials, pollutant, or solid, liquid or gaseous waste as those terms are defined under any applicable Environmental Laws, and (h) per- or polyfluoroalkyl substances.

“Highest Marginal Rate” means as of a given date of determination, the then highest marginalrateforfederalincometaxapplicabletoU.S.corporationssubjecttotaxundersubchapter C of the Code.

“ICC” means the Illinois Commerce Commission and any successor agency.

“Indebtedness”means(a)anyindebtednessforborrowedmoney,(b)anyindebtedness evidencedbyanynote,bond,debenture,mortgageorotherdebtinstrumentordebtsecurity, (c)amounts owing as the deferred purchase price for the purchase of property or services under any Major Project Contract other than accounts payable incurred pursuant to trade contracts or otherobligations ofalikenatureincurred in the Ordinary Course ofBusiness which areless than ninety (90) days past due, (d)liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect a Person against fluctuations in interest rates or other currency

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fluctuations, (e)all contingent reimbursement obligations with respect to outstanding letters of credit, (f) any obligations under capitalized leases, conditional sales contracts and other similar titleretentioninstrumentswhethershorttermorlongterm,(g)anyobligationsofthetypesreferred to in clauses (a)through (f)secured by an Encumbrance on any property or assets of a Person and/or any off-balance sheet financings and (h) all guarantees of obligations of a type referred to in clauses (a)through (g).

“IndependentEngineer”meansEnertisSolarInc.oranotherindependentengineeringfirm reasonably acceptable to the Company.

“Independent Engineer Report” means the final report of the Independent Engineer with respecttotheProject,datedonorbeforetheExecutionDate,asitmaybeupdatedascontemplated herein, as it may be updated as contemplated herein.

“Information”isdefinedinSection3.1(j).

“Installation”isdefinedinSection2.2(a).

“InsuranceConsultant”meansMooreMcNeiloranotherindependentinsuranceconsultant reasonably acceptable to the Company.

“Insurance Consultant Report” means the final report of the Insurance Consultant with respecttotheProject,datedonorbeforetheExecutionDate,asitmaybeupdatedascontemplated herein.

“InterconnectionAgreement”meanstheContractundertheheading“Interconnection Agreement” in Schedule 3.1(g).

“InterconnectionProvider”meansMidcontinentIndependentSystemOperator,Inc.

“Inverter Block” means each inverter block included in the Project.

“IRS”meanstheInternal RevenueServiceorany successor agency.

“IRSNotices”meansIRSNotice2018-59,2018-28I.R.B.196,IRSNotice2019-43,2019-31I.R.B.487,IRSNotice2020-412020-25I.R.B.954,IRSNotice2021-41,2021-29I.R.B.17,IRSNotice2022-61,2022-52 I.R.B.560,IRSNotice 2023-29, 2023-20I.R.B. 1(April 10,2023) and any subsequent IRS notice or published guidance or interpretation for the amendment to Section48(a)(2)(A)(i)(II) oftheCodebyConsolidatedAppropriationsAct(Pub.L.No.114-113, 129 Stat. 2242 (2015)).

“ITC”meanstheenergytaxcreditprovidedforunderSection48oftheCode.

“ITCEligibleBasis”meanstheITCeligiblebasisamountsetforthintheCost Seg/Appraisal Report.

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“ITC Eligible Property” means any assets or property (a) that is not property described in CodeSection50(b)asineligibleforITCs,(b)withrespecttowhichdepreciation(oramortization in lieu of depreciation) is allowable under Section 168 of the Code, and (c) that is described in Code Sections 48(a)(3)(A)(i) or 48(a)(8) of the Code.

“ITC Insurance Policy” means an insurance policy in form and substance satisfactory to the Company.

“ITCLoss”isdefinedin Section4.4(a).

“ITCLossClaimNotice”isdefinedinSection4.4(d).

“Knowledge”means,withrespecttoSeller,theactualknowledge,afterdueinquiry,ofthe individuals listed on Schedule 1and any replacement for any such individual.

“LLC Agreement” means that certain Amended and Restated Limited Liability Company AgreementoftheCompany,madeandenteredintoasoftheExecutionDate,byandbetween Longpoint Prairie Class A, LLC (as Class A Member) and Prairie Class B LLC (as the Class BMember).

“Loss” means any claim, demand, suit, loss, liability, damage, obligation, payment, cost, fee,penaltyorexpense(includingthecostandexpenseofanyaction,suit,proceeding,assessment, judgment, settlement or compromise relating thereto and reasonable attorneys’ fees of external counsel and reasonable and documented out-of-pocket disbursements in connection therewith).

“Made Available” means posting to the Data Room the documents, electronic files, and materials for the Company by Seller or its Affiliates or any of its Representatives or Advisors or otherwise delivering such items (including by electronic transmission) to the Company in accordance with the notice requirements set forth in Section 7.3; provided, however,after the ExecutionDate,adocument,electronicfile,andanyothermaterialpostedtotheDataRoomshall be“MadeAvailable”totheCompanyonlyafterthedateonwhichtheSelleroritsAffiliateshave directly notified (including by electronic mail) Company in accordance with Section 7.3(which noticeshallbeinadditiontoanynotificationprovidedautomaticallybytheDataRoom)thatsuch document, electronic file, or other material is posted to the Data Room.

“Major Equipment” means the equipment contemplated under the Equipment Supply Contracts.

“MajorProjectContract”means(a)eachofthoseContractssetforthonSchedule3.1(g), (b)eachotherContractenteredintoinsubstitutionorreplacementofanyoftheforegoing,(c)any other Contract (or series of related Contracts) entered into by the Project Company or in relation totheProjectwithexpenditures,liabilitiesorrevenuesreasonablyexpectedtoexceed$500,000in any calendar yearor $2,000,000 in theaggregate and (d) any credit support instruments provided inconnectionwithanyoftheforegoing;provided,however,thatanyMajorProjectContractshall cease to be a Major Project Contract once the parties thereto have performed all material non-

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contingent obligations thereunder (other than surviving indemnification and reimbursement obligations).

“Major Project Counterparties” means each party to a Major Project Contract (other than the Company and the Project Company).

“Management Services Agreement” means that certain Management Services Agreement dated as of November 3, 2025 by and between Project Company and GSRP Services LLC.

“ManagementServicesProvider”meansGSRPServicesLLC.

“Market Consultant” means Wood MacKenzie.

“Market Report” means the final merchant curves provided by the Market Consultant, as such materials may be updated as contemplated herein.

“MaterialAdverseEffect”means,withrespecttoanyPerson,afact,eventorcircumstance that, alone or when taken with other facts, events or circumstances occurring or existing concurrentlywithsuchfact,eventorcircumstance,(a)hasorcouldbereasonablyexpectedtohave amaterialadverseeffectonthebusiness,operations,condition(financialorotherwise),assets, liabilities,orpropertiesofsuchPerson,(b)hasorcouldbereasonablyexpectedtohaveamaterial adverse effect on the validity or enforceability of any Transaction Document, (c) materially impairs or could be reasonably expected to materially impair the ability of a Person to meet or perform its obligations under any Transaction Document or (d)has or could be reasonably expectedtohaveanymaterialadverseeffectonaPerson’srightsunderanyTransactionDocument.

“MBRAuthority”meansanorderfromFERCissuedpursuanttoSection205oftheFPA (a) authorizing the Project Company to sell wholesale electric energy, capacity, and/or certain ancillary services at negotiated rates pursuant to a tariff providing for such sales (the “MBRTariff”), (b) accepting such MBR Tariff for filing, and (c) granting the Project Company such regulatory waivers and blanket authorizations as are customarily granted by FERC to companies authorizedtosellelectricenergy,capacity,andancillaryservicesatmarket-basedrates,including blanketauthorizationtoissuesecuritiesandassumeliabilitiespursuanttoSection204oftheFPA.

“MBRTariff”hasthemeaningsetforthin thedefinitionof“MBR Authority”.

“MC Estoppel Certificates” means those estoppel certificates provided by the Offtaker, EPC Contractor, suppliers of all Major Equipment, Real Property Documents counterparties (which shall be dated within sixty (60) days of the Purchase Date) (provided that procuring the Nussmeyer Estoppel is subject to a commercially reasonable efforts standard), and the Interconnection Provider (such estoppel from the Interconnection Provider to be subject to a commercially reasonable efforts standard).

“MC Payment” means twenty percent (20%) of the Cash Purchase Price Payment, determined by reference to the projected Project Purchase Price based on the Cost Seg/Appraisal Report delivered pursuant to this Agreement in connection with the Purchase Date.

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

“MechanicalCompletion”meanstheoccurrenceof“MechanicalCompletion”withrespect to the Project, as such term is defined in the EPC Contract and delivery of the fully executed Mechanical Completion Certificate under and as defined in the EPC Contract; provided, that in any event that (i) the Project has not supplied any electricity to test performance or for the customer’s use, (ii)none of the clauses (b), (d) or (e) of the definition of Placed-in-Service shall haveoccurredwithrespecttoanyInverterBlockthatcomposesanypartoftheProjectand (iii)(A)neither “Commercial Operation” (as defined in each Offtake Agreement) nor “Commercial Operation” (as defined in the Interconnection Agreement) has occurred.

“Membership Interest Assignment Agreement” means an assignment and assumption agreementevidencingtheassignmentandtransfertotheCompanyofalloftheEquityInterestsin the Project Company effective as of the Purchase Date, substantially in the form of Exhibit C.

“MISO”meanstheMidcontinentIndependentSystemOperator,Incanditssuccessors.

“Moody’s” means Moody’s Investor Service, or any successor entity.

“MRO”meanstheMidwestReliabilityOrganizationanditssuccessors.]

“MW”meansmegawattsdirectcurrentand,unlessotherwisespecified,suchamountshall be as calculated under standard test condition.

“NERC” means the North American Electric Reliability Corporation and each applicable regional reliability entity designated by, and exercising delegated authority from, NERC and its successors.

“Nussmeyer Estoppel” means that certain Real Property Document counterparty estoppel certificateto bedelivered by the estate of Carole Nussmeyer as Lessor with regard to that certain Lease Agreement dated July 5, 2024, as evidenced by that certain Memorandum of Lease dated July5,2024,asamendedbythatcertainFirstAmendmenttoLeaseAgreementdatedOctober21, 2024, as evidenced by that certain Memorandum of First Amendment to Lease Agreement dated October 21, 2024, with the Project Company.

“O&M Agreement” means the Contract(s) under the heading “O&M Agreement” in Schedule 3.1(g).

“O&M Contractor”means thecounterparty(ies)to theO&M Agreement(s)in its capacity as “Operator” thereunder.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Offtake Agreement” means the Contract(s) under the heading “Offtake Agreement” in Schedule 3.1(g).

“Offtaker” means the counterparty(ies) to the Offtake Agreement(s) in its capacity as “Buyer” thereunder.

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“Ordinary Course of Business” means the ordinary conduct of business consistent with custom and practice for comparable businesses in the PV solar energy generation industry.

“Party”or “Parties”isdefinedinthepreamble.

“PaymentDate”meansthePurchaseDateortheSCPaymentDate,asthecontextrequires.

“PerformanceTest”meanstestsrequiredtobeperformedpursuanttotheEPCContractto demonstratethattheProjectiscapableofoperationforitsintended purpose.

“Permit” means any permit, franchise, order, license, determination, notice, certification, approval, exemption, qualification, right or authorization from, or registration or filing with, any Governmental Authority; provided, that, for purposes of this Agreement, any agreement for the Project entered into by a Governmental Authority in its capacity as the local distribution utility including any Interconnection Agreement shall be considered a Contract and not a Permit.

“Permitted Liens” means (a) Encumbrances imposed by any Governmental Authority for Taxesthatarenotyetdueorthatarebeingcontestedingoodfaithbyappropriateproceedingsand for which adequate reserves have been maintained in accordance with GAAP, (b) mechanics’, materialmen’s, repairmen’s and other similar liens arising in the Ordinary Course of Business or incident to the construction, improvement or restoration of the Project in respect of obligations thatarenotyetdueorthatarebeingcontestedingoodfaithbyappropriateproceedings,solong as(i)suchproceedingsshallnotinvolveanymaterialriskofthesale,forfeitureorlossofanypart of the Project, title thereto or any interest therein and shall not interfere in any material respect withtheuseordispositionoftheProjector(ii)thepaymentofsuchEncumbranceshallbesecured bybondsorothersecurityreasonablysatisfactorytotheCompany;(c)minordefects,easements, rights-of-way, restrictions and other similar Encumbrances incurred in the Ordinary Course of Business and Encumbrances, licenses, restrictions on the use of property or minor imperfections in title that, in each case, do not materially interfere with the operation and maintenance of the Project and that individually or in the aggregate do not and could not reasonably be expected to result in a Material Adverse Effect with respect to the Project, (d) Encumbrances created by or pursuant to the Major Project Contracts, (e) any Encumbrances or exceptions listed on Schedule B to the title commitment or pro forma as of the Execution Date and to the Title Policy, (f) judgmentEncumbrancesthatdonotinvolveanyriskofforfeitureoftheProjectthat,withinten (10) Business Days of their existence or after the entry thereof, are being contested in good faith and by appropriate proceedings and for the payment of which adequate reserves in accordance with GAAP, bonds or other security have been provided or are fully covered by insurance, (g) depositsorpledgesrequiredtosecuretheperformanceofstatutoryobligations,appeals,supersedes bonds and other bonds in connection with judicial or administrative proceedings and other obligations of a like nature and (h) zoning, entitlement, and other land use and environmental regulations by Governmental Authorities, provided that the Project Company is not in violation thereof, (i)prior to the SC Payment Date, Encumbrances created pursuant to and securing Construction Indebtedness (subject to the Forbearance Agreement), (j) pledges or deposits to secure the performance of bids, tenders, trade contracts and leases (other than for the repayment of borrowed money) incurred in the Ordinary Course of Business, and (k) statutory liens or contractual rights of set-off in favor of banks or other depositary institutions.

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“Person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, or Governmental Authority or any department or agency thereof.

“Placed-in-Service” means the achievement of all of the following with respect to each Inverter Block that composes any part of the Project: (a)all necessary final Permits and licenses (includingpermissiontointerconnect)foroperatingsuchInverterBlockhavebeenobtained, (b)initial synchronization of such Inverter Block to the grid has occurred, (c) all preoperational testing(includingcommissioningbutexcludingperformance-relatedtesting)necessaryforproper operation of such Inverter Block have been performed, (d)title and care, custody and control to theProjecthavebeentransferredfromtheEPCContractortosuchInverterBlockCompanyunder the EPC Contract and (e)such Inverter Block is capable of producing and delivering to the grid regular delivery of output.

“Project”isdefinedintherecitals.

“ProjectCompany”isdefinedintherecitals.

“ProjectPurchasePrice”meansthefairmarketvalueoftheProjectasofthePurchaseDate, as set forth in the Cost Seg/Appraisal Report, as may be adjusted in accordance with this Agreement to reflect the bring-down of the Cost Seg/Appraisal Report for the SC Payment Date.

“Project Site” means the real property on which the Project is located and the rights and interests of or benefitting the Project Company in, to and under the Real Property Documents.

“ProposedChangeinTaxLaw”means(a)anyproposedRegulationand(b)anyproposed changeinoramendmenttotheCodeoranotherfederalincometaxstatuteunderlegislationthatis (i)enacted or passed by eitherhousein Congress, (ii)included in a bill reported out ofthe House Ways and Means Committee or Senate Finance Committee or (iii) has been included in any proposal by the executive branch of the United States government or any authorized member thereof that is included in an official document relating to United States federal income tax legislation released by the administration, such as the “General Explanations of the Administration’s Fiscal Year Revenue Proposals”, or an executive order that without issuance of furtherguidancecouldbemodelledwithspecificity,that,ifitbecamelaworwasissuedasafinal or temporary Regulation would, in each case, materially affect the tax treatment or tax consequences to (X) the Company in connection with the Company’s acquisition of the Project Company and Project or (Y) the Company, the Project Company, the Project, or the purchaser underaTax Credit TransferAgreement in connection with theability oftheCompany to transfer the ITC in the manner and for the economic value as assumed by the Cost Seg/Appraisal Report and, in each case, such legislation proposed Regulation has a reasonable likelihood of becoming law or being issued as a final or temporary Regulation, as applicable (taking into account for this purpose any direct, written opposition or support issued, published, announced or otherwise publicly disseminated by the other house of Congress).

“PrudentIndustryPractices”meansthosepractices,methodsandacts,ofwhichtheremay be more than one and as the same may change from time to time, engaged in or approved by a

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significant portion of thePV solar energy generation industry operating in the United States with respect to PV solar energy generation assets of the same approximate size and in the same approximategeographiclocationastheProjectthat,intheexerciseofreasonablejudgmentinlight of the facts known or that reasonably should have been known at the time a decision was made, wouldhavebeenexpectedtoaccomplishthedesiredresultinamannerconsistentwithApplicable Law, Permits, the Major Project Contracts, during the recapture period the requirements to avoid a recapture of the ITCs, rules and regulations of applicable regulatory agencies and independent system operators, codes, professional standards, equipment manufacturer’s warranties and recommendations, reliability, safety, environmental protection, efficiency, economy, and expedition.WithrespecttotheProject,“PrudentIndustryPractices”includes,butisnotlimitedto, taking commercially reasonable steps to ensure that: (a) equipment, materials, and supplies, includingsparepartsinventories,areavailabletomeettheProject’sneeds;(b)sufficientpersonnel areavailableduringbusinesshoursandareadequatelyexperiencedandtrained,and,ifnecessary, licensed, to design, construct and install the Project properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions, whether caused by events at the Project location, or elsewhere; (c) construction and installation is to be conducted by knowledgeable, trained, and experienced personnel utilizing proper equipment at the Project location, or elsewhere; (d) appropriate testing is performed to ensure equipment is functioning as designed per manufacturer recommendations and frequency of testing; (e) equipment is not constructed or installed in a reckless manner, in violation of manufacturer’s guidelines or warranties or in a manner unsafe to workers, the general public, or the interconnected system, or contrary to Environmental Laws or Environmental Permits. “Prudent Industry Practices” are not intendedtobelimitedtotheoptimumorminimumpracticeormethodtotheexclusionofallothers, but rather to be a spectrum of reasonable and prudent practices and methods as commonly practicedinthePVsolarenergygeneratingindustriesinthesameapproximategeographicregion of the Project during the relevant time period.

“PUHCA” means the Public Utility Holding Company Act of 2005, 42 U.S.C. §§ 16451 et seq. and the regulations of FERC thereunder at 18 C.F.R. §§ 366.1, et seq.

“Purchase Date” means the date on which Seller conveys to the Company one hundred percent (100%) of the Equity Interests of the Project Company in accordance with Section 2.1, whichwilloccuronadateagreedtobytheParties,butinallcasesnotmorethanfive(5)Business Days following the satisfaction of the conditions precedent set forth in Section 2.3.

“PurchaseDateNotice”isdefinedinSection2.1(c).

“Real Property Documents” means the Contract(s) under the heading “Real Property Documents” in Schedule 3.1(g).

“Regulations” means the regulations promulgated under the Code by the United States Department of Treasury, as such regulations may be amended from time to time.All references herein to specific sections of the regulations shall be deemed also to refer to any corresponding provisionsofsucceedingregulations,andanyreferencetotemporaryregulationsshallbedeemed also to refer to any corresponding provisions of final regulations.

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“Release” means any release, spill, leak, emission, deposit, pumping, pouring, emptying, discharging, injecting, escaping, leaching, disposing, dumping, dispersion or migration into the environment.

“RemainingCosts(Estimated)”meanstheaggregateamountofremainingcostsestimated to be incurred by the Company and the Project Company on and after the Purchase Date in connection with the development, engineering, construction, procurement, installation and commissioningoftheProjectthroughSubstantialCompletion,determinedasofthePurchaseDate.

“Representatives”isdefinedinSection7.12.

“Sanctioned Person” means any Person (a) identified on any list of designated Persons maintained pursuant to Economic Sanctions Laws and Regulations, including the Specially DesignatedNationalsandBlockedPersonsListmaintainedbyOFAC,(b)domiciled,organizedor resident in, or any Governmental Authority of, a country or territory that is the subject of comprehensive EconomicSanctionsLaws andRegulations,(c) owned or controlledby,or acting for or on behalf of, directly or indirectly, any Person described in the foregoing clause (a)or (b); or (d) otherwise the subject or target of Economic Sanctions Laws and Regulations.

“SC Estoppel Certificates” means those estoppel certificates provided by the Offtaker (unlesstheOfftakerestoppeldeliveredwiththeMCEstoppelCertificatesisdatedlessthanninety (90)dayspriortotheSCPaymentDate,inwhichcasetheOfftakerneednotdeliveranyadditional estoppelcertificate),EPCContractor,suppliersofallMajorEquipment(unlesstherelevantMajor Equipment has been delivered and paid for, in which case such supplier(s) need not deliver such anestoppelcertificate),RealPropertyDocumentscounterparties(unlesstherelevantrealparty contract counterparty delivered an estoppel with the MC Estoppel Certificates that is dated less than (90) days prior to the SC Payment Date, in which case the relevant real estate contract counterparty need not deliver any additional estoppel certificate) (provided that procuring the Nussmeyer Estoppel is subject to a commercially reasonable efforts standard), Energy Manager, O&M Contractor, the Management Services Provider, each Tax Credit Transfer Agreement counterpartyandtheInterconnectionProvider(suchestoppelfromtheInterconnectionProviderto be subject to a commercially reasonable efforts standard).

“SC Payment” means the Cash Purchase Price Payment minus the MC Payment paid on thePurchaseDate,determinedbyreferencetotheProjectPurchasePriceasadjustedinaccordance with the terms hereof.

“SCPaymentDate”isdefinedinSection2.1(d)(i).

“SCPaymentDateNotice”isdefinedinSection2.1(d)(ii).

“Seller” is defined in the preamble.

“SharedFacilitiesAgreement”meanstheContract(s)undertheheading“SharedFacilities Agreements” in Schedule 3.1(g).

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“SponsorParties”means Guarantor,SellerandtheProjectCompany.

“StateRegulatoryAuthority”meansthestateregulatorybodyhavingjurisdictionover retail electricity sales, including ICC under applicable Illinois law.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstandingcapitalstockhavingordinaryvotingpowertoelectamajorityoftheboardofdirectors of such corporation (irrespective of whether at the time capital stock of any other class or classes ofsuchcorporationshallormighthavevotingpowerupontheoccurrenceofanycontingency),(b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“SubstantialCompletion”meanstheoccurrenceof“SubstantialCompletion”withrespect to the Project, as such term (or equivalent term) is defined in the EPC Contract and delivery and acceptanceofthefullyexecuted“SubstantialCompletionCertificate”assuchterm(orequivalent term) is defined in the EPC Contract, indicating that all activities related to the construction, commissioning, start-up and testing (including the Performance Tests) of the Project have been successfully completed in accordance with the applicable requirements in the EPC Contract, except for “Punch List” items which the failure to complete would not prevent the Project from being operated safely and continuously at its full nameplate capacity in accordance with Applicable Law and Prudent Industry Practices.

“TargetSCPaymentDate”meansMarch16,2026.

“Tax” or “Taxes” means any United States federal, state or local, or non-United States, income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, withholding, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, net worth, intangibles, social security, unemployment, disability, payroll, license, employee or other tax or similar levy, of any kind whatsoever, including any interest, penalties or additions to tax in respect of the foregoing.

“Tax Credit Transfer Agreement” means any agreement pursuant to which the Company agrees to transfer ITCs to an unrelated person pursuant to Section 6418 of the Code in exchange for payment or payments of cash as the purchase price thereunder.

“TaxReturn”meansanyreturn,reportorsimilarstatementrequiredtobefiledwithrespect to any Taxes (including any attached schedules), including any IRS ScheduleK-1, information return, claim for refund, amended return or declaration of estimated Tax.

“TaxSavings”isdefinedinSection4.4(b).

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“Taxing Authority” means, with respect to a particular Tax, the agency or department of any Governmental Authority responsible for the administration and collection of such Tax.

“Third-Party Claim” means any claim, action, or proceeding made or brought by any Person other than the Company, its members or an Affiliate of the foregoing.

“TitlePolicy”meansanALTA2021formowner’stitleinsurancepolicy,intheamountof the fair market value of the Project as set forth in the Cost Seg/Appraisal Report, in substantially the form delivered pursuant to Section 2.5(u), or as otherwise in form and substance reasonably acceptable to the Company, together with the following endorsements: Special Patent Endorsement modified for renewable energy projects; ALTA 8.2-06 Commercial Environmental ProtectionLien;ALTA17-06Access;ALTA17.2-06UtilityAccess;ALTA18.2-06MultipleTax Parcel;ALTA26Subdivision;ALTA36-06EnergyProjectLeasehold;ALTA36.4-06Covenants, Conditions,andRestrictions;ALTA36.6-06EnergyProjectEncroachments;ALTA25.1-06Same asPortionofSurvey;ALTA3.2Zoning;ALTA19-06Contiguity–MultipleParcels;ALTA35.3-06 Minerals; Deletion of Arbitration; and Loss Endorsement (Maximum Actual Loss).

“TradeControlsLawsandRegulations”meansanyandalllawsandregulationsconcerning or relating to the import or export of goods, technology or services imposed, administered or enforced by the U.S. government (including the U.S. Department of Commerce, the U.S. Department of State and the U.S. Department of Homeland Security).

“Transaction” means the transactions contemplated and provided for in the Transaction Documents.

“TransactionDocuments”meansthisAgreement,theTaxCreditTransferAgreement,the Guaranty, the Forbearance Agreement and the Membership Interest Assignment Agreement.

“Transaction Expenses” means the reasonable, documented out-of-pocket expenses of SellerandtheCompanyandeachoftheirAffiliatesincurredinconnectionwiththenegotiation, execution and delivery of this Agreement and the other Transaction Documents and the performanceofthetransactionscontemplatedhereunderandthereunder,includingfeesofexternal counsel, the Consultants and any other third-party consultants.

“TransmissionConsultant”meansPowerGem.

“Transmission Report” means the final report prepared by the Transmission Consultant with respect to the Project as such report may be updated as contemplated herein.

“Update”isdefinedinSection7.13.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.

1.2    Construction.Unlessthecontextotherwiserequires,thesingularshallincludethe plural, the masculine shall include the feminine and neuter, and vice versa.The term “includes”

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or “including” shall mean “including without limitation”.The terms “hereof,” “herein” and “herewith”andwordsofsimilarimportshall,unlessotherwisestated,beconstruedtorefertothis Agreementasawhole(includingalloftheschedulesandexhibitsheretoandcertificatesdelivered hereunder)andnottoanyparticularprovisionofthisAgreement.Referencestoasection,article, exhibitorscheduleshallmeanasection,article,exhibitorscheduletothisAgreement,and,unless otherwise stated, reference to a given agreement or instrument (including terms defined therein) shall be a reference to that agreement or instrument as amended, restated, supplemented or otherwise modified, without limiting any restrictions on such amendments, modifications, supplementsorrestatementscontainedhereinorintheotherTransactionDocuments.Information contained in any schedule shall be deemed contained in each and every other schedule without requiringrepetitionthereoftotheextenttherelevanceofsuchinformationisreasonablyapparent fromthefacethereof.AnydatespecifiedforactionthatisnotaBusinessDayshallmeanthefirst BusinessDayaftersuchdate.AnyreferencetoaPersonshallbedeemedtoincludesuchPerson’s successorsandpermittedassigns.ReferencestomoneyrefertolegalcurrencyoftheUnitedStates ofAmerica.AnytermdefinedinthisAgreementbyreferencetoanotherdocument,instrumentor agreementshallcontinuetohavethemeaningascribedtheretowhetherornotsuchotherdocument, instrument or agreement remains in effect.

ARTICLE 2

PURCHASEOFPROJECT

2.1    PurchaseofProject.

(a)    Commitment Period.During the Commitment Period, Seller shall be obligated to sell to the Company, and the Company shall be obligated to purchase from Seller, one hundred percent(100%)oftheEquityInterestsintheProjectCompany(the“AcquiredInterests”),subject to and in accordance with the terms and conditions hereof.Following the Commitment Period, Company shall have no obligation to purchase, and Seller shall have no obligation to sell, the Project Company or any interests therein.

(b)    Determination of Project Purchase Price and Cash Purchase Price.The purchase pricetobepaidbytheCompanytoSellerfortheAcquired InterestsshallbetheProjectPurchase Price. The cash consideration payable by the Company to Seller for the Acquired Interests shall be equal to (i) the Project Purchase Price minus (ii) the amount of outstanding Project Company liabilitiesasofthePurchaseDate(includingoutstandingobligationsundertheConstructionLoan Agreement) minus (iii) Remaining Costs (Estimated) (such difference, the “Cash Purchase PricePayment”), which shall be payable in two (2) installments, by wire transfer of immediately available funds as set forth in Sections 2.1(c)(ii)and 2.1(d)(ii).

(c)    PurchaseofProjectCompany;PaymentofMCPayment.

(i)    Not later than five (5) Business Days prior to the date on which Seller reasonably expects all conditions precedent set forth in Section 2.3to be satisfied, Seller shalldelivertotheCompanyanoticeintheformofExhibitA(a“PurchaseDateNotice”).

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(ii)    Withinfive(5)Business Daysfollowingthe later of(i)Company’sreceipt ofthePurchaseDateNoticefromSellerand(ii)thesatisfactionoftheconditionsprecedent set forth in Section 2.3(other than the conditions which, by their nature, can be satisfied only on the Purchase Date, which conditions must be satisfied on the Purchase Date), the CompanyshallpaySeller(ortosuchPersonsasmaybedirectedbySellerandspecifiedin theflowoffundsmemorandumcontemplatedbySection2.3(ii)),inimmediatelyavailable funds to such account(s) as are specified in such flow of funds memorandum, an amount equal to the MC Payment, and Seller shall concurrently with such payment deliver to the Company a duly executed Membership Interest Assignment Agreement, which the Company shall countersign and provide such countersigned copy to Seller.

(d)    SubstantialCompletion;SCPaymentDate.

(i)    Not later than five (5) Business Days prior to the date on which Seller reasonably expects all conditions precedent set forth in Section 2.4to be satisfied, Seller shall deliver to the Company a notice in the form of Exhibit B(an “SC Payment DateNotice”),whichnoticeshallamongotherthingsspecifytheupdatedProjectPurchasePrice and the calculation of the SC Payment.

(ii)    Withinfive(5)Business Daysfollowingthe later of(i)Company’sreceipt of the SC Payment Date Notice from Seller and (ii) the satisfaction of the conditions precedent set forth in Section 2.4(otherthan the conditions which, by their nature, can be satisfied only on the SC Payment Date, which conditions must be satisfied on the SC Payment Date), the Company shall pay Seller (or to such Persons as may be directed by Seller and specified in the flow of funds memorandum contemplated by Section 2.4(dd)), in immediately available funds to such account(s) as are specified in such flow of funds memorandum, an amount equal to the SC Payment (the date of such payment, the “SCPayment Date”).

(e)    Risk of Loss.From and after the Purchase Date, all risk of loss or damage to the ProjectshallbebornebytheCompanyandtheProjectCompany;provided,thatthepassingofthe risk of loss shall not, in any respect, excuse Seller from completing Installation of the Project or performing any of its obligations under the Transaction Documents to which Seller is a party, including Section 2.2hereof; provided, further, if the Company terminates this Agreement pursuant to Section 4.1and cancels the purchase of the Project (if the SC Payment Date has not occurred at the time of termination), all risk of loss or damage to the Project shall pass back to Seller.

(f)    InformationtotheCompany.OnandafterthePurchaseDate,Sellerherebyagrees, at no cost to the Company, to deliver or cause to be Made Available to the Company such informationregardingtheProjectthatisinthepossessionorcontrolofSellerandthatisreasonably requested by the Company.

(g)    Insurance.Sellerwillprocureandmaintain,orcausetobeprocuredandmaintained, at all times prior to the SC Payment Date, at its sole cost and expense, insurance substantially of the types and in the amounts set forth in Exhibit D.

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2.2    Completion of Project.At Seller’s sole cost and expense, Seller shall complete the Installation of the Project as follows:

(a)    System Installation.Seller shall cause the Project Company to procure all Major Equipmentandothermaterialsandtakesuchotherstepsasarerequiredtoinstall,testandcomplete the Project and achieve all milestones under the EPC Contract and shall take all commercially reasonable actions to cause the Project to be Placed-in-Service, to achieve the “Commercial OperationDate”(asdefinedintheOfftakeAgreement)andthe“CommercialOperationDate”(as defined in the Interconnection Agreement), and to achieve Substantial Completion and Final Completion (the foregoing steps collectively being referred to herein as “Installation”), without further compensation or reimbursement from the Company. Major Equipment shall be procured solely pursuant to the EPC Contract and the Equipment Supply Contracts.Seller shall complete Installation of the Project in accordance with the EPC Contract, the Offtake Agreement, the Interconnection Agreement and all applicable manufacturer design specifications and warranties, Prudent Industry Practices and all Applicable Laws and Permits for the Project.Seller shall pay (orcausetobepaid)allamountsowedtoitscontractors,subcontractorsandvendorsinconnection with the Installation on a timely basis and shall indemnify and hold the Company and the Project Company harmless against any claims asserted by such parties. For the avoidance of doubt, the use of contractors or subcontractors by Seller shall in no way limit or relieve Seller of any of its duties, liabilities or obligations hereunder. Without limiting any obligations of Seller under this Agreement,beginningonthePurchaseDateuntilthedateonwhichFinalCompletionisachieved, theCompanyherebydesignates,makes,constitutesandappointsSeller(andallpersonsdesignated bySeller)as theProject Company’strueandlawfulattorneyand beneficiaryinfact,withascope ofauthoritylimitedtotherighttomanage,coordinate,andperformallresponsibilitiesof“Owner” or“ProjectCompany”,asapplicable,undertheConstructionContracts;provided,thatsuchrights shall be exercisable by Seller only in accordance with, and subject to the Construction Contracts and in accordancewith Prudent Industry Practices, but otherwisewithout noticeto theCompany. Sellershall deliver, orcauseto be delivered, to theCompany copies of all documents received in connection with Final Completion, including each milestone certificate received under the Construction Contracts.

(b)    Amendments; Change Orders.Without Company’s prior written consent, Seller shall not, and shall not permit the Project Company to, agree to any amendments or other modification of, or to any waiver of the Project Company’s rights or remedies under, any Major Project Contract, provided, however, no such consent shall be required to reflect changes in administrative procedures or internal policies if such changes do not materially and adversely affect the rights of the Project Company or the Company (e.g., updating notice address information).

(c)    Major Project Contracts.Seller shall be responsible for, and shall pay, all costsunderanyMajorProjectContract(includinganyContractthatceasestobeaMajorProject Contractduetothepartiestheretoperformingtheirmaterialnon-contingentobligationsthereunder) incurredpriortoorinconnectionwiththeachievementofFinalCompletionincludingany liquidated damages that may become due and payable under the Offtake

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Agreement as a result of any completion delays and shall pay the amount of any “punch list” items under the Construction Contracts.

2.3    ConditionsPrecedenttotheObligationstoPurchaseandMakeMCPayment. TheobligationoftheCompanytopurchasetheProjectCompanyandtopaytheMCPaymentshall be subject to the satisfaction of each of the conditions precedent set forth below:

(a)    (i) Mechanical Completion of the first circuit of Project and Mechanical Completion of the Project’s substation shall have been achieved; providedthat the MC Funding must occur prior to the date on which any portion of the Project has been placed in service for federalincometaxpurposes;(ii)SubstantialCompletionand“CommercialOperation”withinthe meaning of the Offtake Agreement and Interconnection Agreement shall be capable of being achieved by the Target SC Payment Date and (iii) the Company shall have received a certificate of the Independent Engineer, in the form attached hereto as Exhibit I-1;

(b)    With respect to each Inverter Block composing any part of such Project, none of clauses (b), (d) or (e) set forth in the definition of Placed-in-Service shall have been achieved or shall have occurred;

(c)    (i)NoMaterialAdverseEffectwithrespecttotheGuarantor,Seller,theCompany, theProjectCompany ortheProject shallhaveoccurred andis continuingand(ii)thereshallhave been no material adverse change in the ability to perform of a counterparty to a Major Project Contract;

(d)    Each of the representations and warranties of Seller set forth in this Agreement or anycertificatedeliveredinconnectionwiththisAgreementshallbetrueandcorrectinallmaterial respects as of the Purchase Date;

(e)    (i)Each Transaction Document (other than the Tax Credit Transfer Agreements) shall havebeen executed and delivered by all parties thereto, and shall be in full forceand effect, (ii)each of the Guarantor and Seller shall have performed its respective obligations under the TransactionDocumentstowhichsuchPersonispartytobeperformedpriortothePurchaseDate, and(iii)nosuchpartyshallbeindefaultof,andnoeventorcircumstanceshallhaveoccurredwith respecttoSelleroranyofitsAffiliatesthatwould,withthegivingofnoticeand/orthelapseof time, result in a default of, its respective obligations under any of the Transaction Documents to which such Person is a party;

(f)    (i)The Company shall have received true, correct and complete copies of each MajorProjectContract, (ii)eachMajorProjectContractshallbeinfullforceandeffectand,with respect to each Major Project Contract executed since the Execution Date and not previously approvedbytheCompany,shallbeinformandsubstancereasonablysatisfactorytotheCompany, (iii)theProjectCompanyshallhaveperformedinallmaterialrespectsitsobligationsundereach Major Project Contract to be performed prior to the Purchase Date and (iv) the Project Company shall not be in material default of any obligations under any such Major Project Contract and, no event or circumstance shall have occurred that would reasonably be expected to, with the giving

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

ofnoticeand/orthelapse oftime, result in amaterial default of, its obligations underany ofsuch Major Project Contracts;

(g)    Any Contract applicable to the construction, operation or maintenance of the ProjectthatwasnotinthenameoftheProjectCompanyshallhavebeenassignedandtransferred totheProjectCompanyinamannerreasonablysatisfactorytotheCompany(unlesssuchContract is contemplated to be in the name of an Affiliate of the Project Company pursuant to the Transaction Documents and except for any credit support delivered by Guarantor or an Affiliate of Guarantor);

(h)    The Construction Loan Agreement and related loan documents shall have been executed and delivered by all parties thereto, and shall be in full force and effect, and no breach, defaultoranyotherevent,conditionorcircumstancehasoccurredthereunderorinrelationthereto thatpermits(orwouldpermitwithnoticeorthepassageoftime)thefinancingprovidersthereunder to cancel or terminate the Construction Loan Agreement or to terminate their commitments thereunder, or otherwise to exercise remedies thereunder.The financing providers party to the Construction Loan Agreement (or their agent) shall haveexecuted and delivered theForbearance Agreement, and the Forbearance Agreement shall be in full force and effect;

(i)    The Project Company shall have obtained or received all Permits required to have been obtained by it as of the Purchase Date for the installation, testing, construction, operation, ownership and use of the Project and the transactions contemplated hereby, as identified inPart I of Schedule 3.1(k), in form and substance reasonably satisfactory to the Company, and such Permits are in full force and effect, except as noted in Part I of Schedule 2 any express appeals periods set forth in the statutes and regulations governing issuance of such Permits have expired, and true, correct and complete copies thereof shall have been Made Available to the Company;

(j)    [Reserved]

(k)    The Company shall have received a Cost Seg/Appraisal Report (and, unless such report is directly addressed to the Company, a reliance letter from the Appraiser), in form and substance reasonably satisfactory to the Company;

(l)    The Company shall have received a bring-down of the Independent Engineer Report (and, unless such report is directly addressed to the Company, a reliance letter from the IndependentEngineer),and,totheextentnotincludedorattachedtotheIndependentEngineer Report,ageotechnicalreportfortheProject,ineachcaseinformandsubstancereasonably satisfactory to the Company;

(m)    The Company shall have received a bring-down of the Market Report and the TransmissionReport(and,unlesseachsuchreportisdirectlyaddressedtotheCompany,areliance letterfrom the applicable Consultant), in each casein form and substance reasonably satisfactory to the Company; provided, however, that to the extent the Market Report and the Transmission Report were each respectively provided no more than ninety (90) days prior to the date of MC Paymentandnomaterialchangehasoccurredtothefactsandcircumstancesrelevanttosuchreport that reasonably requires updating such report, this Section 2.3(m)shall be considered satisfied;

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

(n)    The Company shall have received certificates of insurance or other evidence in form and substance reasonably acceptable to the Company demonstrating that the Project Company and the Project is covered by the insurance policies meeting the requirements of this Agreement and that such policies are in full force and effect;

(o)    TheCompanyshallhavereceivedabring-downoftheInsuranceConsultantReport (and,unlesssuchreportisdirectlyaddressedtotheCompany,arelianceletterfromtheInsurance Consultant,)informandsubstancereasonablysatisfactorytotheCompany;providedthatnosuch bring-down shall be required if less than ninety (90) days have elapsed since the date of the InsuranceConsultantReportprovidedasoftheExecutionDateor,ifapplicable,theMC Funding Date, and no material change has occurred to the facts and circumstances relevant to such report that reasonably requires updating such report;

(p)    (i) If the site visit, records review, lien search, environmental professional’s declaration and owner/operator interviews performed for the Environmental Report were conducted more than one hundred and eighty (180) days prior to the Purchase Date, then the CompanyshallhavereceivedabringdownofsuchEnvironmentalReport(and,unlesssuchreport isdirectlyaddressedtotheCompany,arelianceletterfromtheEnvironmentalConsultant)and(ii) if as of the Purchase Date one year or more has elapsed since the date of the site visit, records review, lien search, environmental professional’s declaration and owner/operator interviews performed for the Environmental Report, then the Company shall have received a new Phase I Environmental Site Assessment (and, unless such report is directly addressed to the Company, a reliance letter fromtheEnvironmentalConsultant),ineach case,compliant with,andnot expired under,theapplicableAmericanSocietyforTestingandMeasurements(ASTM)standard,inform and substance reasonably satisfactory to the Company;

(q)    The Company shall have received (i) an updated then-current ALTA Survey, includingtheasdesignedsiteplanasanoverlayoftheProjectshowingtheplannedlocationofthe improvements to be located on the Project Site based on as-built plans from the EPC Contractor in a form substantially similar to the ALTA Survey delivered on the Purchase Date (provided, however, an updated ALTA Survey will not be required on the MC Funding Date if the ALTA Survey provided on or before the Execution Date as required by Section 2.5(u)below is dated within60daysoftheMCFundingDate),and(ii)adatedownendorsementtotheTitlePolicy(or a date-down endorsement or similar endorsement or modification thereto), or an irrevocable commitment by the Title Company in the form of a closing instruction letter signed by the Title Company(informandsubstancereasonablysatisfactorytotheCompanyandtheInvestor),to issue the date down endorsement, which date down endorsement shall, among other things, (A) extendtheeffectivedateoftheTitlePolicytotheMCPaymentDate,(B)includeaNon-Imputation and Additional Insured endorsements in favor of the Company and the Investor and any other endorsementsfortheProjectSitereasonablyrequestedbytheCompanyandInvestor,eachacting reasonably and (C) a reference to the as-built ALTA Survey;

(r)    SellershallhaveMadeAvailabletotheCompanytheMCEstoppelCertificates,in the applicable forms attached hereto as Exhibit Jor otherwise in form and substance reasonably

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

acceptabletotheCompany,fromeachrelevantcounterparty,tobedatedwithinthirty(30)daysof the Purchase Date.

(s)    TheCompanyshallhavereceivedtrue,correctandcompletecopiesofconditional or unconditional lien waivers, each complying with statutory requirements applicable thereto, executedbythecounterpartiestoeachConstructionContractforamountspreviouslypaidand,for conditional lien waivers, amounts then due thereunder;

(t)    There shall be no judgments or lawsuits, pending or threatened in writing, against any of the Guarantor, the Project Company, Seller or the Major Project Counterparties, in each case that would impede the construction or operation of the Project in accordance with any of its Major Project Contracts or any of the Transaction Documents;

(u)    (i)Neither the Project Company nor, any Major Project Counterparty shall have materially breached the Major Project Contracts where such breach remains uncured; and (ii)all required financial security required to be provided under the Major Project Contracts as of the Purchase Date shall have been delivered in accordance with such Major Project Contracts;

(v)    ThePurchaseDateoftheProjectshallbenotlessthanninety(90)dayspriortothe Commitment Expiration Date;

(w)    TotheextentthattheupdatedCostSeg/AppraisalReportprovidedtotheCompany pursuant to Section 2.3(k)incorporates any updates to the construction budget for the Project delivered to the Company pursuant to Section 2.5(g),the Company shall have received copies of a budget for the completion of construction of the Project, and an updated construction schedule andplanthatdemonstratesthattheProjectiswithinthebudget(orotherwisehassourcesoffunding topayanyexcessamounts)andthateachInverterBlockthatcomposestheProjectwillbeplaced in service for U.S. federal income tax purposes no later than the Target Expiration Date;

(x)    All amounts required to be paid by the Project Company as of the Purchase Date under any Major Project Contract shall have been or will be paid as of the Purchase Date, and, if anysuchamountsaresubjecttoabonafidedispute,anamountnotlessthantheamountsindispute shall have been retained by the Company (or otherwise reserved by the Project Company) for payment of such disputed amounts in a cash reserve account;

(y)    NoChangeinTax LaworProposedChangein TaxLawshallhaveoccurredsince the Execution Date that has not been appropriately reflected in the Cost Seg/Appraisal Report to the reasonable satisfaction of the Company;

(z)    TheInvestorshallhavereceivedataxopinionfromMilbankLLPoranother nationally-recognized Tax counsel selected by the Investor;

(aa)    TheCompanyshallhavereceivedfromSelleranexecutedcopyof(i)theBeginning ofConstructionBring-DownCertificate,and(iv)theEnergyCommunityBring-DownCertificate;

(bb)    NoChangeinApplicable LawEventshallhaveoccurred;

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

(cc)    TheProjectCompanyandtheCompanyeachshallhavereceivedallmaterialthird-party consents and approvals, and shall have made all material filings with Governmental Authorities to develop, site, construct, operate and maintain the Project, in each case, required to be obtained or made as of the Purchase Date;

(dd)    No condemnation shall have occurred and be pending against the Project, and no Event of Loss shall have occurred and be continuing with respect to the Project;

(ee)    The Seller shall have delivered to the Company a properly executed IRS Form W-9;

(ff)    TheProjectCompanyandtheProjectshallbefreeandclearofallEncumbrances other than Permitted Liens, and the Company shall have received copies of recent Uniform Commercial Code, litigation, tax and bankruptcy search reports for the Seller, the Company, the Guarantor and the Project Company, and bankruptcy search reports for the Guarantor and such search reports shall be reasonably satisfactory to the Company;

(gg)    The purchase of the Project Company shall not cause the Company or any of its members (i) to become subject to, or not exempt from regulation as a “public utility” under the FPA(asthattermisdefinedinSection201(e)oftheFPA);exceptthattheProjectCompanymay besubjectto regulation asa“publicutility”(asthattermisdefinedin Section201(e)oftheFPA) with MBR Authority; (ii) to become subject to, or not exempt from regulatory provisions under PUHCAincludedwithintheexemptionsdescribedat18C.F.R.§366.3(a);(iii)tobecomesubject to rate regulation or financial or organizational regulation by the applicable State Regulatory Authorityunderapplicablestatelaw;or(iv)tobedeemeda“publicutility”underapplicablestate law;

(hh)    The Company shall have received a copy of the fully completed and executed Purchase Date Notice delivered in accordance with Section 2.1(c)(i);

(ii)    The Company shall have received a flow of funds memorandum in form and substancereasonablysatisfactorytoit,andtheSeller,oranAffiliatethereofontheirbehalf,shall havepaidorreimbursed,orwillpayorreimburseonthePurchaseDate,theTransactionExpenses (subject to any limitations in the Fee Letter) incurred on or before the Purchase Date;

(jj)    No claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, shall have beeninstitutedorthreatenedinwritingandremainpending,ineachcasethathasareasonable likelihoodofsuccess,thatseektoimpair,restrainorprohibittheconsummationofthetransactions contemplated by the Transaction Documents;

(kk)    The Company shall have entered into term sheets with respect to the ITCs associated with the Project that contemplate entering into the Tax Credit Transfer Agreements;

(ll)    The Company shall have received bring-downs to the legal opinions delivered pursuant to Section 2.5(h)previously delivered in connection with the Execution Date relating to

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

federal,stateandlocalpermittingmattersandfederalandstateenergyregulatorymatters,eachin form and substance reasonably satisfactory to the Company; and

(mm)    TheCompanyhasreceivedacertificateofadulyauthorizedrepresentativeofSeller datedasofthePurchaseDate,subjecttoanyknowledgeormaterialityqualifierscontainedtherein, certifying as to the satisfaction of the conditions precedent set forth in this Section 2.3.

2.4    ConditionsPrecedenttotheObligationstoMakeSCPayment.Theobligation oftheCompanytopaytheSCPaymentshallbesubjecttothesatisfactionofeachoftheconditions precedent set forth below:

(a)    (i) Each Inverter Block that composes such Project shall have been Placed-in-Service prior to January 1, 2026; (ii) Substantial Completion of the Project shall have been achieved; (iii) “Commercial Operation” under and as defined in the Offtake Agreements and InterconnectionAgreementshallhavebeenachieved;and(iv)theCompanyshallhavereceiveda certificate of the Independent Engineer, in the form attached hereto as Exhibit I-2;

(b)    (i)NoMaterialAdverseEffectwithrespecttotheGuarantor,Seller,theCompany, theProjectCompanyortheProjectshallhaveoccurredandiscontinuingand,(ii)thereshallhave been no material adverse change in the ability to perform of a counterparty to a Major Project Contract;

(c)    Each of the representations and warranties of Seller set forth in this Agreement or anycertificatedeliveredinconnectionwiththisAgreementshallbetrueandcorrectinallmaterial respects as of the SC Payment Date;

(d)    (i)EachTransactionDocumentshallremaininfullforceandeffect,(ii)eachofthe Guarantor and the Seller shall have performed its respective obligations under the Transaction DocumentstowhichsuchPersonispartytobeperformedpriortotheSCPaymentDate,and (iii) no such party shall be in default of, and, no event or circumstance shall have occurred with respect to Seller or any of its Affiliates that would, with the giving of notice and/or the lapse of time, result in a default of, its respective obligations under any of the Transaction Documents to which such Person is a party;

(e)    (i)The Company shall have received true, correct and complete copies of each MajorProjectContract, (ii)eachMajorProjectContractshallbeinfullforceandeffectand,with respect to each Major Project Contract executed since the Purchase Date and not previously approvedbytheCompany,shallbeinformandsubstancereasonablysatisfactorytotheCompany, (iii)the Project Company shall have performed in all material respects its obligations under each MajorProjectContracttobeperformedpriortotheSCPaymentDateand(iv)theProjectCompany shall not be in material default of any obligations under any such Major Project Contract and, no event or circumstance shall have occurred with respect to the Project Company that would reasonably be expected to, with the giving of notice and/or the lapse of time, result in a material default of, its obligations under any of such Major Project Contracts;

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

(f)    The Company shall have received reasonably satisfactory evidence that the obligations and liabilities (other than contingent liabilities for indemnification or reimbursement thatpursuanttothetermsoftheConstructionLoanAgreementexpresslysurvivesuchrepayment) oftheCompanyandtheProjectCompanyundertheConstructionLoanAgreementandallrelated loandocumentswillbepaidanddischarged(orreleased)infull,andtheliensandsecurityinterests encumberingtheProjectoranyassetsorpropertiesoftheProjectCompanyoranyequityinterests in the Project Company securing any obligations under the Construction Loan Agreement or the related loan documents will be released, on the SC Payment Date as evidenced by a payoff letter in the form attached hereto as Exhibit L;

(g)    The Project Company shall have obtained or received all Permits required to have been obtained or received by it as of the SC Payment Date for the construction, operation and ownership of the Project and the transactions contemplated hereby, as identified in Part I of Schedule3.1(k),informandsubstancereasonablysatisfactorytotheCompany,andsuchPermits areinfullforceandeffect,exceptasnotedinPartIofSchedule2anyexpressappealsperiodsset forth in the statutes and regulations governing issuance of such Permits have expired, and true, correct and complete copies thereof shall have been Made Available to the Company;

(h)    [Reserved];

(i)    The Company shall have received a bring-down Cost Seg/Appraisal Report (and, unless such report is directly addressed to the Company, a reliance letter from the Appraiser), in form and substance reasonably satisfactory to the Company;

(j)    The Company shall have received a bring-down of the Independent Engineer Report (and, unless such report is directly addressed to the Company, a reliance letter from the Independent Engineer), in form and substance reasonably satisfactory to the Company;

(k)    The Company shall have received a bring-down of the Market Report and the TransmissionReport(and,unlesseachsuchreportisdirectlyaddressedtotheCompany,areliance letterfrom the applicable Consultant),ineach caseinformand substance reasonablysatisfactory to the Company;

(l)    TheCompanyshallhavereceivedabring-downoftheInsuranceConsultantReport (and,unlesssuchreportisdirectlyaddressedtotheCompany,arelianceletterfromtheInsurance Consultant),informandsubstancereasonablysatisfactorytotheCompany;providedthatnosuch bring-down shall be required if less than ninety (90) days have elapsed since the date of the InsuranceConsultantReportprovidedasoftheExecutionDateor,ifapplicable,theMC Funding Date,andtheInsuranceConsultantprovidesawrittencertificationthatthefactsandcircumstances (includingunderlyingassumptions)ofsuchreporthavenotchangedinawaythatwouldmaterially alter the conclusions of such report;

(m)    The Company shall have received certificates of insurance or other evidence in form and substance reasonably acceptable to the Company, demonstrating that the Project Company and the Project is covered by the insurance policies meeting the requirements of this Agreement;

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

(n)    (i) If the site visit, records review, lien search, environmental professional’s declaration and owner/operator interviews performed for the Environmental Report were conducted more than one hundred eighty (180) days prior to the SC Payment Date, then the CompanyshallhavereceivedabringdownofsuchEnvironmentalReport(and,unlesssuchreport isdirectlyaddressedtotheCompany,arelianceletterfromtheEnvironmentalConsultant)and(ii) if as of the SC Payment Date one year or more has elapsed since the date of the site visit, records review, lien search, environmental professional’s declaration and owner/operator interviews performed for the Environmental Report, then the Company shall have received a new Phase I Environmental Site Assessment (and, unless such report is directly addressed to the Company, a reliance letter fromtheEnvironmentalConsultant),ineach case,compliant with,andnot expired under,theapplicableAmericanSocietyforTestingandMeasurements(ASTM)standard,inform and substance reasonably satisfactory to the Company;

(o)    The Company shall have received (i) a date down endorsement to the Title Policy (or a date-down endorsement or similar endorsement or modification thereto) or an irrevocable commitment by the Title Company in the form of a closing instruction letter signed by the Title Company (in form and substance reasonably satisfactory to the Company and the Investor), to issue the date down endorsement, which date down endorsement shall, among other things, (A) extend the effective date of the Title Policy to the SC Payment Date, (B) include a Form endorsementtotheTitlePolicyincreasingtheinsuredamountoftheTitlePolicyto$296,564,233, asmutuallyagreeduponbyCompanyandtheInvestorandanyotherendorsementsfortheProject Site reasonably requested by the Company and Investor, each acting reasonably, and (C) a reference to the as-built ALTA Survey; and (ii) an as-built ALTA Survey in a form substantially similar to the ALTA Survey delivered in accordance with Section 2.3(q) above, showing actual thelocations ofany as-built improvements located on theProject Siteand confirming that theas-builtlocationsofanyimprovementsinstalledontheProjectSiteasoftheSCPaymentDatearein substantially the same locations as shown on the ALTA Survey delivered in accordance with Section 2.3(q) above. Within ninety (90) days following the SC Funding Date, the Company and Investor shall have received a copy of a final post-construction as-built ALTA Survey for the ProjectSiteshowingtheactuallocationoftheimprovementsasconstructedontheProjectSite,in formandsubstancereasonablysatisfactorytotheCompany.Withinonehundredandeighty(180) daysfollowingtheSCFundingDate,theCompanyshallreceiveacopyofanadditionaldatedown Endorsement totheTitlePolicyremovingthegeneral/promulgatedmechanic’slienexceptionfrom the Title Policy;

(p)    Seller shall have Made Available to the Company the SC Estoppel Certificates, in the applicable forms attached hereto as Exhibit Ior otherwise in form and substance reasonably acceptabletotheCompany,fromeachrelevantcounterpartytobedatedwithinthirty(30)daysof the SC Payment Date.

(q)    TheCompanyshallhavereceivedtrue,correctandcompletecopiesofconditional orunconditionallienwaivers,eachcomplyingwithstatutoryrequirementsapplicablethereto, executedbythecounterpartiestoeachConstructionContractforamountspreviouslypaidand,for conditional lien waivers, amounts then due thereunder;

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

(r)    The Company shall have received bring-downs to the legal opinions delivered pursuant to Section 2.5(h) previously delivered in connection with the Execution Date relating to federal,stateandlocalpermittingmattersandfederalandstateenergyregulatorymatters,eachin form and substance reasonably satisfactory to the Company;

(s)    To the extent there are any (i) new facts or (ii) changes to the Applicable Law, in each case, following the MC Funding Date that could reasonably be expected to affect the conclusionsinthetaxopinionfromMilbankLLPdeliveredontheMCFundingDateorExecution Date, the Investor shall have received a tax opinion from Milbank LLP or another nationally-recognized Tax counsel selected by the Investor;

(t)    TheCompanyshallhavereceivedfromSelleranexecutedcopyof(i)theBeginning ofConstructionBring-DownCertificate,and(iv)theEnergyCommunityBring-DownCertificate;

(u)    There shall be no judgments or lawsuits, pending or threatened in writing, against any of the Guarantor, the Project Company, Seller or the Major Project Counterparties, in each casethatcouldimpedetheconstructionoperationoftheProjectinaccordancewithanyofitsMajor Project Contracts or any of the Transaction Documents;

(v)    Neither the Project Company nor, any Major Project Counterparty shall have materially breached the Major Project Contracts where such breach remains uncured; and all requiredfinancialsecurityrequiredtobeprovidedundertheMajorProjectContractsasoftheSC Payment Date shall have been delivered in accordance with such Major Project Contracts;

(w)    All amounts required to be paid by the Project Company as of such SC Payment Dateunderany MajorProject Contract shall havebeen orwill bepaid as oftheSCPayment; and if any such amounts are subject to a bona fide dispute, an amount not less than the amounts in disputeshallhavebeenretainedbytheCompany(orotherwisereservedbytheProjectCompany) for payment of such disputed amounts;

(x)    No Change in Tax Law or Proposed Change in Tax Law shall have occurred that hasnotbeenappropriatelyreflectedintheCostSeg/AppraisalReporttothereasonablesatisfaction of the Company;

(y)    NoChangeinApplicable LawEventshallhaveoccurred;

(z)    The Project Company and Seller shall have received all material third-party consentsandapprovals,andshallhavemadeallmaterialfilingswithGovernmentalAuthoritiesto develop, site, construct, operate and maintain the Project, in each case, required to beobtained or made as of the SC Payment Date;

(aa)    No condemnation shall have occurred and be pending against the Project, and no Event of Loss shall have occurred and be continuing with respect to the Project;

(bb)    The Project Company and the Project shall be free and clear of all Encumbrances other than Permitted Liens, and the Company each shall have received copies of recent Uniform

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

Commercial Code, litigation, tax and bankruptcy search reports for the Seller, the Company and the Project Company, and bankruptcy search reports for the Guarantor and such search reports shall be reasonably satisfactory to the Company;

(cc)    The Company shall have received a copy of the fully complete and executed SC Payment Date Notice delivered pursuant to Section 2.1(d)(i);

(dd)    The Company shall have received a flow of funds memorandum in form and substance reasonably satisfactory to it and the Seller, or an Affiliate thereof on their behalf, shall have paid or reimbursed, or will pay or reimburse on the SC Payment Date, the Transaction Expenses(subjecttoanylimitationsintheFeeLetter)incurredonorbeforetheSCPaymentDate by the Company;

(ee)    No claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, shall have been instituted or threatened in writing and remain pending, in each case that has a reasonable likelihoodofsuccess,thatseektoimpair,restrainorprohibittheconsummationofthetransactions contemplated by the Transaction Documents;

(ff)    Tax Credit Transfer Agreement(s) with respect to all ITCs associated with the Project and a parent guaranty from a parent of the Sponsor in favor of the purchaser under such Tax Credit Transfer Agreement(s), in each case, be in form and substance acceptable to the Company in its sole discretion (provided that the payment dates for the portion of proceeds representingtheClassATCTAProceedsAmountundereachTaxCreditTransferAgreementshall be no earlier than two (2) weeks following the SC Funding Date), shall have been executed and deliveredbyallpartiesthereto,andshallbeinfullforceandeffect,and,nobreach,defaultorany other event, condition or circumstance shall have occurred thereunder or in relation thereto that permits(orwouldpermitwithnoticeorthepassageoftime)thecounterpartytocancelorterminate such Tax Credit Transfer Agreement(s) or parent guaranty or to terminate the counterparty’s obligations thereunder;

(gg)    The Company shall have received a certificate of a duly authorized representative of Seller, subject to any knowledge or materiality qualifiers contained therein, dated as of the SC PaymentDatecertifyingastothesatisfactionofthe conditionsprecedentsetforthinthisSection 2.4; and

(hh)    TheCompanyshallhave receivedan ITC InsurancePolicyandan endorsementto addtheCompanyasanamedinsuredthereunderthatissatisfactorytotheCompany,eachofwhich shall be in full force and effect, with insurance companies rated “A” or better, with a minimum size rating “X” as determined by A.M. Best, “A” or better by Standard and Poor’s, an equivalent rating by another nationally recognized insurance rating agency of similar standing or other companies satisfactory to the Company.

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

2.5    Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to thesatisfaction orwaiverby theapplicableParty ofthefollowing conditions precedent on or prior to the Execution Date:

(a)    The Company shall have received duly executed and complete copies of each Transaction Document (other than the Membership Interest Assignment Agreement and the Tax CreditTransferAgreement(s)withrespecttotheITCsassociatedwiththeProject,andinsteadthe CompanyshallhavereceivedaworkingdrafttermsheetforthesaleofsuchITCs),andnobreach, defaultoranyotherevent,conditionorcircumstanceshallhaveoccurredthereunderorinrelation theretothatpermits(orwouldpermitwithnoticeorthepassageoftime)thecounterpartytocancel or terminate any such Transaction Document or to terminate the counterparty’s obligations thereunder;

(b)    Each of the representations and warranties of Seller and of the Company set forth in this Agreement or in any certificate delivered in connection with this Agreement shall be true and correct, in each case as of the Execution Date;

(c)    No claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, shall have been instituted or threatened in writing and remain pending, in each case that has a reasonable likelihoodofsuccess,thatseektoimpair,restrainorprohibittheconsummationofthetransactions contemplated by the Transaction Documents;

(d)    [Reserved];

(e)    TheCompanyhavereceived(i)anunauditedbalancesheetoftheProjectCompany in form and substance reasonably acceptable to the Company, (ii) audited consolidated financial statements oftheGuarantor, to theextent such statements arenot publicly available, forthe2024 fiscalyear(includingabalancesheet,statementofincome(orloss),andstatementofcashflows), and(iii)themostrecentunauditedquarterlyconsolidatedfinancialstatementsoftheGuarantor,to the extent such statements are not publicly available, for the fiscal quarter ended June 30, 2025, (including a balance sheet, statement of income (or loss), and statement of cash flows).

(f)    (i)The Company shall have received true, correct and complete copies of each MajorProject Contract, (ii)each MajorProject Contract shall bein full forceand effect and shall beinformandsubstancereasonablysatisfactorytotheCompany,(iii)theProjectCompanyshall have performed in all material respects its obligations under each Major Project Contract to be performedpriortotheExecutionDateand(iv)theProjectCompanyshallnotbeinmaterialdefault ofanyobligationsunderanysuchMajorProjectContractand,noeventorcircumstanceshallhave occurred that would reasonably beexpected to, with thegiving ofnoticeand/orthelapseoftime, result in a material default of, its obligations under any of such Major Project Contracts;

(g)    The Company shall have received (i) copies of a budget for the completion of constructionoftheProject,andaconstructionscheduleandplanthatdemonstratesthattheProject iswithinthebudgetandthateachInverterBlockthatcomposestheProjectwillbeplacedinservice

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

forU.S.federalincometaxpurposesnolaterthantheTargetSCPaymentDate(ii)evidence reasonably satisfactory to the Company that Seller has sufficient funds available to it to achieve Substantial Completion by its the Target SC Payment Date;

(h)    The Company shall have received the following legal opinions, each in form and substancesatisfactory to theCompany: (i) alegal opinion ofHolland & Knight LLP with respect to theenforceability of each ofthe Transaction Documents to which any SponsorParty is aparty and as to such other corporate matters as are customarily included in similar opinions, (ii) a legal opinionofRockCreekEnergyGroup,LLPwithrespecttofederalenergyregulatorymatters,and (iii) a legal opinion of Croke Fairchild Duarte & Beres LLC with respect to Illinois state energy regulatory and federal, state and local permitting matters;

(i)    The Investor shall have received a tax opinion from Milbank LLP or another nationally-recognized Tax counsel selected by the Investor;

(j)    TheCompanyshallhavereceivedacertificatefromanauthorizedsignatoryofeach SponsorParty,certifying,asoftheExecutionDate,tosuchSponsorParty’sincumbentauthorized signatories,limitedliabilitycompanyagreement (provided,however,thattheGuarantorshallnot provideacopyofitslimitedliabilitycompanyagreement),certificateofformation,goodstanding, and due authorization;

(k)    All material consents, approvals and filings required to consummate the Transaction Documents shall have been obtained;

(l)    The Company shall have received from each of the Sponsor Parties the documentation and other information reasonably requested by the Company in connection with applicable “know your customer” rules and other Anti-Terrorism and Money Laundering Laws andRegulations(including,ifrequestedbytheCompany,aBeneficialOwnershipCertificationin relation to such Sponsor Party);

(m)    The Seller, or an Affiliate thereof on the Seller’s behalf, shall have paid in full, or will pay in full no later than five (5) Business Days after the Execution Date, the Transaction Expenses incurred by the Company on or before the Execution Date;

(n)    The Company shall have received certificates of insurance or other evidence in formandsubstancereasonablyacceptabletotheCompany,demonstratingthattheProjectandthe ProjectCompanyiscoveredbytheinsurancepoliciesmeetingtherequirementsofthisAgreement and that such policies are in full force and effect;

(o)    TheCompanyshallhavereceivedfromSelleranexecutedcopyof(i)theBeginning of Construction Certificate,and (iv) the Energy Community Certificate;

(p)    The Company shall have received the Cost Seg/Appraisal Report (including the cost segregation analysis and, unless such report is directly addressed to the Company, a reliance letter from the Appraiser), in form and substance reasonably satisfactory to the Company;

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(q)    The Company shall have received the Independent Engineer Report (and, unless suchreportisdirectlyaddressedtotheCompany,arelianceletterfromtheIndependentEngineer), in form and substance satisfactory to the Company;

(r)    TheCompanyshallhavereceivedtheMarketReportandtheTransmissionReport (and, unless each such report is directly addressed to the Company, a reliance letter from the applicableConsultant),ineachcaseinformandsubstancereasonablysatisfactorytotheCompany;

(s)    The Company shall have received the Insurance Consultant Report (and, unless suchreportisdirectlyaddressedtotheCompany,arelianceletterfromtheInsuranceConsultant), in form and substance satisfactory to the Company;

(t)    The Company shall have received the Environmental Report with respect to the Project (and, unless such report is directly addressed to the Company, a reliance letter from the Environmental Consultant), in form and substance satisfactory to the Company; and

(u)    The Company shall have received (i) a then-current ALTA Survey updated to be certified to the Company, including an overlay of the as-designed Project showing the planned locationoftheimprovementstobelocatedontheProjectSiteand(ii)theTitlePolicyorabinding commitment from the title company to issue the Title Policy (or a date-down endorsement or similar endorsement or modification thereto), in each case, in form and substance acceptable to the Company.

2.6    SiteAccess.TheCompanyagreesthatSelleranditsauthorizedagents,employees andsubcontractorsshallhaveanon-exclusivelicensetoaccesstheProjectforthepurposeofSeller performingitsobligationsunderthisAgreement,andanyotherapplicableTransactionDocument. Seller hereby accepts such access license and further accepts the conditions at the Project Site as they exist and acknowledges that Company has no obligation to grant Seller additional access rights or to change the conditions at the Project Site.

ARTICLE 3

REPRESENTATIONSANDWARRANTIES

3.1    RepresentationsandWarrantiesofSeller.Sellerrepresentsandwarrantstothe Company as of the Execution Date, the Purchase Date, and the SC Payment Date, as follows, providedthat any representation and warranty set forth in this Section 3.1that is expressly stated to be made only as of a specified date shall be made solely as of such specified date:

(a)    OrganizationandGoodStanding.Seller,theProjectCompanyandGuarantoreach is a limited liability company, duly formed, validly existing and in good standing under the laws ofitsstateofformationororganizationandhasallrequisitepowerandauthoritytoown,leaseand operate its business as currently conducted, and is duly qualified, registered or authorized to do business and is in good standing (or its equivalent) under the laws of each jurisdiction that its business,ascurrentlybeingconducted,shallrequireittobesoqualified.TheProjectCompanyis dulyqualifiedtodobusinessandisingoodstanding(oritsequivalent)underthelawsofthestate in which its Project is located.

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(b)    AuthorizationandExecution.Seller,theProjectCompanyandGuarantoreachhas fullpowerandauthorityto(i)carryonitsbusinessasnowbeingconductedand,withoutregardto any change in law occurring after the date hereof, as proposed to be conducted by it under this Agreement and (ii) execute and deliver, and perform its obligations under, this Agreement, the otherTransactionDocumentsandtheMajorProjectContractstowhichitisapartyandto consummate the transactions contemplated hereby and thereby.The execution and delivery by Seller, the Project Company or Guarantor of this Agreement, the other Transaction Documents andtheMajorProjectContractstowhichitisapartyandtheconsummationbysuchPersonofthe transactions contemplated hereby and thereby have been duly and validly authorized by all necessary company action required on the part of such Person.This Agreement, the other TransactionDocumentsandtheMajorProjectContractstowhichSeller,theProjectCompanyor Guarantor is a party have been duly and validly executed and delivered by each such Person, as applicable.

(c)    No Violation.The execution and delivery by Seller, the Project Company or GuarantoroftheTransactionDocumentstowhichitisapartydonot,andtheperformancebyeach such Person of its respective obligations thereunder, does not, (i) violate any Applicable Law, or violate any judgments, settlements, orders, decrees, injunctions and writs of any Governmental AuthorityhavingjurisdictionoversuchPerson,(ii)conflictwithorcauseabreachorviolationof any provision in the organizational documents of such Person, as applicable, (iii) cause a breach or constitute a default of any material obligations under, cause the acceleration of, create in any counterparty the right to accelerate, terminate, modify in any material respect or cancel any contract, note, bond, mortgage, indenture, agreement, license, intellectual property licenses or rights, instrument, decree, judgment or other arrangement to which such Person is party or under which such Person is bound or to which any of its material assets are subject (or result in the imposition of an Encumbrance upon any such assets), and, in the case of the Project Company, any other contract or agreement to which the Project Company is a party or is otherwise subject, or(iv)requireanyconsent,approvalorauthorizationfrom,filingorregistrationwith,ornoticeto, any Governmental Authority orotherPerson, unless such requirement has already been satisfied.

(d)    No Consent.All consents, approvals and filings then required to be obtained or madebySeller,theProjectCompanyorGuarantortoexecute,deliverandperformtheTransaction Documentstowhichitisapartyhavebeenobtainedormadeandareinfullforceandeffect,except, in each instance.

(e)    LegalProceedings.Therearenopendingorthreatenedinwriting,claims,disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domesticorforeign, criminalorcivil, atlaworin equity,byoragainstorotherwiseaffectingany of the Project Company, Seller, Guarantor or the Project, in each case, which (A) questions the enforceability or validity of the Transaction Documents, (B) would reasonably be expected to impedetheabilityofsuchPersontoconsummatethetransactionscontemplatedbytheTransaction Documents or perform its obligations hereunder and thereunder, or (C) would reasonably be expected to impede (1) the acquisition by the Company of the Project Company or (2) the ownership and operation by the Project Company of the Project.

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(f)    Transaction Documents.Each of the Transaction Documents to which Seller, the ProjectCompanyorGuarantorisapartyconstitutesthelegal,validandbindingobligationofsuch Person,enforceableagainstsuchPersoninaccordancewithitsterms,exceptasenforcementmay be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether consideredinaproceedinginequityoratlaw).NoneoftheSponsorPartiesnor,totheKnowledge of Seller, any other party to a Transaction Document has breached any provision of, or defaulted under the terms of, any Transaction Document to which such Person is a party, which breach or default remains uncured and, to the Knowledge of Seller, no event or circumstance has occurred that would, with the giving of notice and/or the lapse of time, result in a breach or default of any material obligations of such party thereunder.

(g)    MajorProjectContracts.

(i)    Each of the Major Project Contracts set forth on Schedule 3.1(g)is in full force and effect, and is enforceable against the Project Company and the counterparty theretoinaccordancewithitsterms,exceptasenforceabilitymaybelimitedbyapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rightsgenerallyandbygeneralprinciplesof equity(regardlessofwhether consideredina proceedinginequityoratlaw).OtherthananycompletiondelaysunderanyMajorProject Contract (written notice of which delays has been provided to the Company) that do not permitterminationofsuchMajorProjectContractbythecounterpartythereto,neitherthe Project Company nor, to the Knowledge of Seller, any other party thereto has materially breached, or defaulted with respect to, any obligations in such Major Project Contract, which such material breach or default remains uncured, and, to the Knowledge of Seller, noeventorcircumstancehasoccurredthatwould,withthegivingofnoticeand/orthelapse of time, result in a material breach or default of any obligations of such party or an event of force majeure thereunder.

(ii)    There are no services, materials or rights required for the construction, operationormaintenanceoftheProjectinaccordancewiththeTransactionDocumentsand Major Project Contracts other than those (A) available or to be provided under the Major Project Contracts or (B) that can reasonably be expected to be commercially available on commercially reasonable terms at or before the time when such services, materials and rights are needed.

(iii)    Sellerhaspaid,orcausedtobepaid,allcostsandexpensesdueandpayable related to the Project (for purposes of clarity, subject to any applicable offsets, credits, or otheradjustmentsundertheMajorProjectContracts)asofsuchdate.TheProjectCompany is not liable for any Indebtedness, other than, solely prior to the SC Payment Date, ConstructionIndebtedness.AsoftheSCPaymentDate,allConstructionIndebtednesshas been repaid in full or converted to term debt prior to such SC Payment Date, or is being fully repaid or converted to term debt concurrently with such SC Payment Date, and in either case any Encumbrances, except for Permitted Liens, on any Assets of the Project Company or any Equity Interests in the Project Company have been or are concurrently

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being released in full.As of the Purchase Date, there are no credit support obligations, including letters of credit, cash collateral, guarantees or similar obligations, to which the Project Company orthe Project is subject, orwhich havebeen issued forits benefit, other than credit support obligations issued pursuant to a Major Project Contract or Permit, the true,correctandcompletecopiesofwhichcreditsupportinstrumentswereMadeAvailable to the Company prior to such date.

(iv)    Except for the Transaction Documents, the Major Project Contracts, there are no existing Contracts between (i) the Project Company on the one hand and (ii) any Affiliate of any Sponsor Party on the other hand.

(v)    OnorbeforetheExecutionDate,atrue,correctandcompletecopyofeach Major Project Contract has been provided to the Company.

(vi)    Seller is not a party to any Contracts related to the Project other than (A) the Transaction Documents being executed by the Seller contemporaneously with the Execution Date, (B) loan documents executed in connection with the Construction Loan Agreement, (C) prior to the Purchase Date, the limited liability company operating agreement of the Project Company, and (D) Contracts with third-party consultants in connection with certain reports and related items contemplated to be delivered under the TransactionDocuments.WithrespecttotheProject,Sellerhasnodebtsorotherliabilities (including contingent liabilities) other than those described in clauses (A) through (D) above.

(h)    Compliance with Applicable Laws.The Project Company and Seller each is in compliance in all material respects with all Applicable Laws (excluding Tax laws that are addressedseparatelyherein),and,fromthedateofformationoftheProjectCompany,itsbusiness has been conducted in compliance in all material respects with all Applicable Laws; provided, however, that, in each case, compliance with applicable Economic Sanctions Laws and Regulations,applicable TradeControlsLawsand Regulations,applicable Anti-Briberyand Anti-Corruption Laws and Regulations, and applicable Anti-Terrorism and Money Laundering Laws and Regulations shall be in all respects.None of the Sponsor Parties or any of their Subsidiaries or any of their respective directors, officers or, to Seller’s knowledge, employees, agents or Affiliates (A) are Sanctioned Persons or (B) in connection with the Project, are or have been, in thepastfive(5)years,thesubjectofanyinvestigation,claim,action,proceeding,litigationorother compliance issue with regard to any violation of applicable Economic Sanctions Laws and Regulations,applicable TradeControlsLawsand Regulations,applicable Anti-Briberyand Anti-CorruptionLawsandRegulationsorapplicableAnti-TerrorismandMoneyLaunderingLawsand Regulations.

(i)    [Reserved].

(j)    Information.The written information(otherthan projectionsand forward looking information)(i)furnishedbySelleroritsAffiliatestotheCompany,itsmembers,andeachoftheir respective consultants, advisors and attorneys in connection with the Project or the transactions contemplated by the Transaction Documents, including information Made Available in the Data

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Room, and (ii) furnished by Seller or its Affiliates to the Consultants in connection with the respective reports prepared by each such Consultant (all such information, the“Information”), is, in each case, true, complete and correct in all material respects and does not omit any material informationnecessarytomakesuchinformationnotadverselymisleadingwhentakenasawhole (includingallotherinformationwhichhaspreviouslybeenMadeAvailableorotherwiseprovided to the Company by or on behalf of a Sponsor Party or its Affiliates) in light of the circumstances underwhichitisprovidedandasofthedatewhenmadeorprovided;provided,that,no representationorwarrantyismadewithregardtoprojectionsorotherforward-lookingstatements provided by or on behalf of Seller.

(k)    Permits.All Permits required to be obtained by or on behalf of the Project Company under the Transaction Documents, the Major Project Contracts or Applicable Law, or otherwisetosite,install,construct,test,own,operateandusetheProject,togenerateandtosupply electricity and, to the extent applicable, capacity and ancillary services for sale under the Offtake AgreementsandotherwisearelistedinSchedule 1.AsofthePurchaseDateandSCPaymentDate, Part I of Schedule 3.1(k)lists all Permits required to have been obtained as of that stage of development of the Project, and, as of each such date, respectively, such Permits have been transferred to or are in the name of the Project Company, are in full force and effect, except as noted in Part I of Schedule 2 any express appeals periods set forth in the statutes and regulations governing issuance of such Permits have expired, and do not contain any conditions that would reasonably be expected to materially and adversely affect the ability of the Project Company to perform its obligations under any Major Project Contract.No Sponsor Party has received written notice from any Governmental Authority regarding any modification, injunction, revocation, withdrawal, suspension, cancellation or termination of or challenge to any such Permit, except where such modification, injunction, revocation, withdrawal, suspension, cancellation, termination, or challenge would not materially adversely affect the Project Company’s ability to perform its obligations and obtain its benefits under the Major Project Contracts or the Company’s ability to claimtaxcredits,depreciationdeductionsandothertaxbenefitsinconnectionwiththeProject.As of the Purchase Date and SC Payment Date,Part IIof Schedule 3.1(k)sets forth those Permits thatarenotyetrequiredinlightofthecurrentstageoftheprojectand,asofthePurchaseDateand SC Payment Date, no Sponsor Party has reason to believe that any Permit listed in Part IIof Schedule 1will not be timely obtained in the Ordinary Course of Business on commercially reasonable terms, prior to the time the same is required under Applicable Law.Each Permit requiredunderApplicableLaw fortheProject Companytoconduct itsbusinessasproposedtobe conducted under the Transaction Documents (i) has been obtained and is in full force and effect, except as noted in Part I of Schedule 2 any express appeals periods set forth in the statutes and regulationsgoverningissuanceofsuchPermithaveexpired,andatrue,correctandcompletecopy of such Permit has been provided to the Company or (ii) solely as of the Execution Date, has not yet been obtained because such Permit is not, as of the Execution Date, required under any Applicable Law to be obtained until a future date and, to the Knowledge of Seller, such Permit is reasonably likely to be obtained by the Company on commercially reasonable terms before the date that such Permit is required.Neither Seller nor the Project Company has received written notice from any Governmental Authority regarding any modification, injunction, revocation, withdrawal, suspension, cancellation or termination of or challenge to any such Permit.

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(l)    Warranties.All warranties from the manufacturers of any Major Equipment incorporated into or thatare part of the Project and all warranties from the EPC Contractor are in full force and effect in all material respects, and each such warranty is enforceable by the Project Company in accordance with its terms (except as to warranties with respect to manufacturers’ warrantieswrappedbytheEPCContractorundertheEPCContractwhichareenforceableagainst the EPC Contractor directly or, prior to the SC Funding Date, that have not yet been assigned by the EPC Contractor to the Project Company).

(m)    Title;EquityInterests;PersonalProperty.

(i)    Seller has good and valid title to all of its Assets and the Project Site, free and clear of all Encumbrances other than Permitted Liens.

(ii)    AsoftheExecutionDateandimmediatelypriortotheconsummationofthe sale of the Acquired Interests contemplated by this Agreement, Seller is the only member of the Project Company.

(iii)    As of the Purchase Date, immediately prior to giving effect to the transactions to occur on such Purchase Date, (1) Seller has good title to, and is the owner of, the Equity Interests in theProject Company, free and clear of all Encumbrances, other than Permitted Liens, and (2) the Project Company has good and indefeasible title to,and istheownerof,theProject,freeandclearofallEncumbrances,otherthanPermittedLiens. Upon execution of the Membership Interest Assignment Agreement, the legal and beneficial title to the Equity Interests of Project Company purchased pursuant to this Agreement passes from Seller to the Company.

(iv)    TheProject Company does not own, and has notowned, any capital stock, security, partnership interest or other equity interest of any kind in any corporation, partnership, limited liability company, joint venture, association or other entity.

(n)    Intellectual Property.Seller does not own any intellectual property. The Project Companyownsorhasavalidlicensetoallintellectualpropertythatisnecessarytoinstall,operate andmaintainitsProject,andtherearenopendingor,totheKnowledgeofSeller,threatened,claims, actions, judicial or other adversary proceedings, or disputes concerning any item of such intellectual property.Neither the Company nor the Project Company has received any written notice of infringement or misappropriation from any third party with respect to any intellectual property.

(o)    RealPropertyRights.TherealpropertydescribedintheRealPropertyDocuments isalltherealpropertythatisreasonablynecessaryfor,andtherealestateinterestsdescribedinthe Real Property Documents are all of the real estate interests necessary for the construction, installation,operationandmaintenanceoftheProjectas contemplatedintheALTASurvey,Title Policy, and/or date down endorsement to the Title Policy to be delivered to the Project Company pursuant to Section 2.4(o), forthefull economicuseful lifeoftheProject, as reflected in theCost Seg/Appraisal Report, and for the performance and enforcement of all of the Project Company’s rights,remediesandobligationsundertheMajorProjectContracts.NeitherSellernortheProject

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Companyhasbeeninformedinwritingbyanyownerorlessoroftherealpropertyassociatedwith suchRealPropertyDocumentsthattheProjectCompanyisinbreachofitsobligationsthereunder or that any such Real Property Documents have been challenged or terminated.The Project CompanyhasagoodandmarketableleaseholdandeasementinterestintheProjectSiteunderand pursuanttotheapplicableRealPropertyDocuments,freeandclearofallEncumbrancesotherthan Permitted Liens. No crossing arrangements or subordination agreements with any holder of any real property rights are necessary for the Project Company to construct, operate and maintain its ProjectforthefulleconomicusefullifeoftheProject,exceptashasalreadybeenobtainedandare in full force and effect.There is no mineral exploration or production from the surface estate constitutinganyportionoftheProjectSite,andtherearenoagriculturalleasesaffectingthesurface estateconstitutinganyportionoftheProjectSite.TheProjectCompanyhasnotassignedor granted a sublease or sub-easement under any Real Property Document or any of the Project Company’s interests therein except as may be described in the Title Policy. No portion of the ProjectSiteissubjecttoanyconservationreserveprogramorotheragriculturalpreserveprogram, exceptasmaybedescribedintheTitlePolicy.Thereisnozoninglaw,zoningregulationorzoning requirementwithwhichtheProjectisnotincompliancewithrespecttothelocation,development, construction, operation or maintenance of any the Project.As of the Execution Date, Project Company holds sufficient real property interests in the applicable Real Property that is or is intended to be part of or used in connection with the Project to enable the Project to (A) be developedin compliancewiththesiteplan, allApplicableLawsandtheapplicableMajorProject Contracts, (B) interconnect to the intended point of interconnection in accordance with the applicableInterconnectionAgreement,and(C)locate,construct,operateandmaintaintheProject on the Project Site for its intended purposes.The Project Site is not subject to any conservation resource program or other agricultural preserve program; provided that the Permits require resource specific avoidance, preservation, management and mitigation.

(p)    Environmental Matters.Except as set forth on Schedule 3.1(p), (i) Seller and the Project Company is and has been in compliance with all Environmental Laws with respect to the Project in all material respects, (ii) to the Knowledge of Seller, the Project is not located on any premiseswhereHazardousSubstancesarepresentorhavebeenReleasedinalocation,manneror condition that would reasonably be expected to require remedial or response action pursuant to anyEnvironmentalLaw,(iii)neitherSellernortheProjectCompanyhavereceivedwrittennotice from any Governmental Authority of an actual or potential violation of or liability under any EnvironmentalLawswithrespecttotheProject,(iv)thereisnopending,nortotheKnowledgeof Sellerthreatened,litigation,claim,action,suit,proceedingorgovernmentalinvestigation,ineach case, pursuant to, or alleging violation of or liability under, any Environmental Law with respect to the Project, and (v) the Seller has Made Available to the Company copies of any and all Environmental Reports, Phase I or Phase II Environmental Site Assessments, environmental compliance audits and reports concerning wetlands delineation, potential impacts to wildlife habitats, aviation, cultural or historic resources and traffic impacts, and any other material environmental document prepared by or on behalf Seller or its Affiliates, including the Project Company, in such Person’s possession or control, concerning the Project.

(q)    No Condemnation or Casualty.No condemnation is pending or threatened in writing with respect to the Project other than any such condemnation in respect of an immaterial

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portionoftheProjectSitethatisnotnecessaryfortheconstructionoroperationofsuchProject inaccordancewiththeMajorProjectContracts,andnounrepairedcasualtyexistswithrespectto the Project, or any portion thereof material to the ownership or operation of the Project.

(r)    Broker Fees.Seller has not retained any broker, agent or finder or incurred any liability or obligation for any brokerage fees, commissions or finder fees with respect to this Agreement or the Transaction and for which the Project Company has any liability.The Project Company does not have any liability or obligation for any fees or commissions to any broker, finder or agent with respect to the procurement and execution of this Agreement or any other Transaction Document or the transactions contemplated thereby.

(s)    EnergyRegulatoryMatters.AsoftheSCPaymentDate:

(i)    TheProjectCompanyhasfiledanoticeofself-certificationwithFERCfor statusasanEWGandupontheinitialgenerationofelectricenergy(includingtestenergy) bytheProject,theProjectCompanyisanEWGandhasMBRAuthoritythatisinfullforce and effect.

(ii)    The Project Company is not and will not become subject to regulation by FERC asa“holdingcompany”assuchtermisdefinedinSection1262(8)ofPUHCAand the regulations of FERC at 18 C.F.R. § 366.1.The Project Company is not subject to regulation by FERC under PUHCA except with respect to regulation relating to maintaining EWG status and any applicable regulation as a “subsidiary company” or an “affiliate”ofa“holdingcompany,”assuchtermsareusedwithinthemeaningofPUHCA. The Company is either not a “holding company” under PUHCA, or will be a “holding company” under PUHCA solely with respect to one or more EWGs that is exempt from FERC access to books and records, and the accounting, record-retention and reporting requirements of PUHCA to the extent set forth in 18 C.F.R. § 366.3(a). The Project Company,upontheinitialgenerationanddeliveryofelectricenergy(includingtestenergy) fromtheProject,willbesubjecttoregulationasa“publicutility”undertheFPAwithMBR Authority,andsuchMBRAuthorityisinfullforceandeffect.TheProjectCompanyisnot subject to rate regulation or financial or organizational regulation by the applicable State Regulatory Authority under applicable state law and is not a “public utility,” “electric utility” (or its equivalent) under such state law. The Project Company is not precluded by anyapplicablestatelawgoverningregulationbytheapplicableStateRegulatoryAuthority from entering into or incurring obligations under the Major Project Contracts or the Transaction Documents to which it is a party.Other than as set forth herein, no approval under the FPA or any state laws, rules, or regulations governing or regulating public utilitiesis required for the entry into or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.

(iii)    Solely as the result of the execution and delivery of the Transaction Documents, the consummation of the transactions contemplated by the Transaction Documents, or the performance of obligations under the Transaction Documents (other than with respect to the exercise of remedies), the acquisition of the Project Company, or thesupplyofelectricity,capacityorancillaryservicesfromtheProject,neithertheProject

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CompanynortheCompanyisorwillbe:(1)subjectto,ornotexemptfromregulationasa “publicutility”undertheFPA(asthattermisdefinedinSection201(e)oftheFPA);except thattheProjectCompanymaybesubjecttoregulationasa“publicutility”(asthattermis defined in Section 201(e) of the FPA) with MBR Authority, (2) subject to, or not exempt fromregulatoryprovisionsunderPUHCAincludedwithintheexemptionsdescribedat18 C.F.R.§366.3(a);or(3)subjecttorateregulationorfinancialororganizationalregulation by the public utility regulatory agencies of such state under applicable state law or be deemed a “public utility,” “electric utility” (or its equivalent) under such state law.

(t)    Employees.TheProjectCompanydoesnothave,andhasnotatanytimehad,any employees.The Project Company has not at any time maintained, sponsored, administered or participated in any employee benefit plan or arrangement or incurred any liability in connection any such plan or arrangement.

(u)    Taxes.ExceptassetforthonSchedule3.1(u):

(i)    All Tax Returns required to be filed by or onbehalf of Seller (with respect to the Project Company) or the Project Company prior to the Execution Date or the applicable Payment Date, as applicable, with any Taxing Authority have been duly and timely filed, and all such Tax Returns were true, correct and complete in all material respects.With respect to all amounts in respect of Taxes imposed on Seller (with respect to the Project Company)or the Project Company or any activity of Seller (with respect to the Project Company) or the Project Company, all such amounts required to be paid to Taxing Authorities on or before the Execution Date or the Purchase Date or the SC Payment Date, as applicable, havebeen paid in all material respects.As of theExecution Date, Seller has disclosed to the Company all material unpaid Taxes that were accrued prior to but are not required to be paid on or before the Execution Date, and, as of the Purchase Date, Seller has disclosed to the Company all material unpaid Taxes that were accrued prior to but are not required to be paid on or before the Purchase Date.Since formation, each of Seller and the Project Company has never, either separately or as a member of a combined or consolidated return, incurred either directly or indirectly any liabilityforincomeTaxes,excepttotheextentsuchincomeTaxeseither(i)havebeenpaid prior to the date as of which this representation is made, or (ii)are reflected in the Cost Seg/Appraisal Report.No claim has been made by a Taxing Authority in a jurisdiction where Seller or the Project Company does not file Tax Returns such that Seller or the Project Company is or may be subject to taxation by that jurisdiction.There are no liens for Taxes upon any of the Acquired Interests or the Assets of the Project Company other thanthoseimposedbyGovernmentalAuthoritiesforTaxesthatarenotyetdue.Thereare noaudits,claims,assessments,levies,administrativeproceedings,orlawsuitswithrespect toTaxesorTaxReturnspendingorthreatenedagainstSellerortheProjectCompanyoras to the respective Assets of Seller or the Project Company to which Seller or the Project Company could bemade subject.Thereareno agreements or consents currently in effect for the extension or waiver of the time (i)to file any Tax Return or (ii)for assessment or collection of any Taxes relating to Seller or the Project Company for any period prior to the Execution Date or the Payment Date as of which this representation is made, as

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applicable,andnoPersonhasbeenrequestedtoenterintoanysuchagreementorconsent. Neither Seller nor the Project Company is a party to any Tax sharing or allocation agreement, Tax indemnity agreement, or similar agreement or arrangement regarding Taxes.Neither Seller nor the Project Company has any liability for Taxes of any other Person as a transferee or successor, by contract or otherwise.No power of attorney has been granted with respect to the Taxes of Seller or the Project Company.None of Seller, the Project Company or any Affiliate thereof has applied to the IRS for a private letter rulingwithrespecttotheProject,theProjectCompanyorSeller,includinganyapplication for a private letter ruling that has been withdrawn.

(ii)    PriortothePurchaseDate,theProjectCompanyisdisregardedasanentity separate from Seller for U.S. federal income tax purposes.

(iii)    No tangible property of the Project Company is leased to a “tax-exempt person”orisotherwise“tax-exempt”usepropertyforfederalincometaxpurposes(except totheextenttheCompanyisaDisqualifiedEntity).Nomorethan ademinimisportionof theFairMarketValueoftheproperty,materialsandpartsthatcomprisetheProject,onthe date such property was placed in service for U.S. federal income tax purposes, consisted of property, materials and parts used by a Person other than the Company or the Project Company.None of the property comprising a part of the Project, is imported property of the kind described in Code Section168(g)(6).The Project is located in its entirety in the United States.No portion of the basis of any property comprising a part of the Project is “qualified rehabilitation expenditures” within the meaning of Code Section47(c)(2)(A). No Project Company Affiliate taxpayer has applied for a grant with respect to the Project from the U.S. Treasury Department under Section1603 of Division B of the American RecoveryandReinvestmentActof2009,asamended,andnosuchgranthasbeenreceived withrespecttotheProject.TheProjectCompanyisnota“relatedperson”toanytaxpayer treated as purchasing power from the Project, for purposes of Code Sections267 and 707 (otherthanas aresultof anydirectorindirectrelationshipbetweentheCompanyandany such taxpayer treated as purchasing power from the Project).

(iv)    AsofthePurchaseDate,(A)theProjecthasnotgeneratedanyelectricity, (B)withrespecttoeachInverterBlockcomposingtheProject,noneoftheclauses(b),(d) or(e)setforthinthedefinitionofPlaced-in-Serviceshallhavebeenachievedorshallhave occurred with respect to each Inverter Block composing the Project, (C) neither “Commercial Operation” (as defined in the applicable Offtake Agreements) nor “CommercialOperation”(asdefinedintheInterconnectionAgreement)hasoccurred,and (D) neither the Project nor any Inverter Block composing the Project has been placed in service for U.S. federal income tax purposes.

(v)    As of the SC Payment Date and prior to January 1, 2026, at least four ofclauses (a)through (e)set forth in the definition of Placed-in-Service has been satisfied or hasoccurredwithrespecttoeachInverterBlockcomposingtheProject,“Commercial Operation”(asdefinedintheapplicableOfftakeAgreements),and“CommercialOperation” (asdefinedintheInterconnectionAgreement)haveoccurred

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andeachInverterBlock composingtheProjecthasbeenplacedinserviceforU.S.federalincometaxpurposesprior to January 1, 2026.

(vi)    (A)AsofthePurchaseDateandSCPaymentDate,Sellerhasnot(1)taken apositiononanyfederal,stateorlocaltaxreturn,taxreportortaxfiling,ineachcase,filed withaGovernmentalAuthority,thatisinconsistentwiththeoriginaluseby theCompany, for U.S. federal income tax purposes, of the Project or any property that is part of the Projector(2)claimed withrespecttotheProjectoranypropertythatispart oftheProject on any federal, state, or local tax return, tax report or tax filing, in each case, filed with a Governmental Authority, renewable energy production tax credits pursuant to Section 45 of the Code; and (B) as of the Purchase Date, Seller has not claimed with respect to the Project or any property that is part of the Project on any federal, state, or local tax return, taxreportortaxfiling,ineachcase,filedwithaGovernmentalAuthority,anydepreciation or amortization deductions, ITCs or any other tax credits or deductions that are available with respect to the Project or any property that is part of the Project.

(vii)    As of the Purchase Date and SC Payment Date, the Project or any portion thereofisnot“tax-exemptbondfinancedproperty”withinthemeaningofSection168(g)(5) of the Code.

(viii)    As of the Purchase Date and SC Payment Date, none of the property comprising a part of the Project is imported property of the kind described in Section 168(g)(6) of the Code.

(ix)    TheProjectisnot,asofthePurchase Date, andthereafter willnotbe,used to generate energy for the purposes of heating a swimming pool.

(x)    OtherthanassetforthintheCostSeg/AppraisalReport,asofthePurchase Date, there areno sales, use, ad valorem orsimilartaxes duein respect of thepurchase of the Project and transfer of title thereto, or for which the Company may become liable as successor or derivatively as a result of the purchase of the Project.

(xi)    The Company will report in all federal, state and applicable local income taxreturnsthepurchaseandsaleoftheProjectpursuanttothisAgreementasthepurchase bytheCompanyofanewProjectthathasnotbeenplacedinserviceforU.S.federalincome tax purposes in exchange for the Project Purchase Price, and will not take a position inconsistent therewith, except as required by Applicable Law.

(xii)    As of the SC Payment Date, the Company’s tax basis in the Project is the amountprovidedintheapplicable,finalCostSeg/AppraisalReport,andtheportionofsuch taxbasisallocabletotheITCEligiblePropertyisnotlessthananamountequaltotheITC Eligible Basis set forth in the Cost Seg/Appraisal Report. As of the Purchase Date, the Company’s tax basis in the Project is at least $296,564,233.

(xiii)    Sellerisnota“foreignperson”withinthemeaningofSection1445(b)(2)of theCode.

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(xiv)    TheProjectiseligiblefortheITCandmeetstherequirementsofSection 48(a)(9)(B)oftheCode.

(xv)    As oftheSC Payment Date, thefairmarket value oftheProject is equal to at least the Project Purchase Price.

(xvi)    The Project “began construction” after December 31, 2018, and prior to January 29, 2023 within themeaning of and forpurposes of Section 48(a)(9)(B)(ii)ofthe Code and the IRS Notices.As of the Execution Date, the representations and warranties madebySellersetforthintheexecutedBeginningofConstructionCertificatearetrueand correct.As of the Purchase Date and the SC Payment Date, as applicable, the representations and warranties made by Seller set forth in the applicable Beginning of Construction Bring-Down Certificate are true and correct.

(xvii)    The Project is within, and will be placed in service within, an energy community as defined in Sections 45(b)(11)(B) and 48(a)(14)(A) of the Code. As of the ExecutionDate,therepresentationsandwarrantiesmadebytheSellersetforthinthe Energy Community Certificate are true and correct. As of the Purchase Date and the SC PaymentDate,therepresentationsandwarrantiesmadebytheSellersetforthintheEnergy Community Bring-Down Certificate are true and correct.

(xviii)    EachInverter Blockconstitutes a separateunit of energy propertyas set forth in Code Section 48(a)(8)(A) and Regulation Section 1.48-9(f)(2).

(v)    Insurance.Insurance complying with the requirements of Exhibit D of this Agreement is in full force and effect.

(w)    InvestmentCompanyAct.TheProjectCompanyisnotrequiredtoberegisteredas an“investmentcompany”withinthemeaningoftheInvestmentCompanyActof1940.Inmaking the preceding representation and warranty, the Project Company are not relying on exemptions under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.

(x)    NoBankruptcy.NeitherSellernortheProjectCompanyisBankrupt.

3.2    Representations and Warranties of Company.Company represents and warrants to Seller as follows as of the Execution Date:

(a)    Organization, Good Standing, Etc.The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as being conducted on the Execution Date.

(b)    Authority.The Company has the requisite power and authority to enter into this Agreement and the other Transaction Documents to which itis a party, toperform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby or thereby. This Agreement (assuming due authorization, execution and delivery by Seller) constitutes, and,

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uponexecutionanddeliverybytheCompanyoftheotherTransactionDocumentstowhichitisa party, such Transaction Documents shall constitute, the valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, subject to the effects ofbankruptcy,insolvency,reorganization,moratorium andsimilarlaws affectingenforcement of creditors’rightsandremediesgenerallyandtogeneralprinciplesofequity(regardlessofwhether considered in a proceeding in equity or at law).

(c)    NoViolation.Theexecutionanddeliveryby theCompanyofthisAgreementand theotherTransactionDocumentstowhichtheCompanyisapartydonot,andtheperformanceby the Company of its obligations hereunder and thereunder shall not, (i) constitute any material violation of any Applicable Laws, judgments, settlements, orders, decrees, injunctions and writs of any Governmental Authority having jurisdiction over Company, (ii)conflict with or cause a breachofanyprovisionintheorganizationaldocumentsoftheCompany,or(iii)causeamaterial breachorconstituteamaterialdefaultofanymaterialobligationsunder,causetheaccelerationof, create in any party the right to accelerate, terminate, modify or cancel any contract, license, instrument,decree,judgmentorotherarrangementtowhichCompanyisapartyorunderwhichit is bound or to which any of its material assets are subject (or result in the imposition of an Encumbrance upon any such assets).

(d)    LegalProceedings.Thereisnopendingorthreatenedinwriting,litigation,claim, action, suit, proceeding or governmental investigation against Company or which seeks the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement, other than any such instance that would not materially and adversely affect the ability of the Company to meet or perform its obligations under the Transaction Documents.

(e)    No Consent.All consents, approvals and filings then required to be obtained or madebytheCompanytoexecute,deliverandperformtheTransactionDocumentstowhichitisa party have been obtained or made and are in full force and effect.

3.3    NoOtherSellerRepresentations.Exceptwithrespecttotherepresentationsand warranties expressly set forth and made by Seller in Section 3.1, Seller makes no other representationorwarranty,eitherexpressorimplied,hereunder,underanyoftheotherTransaction Documentstowhich itisapartyorotherwisewithrespecttoitselforthe ProjectCompanyorthe Project.The Company specifically acknowledges that no representation or warranty has been made about the accuracy of the projections, estimates or budgets, future revenues, future results from operations, future cash flows, the future condition of the Project or any assets of Seller, the CompanyortheProject Company,orthefuturefinancialconditionofSeller,theCompany orthe Project Company.

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ARTICLE 4

TERMINATION;INDEMNIFICATION

4.1    Termination.Without limiting Seller’s or the Company’s ability to exercise any right or remedy to which it isentitled hereunder or under any of the Transaction Documents, this Agreement may be terminated:

(a)    automatically if a Bankruptcy is commenced that names Seller as the debtor thereunder and, if such Bankruptcy was involuntarily commenced, such Bankruptcy remains undismissed or unstayed for a period of sixty (60) calendar days;

(b)    by Seller if a Bankruptcy is commenced that names the Company as the debtor thereunder and, if such Bankruptcy was involuntarily commenced, such Bankruptcy remains undismissed or unstayed for a period of ninety (90) calendar days;

(c)    by the Company or Seller in the event (i) the other Party becomes a Sanctioned Person, (ii) the other Party, in connection with the Project, is or becomes the subject of any investigation, claim, action, proceeding, litigation or other compliance issue with regard to any violation of applicable Economic Sanctions Laws and Regulations, applicable Trade Controls Laws and Regulations, applicable Anti-Bribery and Anti-Corruption Laws and Regulations or applicableAnti-TerrorismandMoneyLaunderingLawsandRegulationsor(iii)theotherPartyis inbreachofarepresentation,warranty,covenantorobligationcontainedinthisAgreementinany materialrespect,andsuchbreachhasnotbeencuredwithintwenty(20)BusinessDaysfollowing the date such Party becomes aware of such breach; provided, however, that if such breach is not curable within such twenty (20)Business Day period and the breaching Party commences a cure withinsuchperiod,thenthenon-breachingPartyshallnothaveaterminationrightforsolongas the breaching Party (A)diligently pursues the cure, and (B)cures such breach within sixty (60) daysfromthetimewhen thenon-breachingPartybecameawareofsuchbreach(foravoidanceof doubt, breaches oftheforegoing clause (i)or(ii)shall not beconsidered capableofbeing cured); or

(d)    bythemutualwrittenconsentofSellerandtheCompany.

4.2    ProcedureandEffectof Termination.

(a)    ThePartydesiringtoterminatethisAgreementpursuanttoSection4.1(b),(c)or(d)shall give written notice of such termination to the other Party in accordance with Section7.3, specifying the provision pursuant to which such termination is effected and the effective date of such termination.

(b)    No termination shall relieve any Party of any liability or damages resulting from anybreachbythatPartyofthisAgreementoraffecttherightsoftheotherPartytoindemnification for such breach nor shall any such termination relieve any Party of any obligations that arose pursuant to this Agreement prior to such termination.

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4.3    IndemnificationbySeller.

(a)    Subject to Section 4.6, Seller shall indemnify and hold harmless, on an After-Tax Basis(ascalculatedinaccordancewithSection4.3(c)),theCompany,itsrespectivemembers,the Affiliates of each, and its and their respective officers, directors, employees and agents (the “Company Indemnified Parties”) from and against any Losses (including Third-Party Claims) to theextentrelatingtoorarisingoutoforinconnectionwith(i)thegrossnegligence,fraudorwillful misconductbyor of Seller inconnection withthisAgreementor Seller’sperformance hereunder, (ii) anybreach,inaccuracyorfailurebySellerofanyofitsrepresentations,warrantiesorcovenants contained in this Agreement or the other Transaction Documents (including any representations, warranties and covenants set forth in any certificate delivered hereunder or thereunder) or (iii) ProsperityBank’slienontheJakubecleasedtract(Tract6,Parcel3)fortheProject,includingany foreclosure of the Jakubec leased tract (Tract 6, Parcel 3); providedthat in no event will Seller be liableforanysuchLossestotheextentcausedbythegrossnegligence,fraudorwillfulmisconduct ofanyCompanyIndemnifiedParty(otherthananyCompanyIndemnifiedPartythatisanAffiliate of Seller), or the inaccuracy, breach or failure of the representations, warranties or covenants of theCompanyunderthisAgreementasdeterminedpursuanttoafinal,non-appealablejudgmentof a court of competent jurisdiction; provided, further, that the Parties acknowledge and agree that the provisions of Section 4.4below shall govern Seller’s rights and obligations in the event of a breachthatresultsinanITCLoss;provided,further,thatifSelleroranAffiliateofSellerdelivers asubordination,non-disturbance,andattornmentagreementfromProsperityBankor,ifapplicable, its successor, confirming that the Project Company’s possession of the property constituting or comprised of the Jakubec leased tract (Tract 6, Parcel 3) property will not be disturbed if such property is foreclosed upon by lender, then Section 4.3(a)(iii) of this Agreement shall be deemed deleted in its entirety and replaced with “[RESERVED]”;

(b)    FromandafterthePurchaseDateuntiltheFinalCompletion,Sellerwillindemnify andholdharmlesstheCompanyIndemnifiedPartiesfromanyEncumbrances(otherthan PermittedLiens)broughtorfiledinconnectionwiththedevelopmentorconstructionoftheProject. Sellerwill usecommerciallyreasonableeffortsto discharge anysuch Encumbrances withinthirty (30) days after becoming aware of such Encumbrances. Failure to so discharge shall entitle Company to pay such Encumbrances and seek reimbursement from Seller for such discharged Encumbrances, or to set off the amounts owed to Seller hereunder.

(c)    ForTaxreportingpurposes,anyamountspaidpursuanttoSections4.3or4.4shall be paid on an After-Tax Basis unless Seller provides an opinion of nationally recognized tax counselacceptabletotheCompanywithatleasta“should”levelofcomforttotheeffectthatsuch payment may be treated as a non-taxable return of capital or basis and otherwise reasonably acceptable to the Company; providedthat if such tax position is subsequently disallowed by the IRS, Seller shall promptly pay the After-Tax Basis gross-up amount to the Company.

(d)    All claims by a Company Indemnified Party for indemnification pursuant to this Agreementresultingfrombreachesofrepresentationsorwarrantiesshallbeforeverbarredunless the Seller is notified within eighteen (18) months after the date such representation or warranty

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was made; providedthat, notwithstanding the foregoing, (i) the representations and warranties in Sections 3.1(u)shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account any waivers or extensions thereof), (ii) the representations and warranties in Sections 3.1(k)and 3.1(p)shall survive four (4) years after the applicable representation or warranty was made and (iii) the representations and warranties in Sections 3.1(a)and 3.1(b), 3.1(c)(i), 3.1(c)(ii), 3.1(d), 3.1(f), 3.1(m)and 3.1(r)shall survive indefinitely until three (3) years after a Buyout Event (as defined in the LLC Agreement) has occurredwhich resultsin theInvestor(asdefined intheLLCAgreement)ceasingtobeaClassA Member (as defined in the LLC Agreement).

(e)    Except for any claim pursuant to Section 4.3(a)(iii), no claim for indemnification may be made with respect to any Losses of the Company Indemnified Parties (other than with respecttoThird-PartyClaims,fraud,grossnegligence,andwillfulmisconduct)untiltheaggregate amount of such Losses sought by (or previously sought by) the Company Indemnified Parties under this Agreement exceeds $3,000,000 in the aggregate; provided, that once such threshold amountofclaimshasbeenreached,thentheCompany IndemnifiedParties shallhavetherightto be indemnified with respect to all such claims in excess of such amount. Claims for indemnification under this Agreement and the other Transaction Documents shall not be duplicative of one another and shall not allow for duplicative recoveries.

4.4    ITCLoss.

(a)    If as a result of the breach, inaccuracy or failure of any representation or warranty by Seller set forth in this Agreement or the breach by Seller of any covenant herein, a Company Indemnified Party (x) shall lose the benefit of, shall lose the right to claim, shall suffer a disallowanceof,orshallsufferarecaptureof(ineachcase,astheresultofaFinalDetermination) alloranyportionoftheITCsassumedintheCostSeg/AppraisalReport,or(y)shallsufferaLoss inrespectoftheTaxCreditTransferAgreementasaresultofaclaimfordamagesbythepurchaser thereunder, or an obligation to refund or return to such purchaser any portion of the payments made by such purchaser to the Company thereunder (an “ITC Loss”), then Seller shall pay to the Company the amount determined pursuant to Section 4.4(b)hereof.

(b)    If an ITC Loss shall occur, then Seller shall pay to the Company (1) in thecase of clause(x)ofSection4.4(a),(i)theamount,ifany,oftheITClost,disallowedorrecapturedreduced by any Tax Savings (as defined herein below) arising as a result of the ITC Loss, (ii)the amount of any U.S. federal interest, penalties, fines or additions to Tax payable by each Company Indemnified Party as a result of such ITC Loss, and (iii)the net amount of any additional U.S. federal income Taxes payable by each Company Indemnified Party, if any, as the result of the inclusion of any payment made pursuant to this Section 4.4(b)in taxable income, and (2) in the caseof clause(y)ofSection 4.4(a), theamount of all damages, costs and expenses (including the costandexpenseofanyaction,suit,proceeding,assessment,judgment,settlementorcompromise relating thereto and reasonable attorneys’ fees of a single external counsel and reasonable and documentedout-of-pocketdisbursementsinconnectiontherewith)payablebytheCompanyunder orin respect oftheTax Credit Transfer Agreement arising out of or related to such ITC Loss. As usedherein,“TaxSavings”shallmeanthesumofthepresentvaluesasofthedateoftheindemnity

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paymentofthereductionsintheU.S.federalincomeTaxespayablebyeachCompanyIndemnified PartyasaresultoftheITCLoss(computedusingadiscountrateequaltosevenandahalfpercent (7.50%)).

(c)    Seller shall promptly pay any undisputed portion of an indemnification claim for an ITC Loss to the Company Indemnified Parties involved.Seller shall pay any portion of an indemnification claim for an ITC Loss that is under dispute promptly (and in any event not later than sixty (60) days) after the Final Determination of such ITC Loss by a court of competent jurisdiction.

(d)    If a Company Indemnified Party learns of an actual or potential indemnification claim for which such Company Indemnified Party may seek indemnification under Section 4.4, such Company Indemnified Party shall, reasonably promptly after becoming aware of such indemnification claim, notify Seller thereof, specifying the nature of and specific basis for such indemnificationclaimandtheactualor,ifreasonablypracticable,theestimatedamountthereofto the extent then feasible (which estimate shall not be conclusive of the final amount of such indemnification claim) (the “ITC Loss Claim Notice”); provided, however, that the failure to providesuchnoticepromptlyshallnotlimitorreducesuchCompanyIndemnifiedParty’srightto indemnificationunderSection4.4.Withinthirty(30)daysfollowingreceiptofanITCLossClaim Notice,SellershallnotifytherelevantCompanyIndemnifiedPartiesandtheCompanyinwriting if Seller disputes that all or a portion of such indemnification claim is subject to indemnification hereunder,specifyingtheamount,ifapplicable,sodisputed,andotherwiseSellershallbedeemed to have agreed that any undisputed portion of such indemnification claim is subject to indemnificationhereunder.IfSellerdoesnotdisputesuchindemnificationclaimwithinsuchthirty (30) days, it shall be deemed to have agreed that such indemnification claim is subject to indemnificationhereunder.Sellershallbeentitledtoparticipateinanysuchindemnificationclaim to which it agrees, or is deemed to have agreed, is subject to indemnification hereunder, and to assume the defense thereof with counsel reasonably satisfactory to such Company Indemnified Party. If Seller elects to assume the defense of such action, the Company Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof.IfSellerelectsnottoassume(orfailstoassume)thedefenseofsuchaction,oratanytime failstodiligentlypursuesuchdefense,theCompanyIndemnifiedPartyshallbeentitledtoassume thedefenseofsuchactionwithcounselofitsownchoice,andSellershallpayallreasonablecosts andexpensesthereforastheyareincurredpromptlyupondeliverytoitofinvoice(s)therefor.If suchindemnificationclaimisassertedagainstbothSellerandtheCompanyIndemnifiedPartyand (a) there is a conflict of interest which renders it inappropriate for the same counsel to represent both Seller and the Company Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, Seller shall be responsible for paying for separate counsel for the Company Indemnified Party; provided, however, that if there is more than one Company Indemnified Party and it is practical for all such Persons to be represented by common counsel, Seller shall not be responsible for paying for more than one law firm to represent the CompanyIndemnifiedParty,regardlessofthenumberofCompany IndemnifiedParties. IfSeller elects to assume the defense of such action, (i) no compromise or settlement thereof may be effected by Seller without the Company Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full

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by Sellerand thecompromiseorsettlement includes no admission ofliability and (ii)Sellershall havenoliabilitywithrespecttoanycompromiseorsettlementthereofeffectedwithoutconsentof Seller(whichshallnotbeunreasonablywithheld,conditionedordelayed)unlessSellerhasfailed to defend such Company Indemnified Party against such action.

4.5    Duty to Mitigate. Each Company Indemnified Party, on behalf of itself and its Affiliates, agrees to take all commercially reasonable steps identified by Seller to mitigate any Losses it may incur in connection with any claim for indemnification or otherwise under this Agreement,includingusingreasonableeffortstoavoid,reduce,orrecoversuchLosses,provided that all properly documented out-of-pocket costs and expenses incurred by such Company Indemnified Party directly related to such mitigation efforts will be the sole cost and expense of Seller.

4.6    LIMITATIONOFLIABILITY.

(a)    EXCEPT FOR (I) INDEMNIFIED THIRD-PARTY CLAIMS OR (II) LOSSES CAUSED BY THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT BY THE SELLER OR ITS AFFILIATES, ON THE ONE HAND, OR COMPANY, ON THE OTHER HAND, IN NO EVENT WILL SELLER, ON THE ONE HAND, OR COMPANY, ON THE OTHER HAND, BE LIABLE TO EACH OTHER, AS APPLICABLE, UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY,STATUTORY,ORPUNITIVEDAMAGESARISINGOUTOFORRELATED TO THIS AGREEMENT; PROVIDED, THAT TO THE EXTENT A BREACH RESULTS IN THE LOSS OF ITCS, THE VALUE OF SUCH LOST ITCS SHALL NOT CONSTITUTE CONSEQUENTIAL,SPECIAL,INCIDENTAL,EXEMPLARY,STATUTORY,ORPUNITIVE DAMAGES.

(b)    IN ADDITION, WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, UNDER NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF SELLER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS EXCEEDANAMOUNTEQUALTOONEHUNDREDANDFIFTEENPERCENT(115%)OF THESUMOFTHEAGGREGATEAMOUNTOFPROJECTPURCHASEPRICEACTUALLY PAID BY THE COMPANY HEREUNDER TO SELLER PLUS ALL REASONABLE COSTS INCURRED BY THE COMPANY IN CONNECTION WITH ENFORCEMENT OF ITS RIGHTS HEREUNDER; PROVIDED, THAT SUCH LIMITATION SHALL NOT APPLY TO REDUCE SELLER’S OBLIGATION TO INDEMNIFY THE COMPANY INDEMNIFIED PARTIES PURSUANT TO SECTION 4.3(I)WITH RESPECT TO INDEMNIFIED THIRD-PARTY CLAIMS (OTHER THAN ITC LOSSES) OR (II)FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF SELLER.

(c)    Any recovery for indemnification under this Agreement shall be determined without duplication of recovery for the same Losses under any other Transaction Document. Without limiting the generality of the prior sentence, if a statement of fact, condition or event constitutes a breach of more than one representation, warranty, covenant or agreement which is

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subjecttotheindemnificationobligationinSection4.3orSection4.4,onlyonerecoveryofLosses shall be allowed.

4.7    IndemnificationProceduresForThird-PartyClaims.

With respect to Third-Party Claims brought against the Company Indemnified Parties, Seller’s obligations pursuant to Section 4.3with respect to any such Third-Party Claim are contingent upon the applicable Company Indemnified Parties having notified Seller in writing of such claim and tendering the control of the defense and settlement of any such claim to Seller at Seller’s expense and with Seller’s choice of counsel. In connection with the foregoing, the indemnification obligation of Seller to the applicable Company Indemnified Parties shall be reduced to the extent the failure of an applicable Company Indemnified Party to provide such notice and tender of control actually materially prejudices the outcome of any such Third-Party Claim. The applicable Company Indemnified Parties shall cooperate with Seller, at Seller’s expense, in defending or settling a Third-Party Claim and any applicable Company Indemnified Party may join in defense with counsel of its choice at its own expense. Seller may not, without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the applicable Company Indemnified Party, settle, compromise or consent to the entry of any judgmentregardingaThird-PartyClaim,thedefenseofwhichhasbeenassumedbySeller,unless suchsettlement,compromiseorconsent(i)doesnotcontainanyadmissionorstatementsuggesting anywrongdoingorliabilityonbehalfofanyCompanyIndemnifiedPartyand(ii)doesnotcontain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of any Company Indemnified Party or any Affiliate of an applicable Company IndemnifiedParty.NoapplicableCompanyIndemnifiedPartyshallsettle,compromiseorconsent totheentryofanyjudgmentregardinganyThird-PartyClaimforwhichindemnificationissought and the defense of which has not been assumed by Seller, without the prior written consent of Seller.

4.8    IndemnificationProceduresForNon-Third-PartyClaims.

Except with respect to ITC Losses and any Third-Party Claim, if any Company IndemnifiedPartylearnsofanactualorpotentialindemnificationclaimforwhichsuchCompany IndemnifiedPartymayseekindemnificationunderSection4.3,suchCompanyIndemnifiedParty shall, reasonably promptly after becoming aware of such indemnification claim, notify Seller in writing of such claim, specifying the nature of and specific basis for such indemnification claim andtheactualor,ifreasonablypracticable,theestimatedamountthereoftotheextentthenfeasible (which estimate shall not be conclusive of the final amount of such indemnification claim) (the “ClaimNotice”);provided,thatthefailuretoprovidesuchClaimNoticepromptlyshallnotlimit or reduce such Company Indemnified Party’s right to indemnification under Section 4.3.Within thirty (30) days following receipt of a Claim Notice, Seller shall notify the relevant Company Indemnified Party and the Company in writing if Seller disputes that all or a portion of such indemnificationclaimissubjecttoindemnificationhereunder,specifyingtheamount,ifapplicable, so disputed, and otherwise Seller shall be deemed to have agreed that any undisputed portion of such indemnification claim is subject to indemnification hereunder.Any such indemnification claim that Seller has agreed, or has been deemed to have agreed, is subject to

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indemnification hereunder shall be paid on the immediately succeeding Business Day in immediately available funds.

ARTICLE 5

DISPUTERESOLUTION

5.1    Governing Law.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT TAKING INTO ACCOUNT ITS CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

5.2    SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE CITY AND COUNTY OF NEW YORK WITH RESPECTTOANYACTIONORPROCEEDINGARISINGOUTOFORRELATINGTOTHIS AGREEMENT.EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.EACH PARTY HEREBY AUTHORIZES AND ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS CONTEMPLATED BY THIS SECTION5.2BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,POSTAGEPREPAID,TOITSADDRESSFORTHEGIVINGOFNOTICESAS SET FORTH IN SECTION7.3.NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

ARTICLE6

GOODFAITHNEGOTIATIONS;FORCEMAJEURE

6.1    Good Faith Negotiations.In the event that any question, dispute, difference or claim arises out of or in connection with this Agreement, including any question regarding its existence,validity,performanceortermination(a“Dispute”),ofwhichSellerhasprovidednotice to the Company, or Company has provided notice to Seller, as applicable, senior management personnel from Seller and the Company shall negotiate in good faith to resolve the Dispute following one Party’s written request to the other Party; provided, however, either Party may, at any time and in its sole discretion, pursue any remedies available to it (or them as applicable) at law or in equity, subject to the provisions of this Agreement.

6.2    Force Majeure.If any Party is rendered wholly orpartially unable to perform its obligations under this Agreement because of a Force Majeure Event, then such Party will be excused from whatever performance is affected by a Force Majeure Event; provided, that:

(a)    such Party will, as soon as is reasonably possibleaftertheoccurrenceofthe Force Majeure Event, provide the other Party with written notice describing the particulars of the occurrence;

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(b)    thesuspensionofperformancewillbeofnogreaterscopeandofnolongerduration than is required by the Force Majeure Event; and

(c)    noobligationofsuchPartythatarosebeforetheoccurrencecausingthesuspension ofperformance and that could and should havebeen fully performed beforesuch occurrencewill be excused as a result of such occurrence.

Notwithstanding the foregoing, in no event shall the Commitment Expiration Date be subject to extensionforaForceMajeureEvent,andinnoeventshallanyfailureofanyconditionprecedent set forth herein to be satisfied shall be excused as a result of, or be subject to variance, deviation or extension for, a Force Majeure Event.

ARTICLE 7

GENERALPROVISIONS

7.1    Exhibits and Schedules.All Exhibits and Schedules attached hereto are incorporated herein by reference.

7.2    NoPartnership.ThePartiesacknowledgethatnothinginthisAgreement willbe interpreted or applied so as to make the relationship of any of the Parties that of partners or joint ventures, and the Parties expressly disclaim any intention to create a partnership, joint venture, association orothersimilarrelationship.Except as expressly set forth herein, no Party is granted anyrightonbehalfofanyotherPartytoassumeorcreateanyobligationorresponsibilitybinding suchotherParty.NoneofSeller’semployees,contractorsoranysuchcontractor’semployeeswill beorwillbeconsideredtobeemployeesoftheCompany.Sellerwillbefullyresponsibleforthe paymentof allwages, salaries,benefitsand other compensationtoitsemployeesand allamounts due and owing to its contractors.

7.3    Notices.All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by a nationally recognized overnight courier, by facsimile, or by electronic mail transmission or mailed by registered or certified mail (return

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receiptrequested)tothe Partiesatthefollowingaddresses(or atsuchother addressfor aPartyas shall be specified by like notice):

All notices and other communications given in accordance herewith shall bedeemed given (i)on thedateofdelivery,ifhanddeliveredorifsentviaanationallyrecognizedovernightcourier, (ii)onthedateofreceipt,iffaxedorsentbyelectronicmail,orifsuchdateisnotaBusinessDay, thenextBusinessDayfollowingthedateofreceipt,providedsendercananddoesprovideevidence ofsuccessfultransmission,or(iii)onthefifthBusinessDayafterthedateofmailing,ifmailedby

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registered or certified mail, return receipt requested; providedthat a notice given in accordance withthisSection7.3but receivedon anydayotherthan aBusinessDay,orafter5:00pmEastern timeonaBusinessDay,intheplaceofreceiptshallbedeemedgivenonthenextBusinessDayin that place.

7.4    Amendment, Modification and Waiver.This Agreement may not be amended or modified except by an instrument in writing signed by each of the Parties.Any failure of a Party to comply with any obligation, covenant, agreement, or condition contained herein may be waived only if set forth in an instrument in writing signed by the Party to be bound thereby, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

7.5    RightsandRemedies.EachParty’srightsandremediesunderthisAgreementare intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned, whether exercised by such Party or not, is intended to be an exclusion or a waiver of any of the others.

7.6    Severability.IfanytermorotherprovisionofthisAgreementisinvalid,illegalor incapable of being enforced by any rule of Applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economicorlegalsubstanceofthetransactionscontemplatedhereinarenotaffectedinanymanner materially adverse to any Party.

7.7    Entire Agreement.This Agreement constitutes the entire agreement among the Partiesandsupersedes allprioragreements,lettersofintentandunderstandings,bothwrittenand oral, among the Parties with respect to the subject matter hereof.

7.8    Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

7.9    PartiesinInterest;Survival.

(a)    ThisAgreementshallbebindinguponand,exceptasprovidedbelow,inuresolely to the benefit of each Party and their respective legal representatives successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, that notwithstanding the foregoing, the Parties agree that the Company Indemnified Parties shall be intended third-party beneficiaries to the extent set forth in Article 4of this Agreement.

(b)    TheobligationsofthePartiesinArticle4,Article5,Sections6.1,7.2,7.3, 7.4,7.5, 7.6,7.7,thisSection7.9,andSections7.10and7.12willsurvivetheterminationofthisAgreement.

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7.10    Assignment.This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Seller shall not assign this Agreement without the prior written consent of the Company and the CompanyshallnotassignthisAgreementwithoutthepriorwrittenconsentofSeller;providedthat SellerandtheCompanymayassignthisAgreementandanyoftheirrespectiverightsorobligations hereundertoanyoftheirrespectivelendersascollateralsecurity(andSellerandtheCompany,as applicable, each hereby agree to execute a reasonable third-party consent with such lender in connection therewith).Any attempted assignment of this Agreement other than in strict accordance with this Section 7.10shall be null and void and of no force or effect.

7.11    PublicAnnouncements.Exceptforstatementsordisclosuresrequiredtobemade undertheSecurities Act of1933 ortheSecurities Exchange Act of1934 or as otherwise required by Applicable Law, no Party shall issue, or permit any of their respective Affiliates to issue, any press release or otherwise make any public statements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party.

7.12    Confidential Information.Seller shall not, without the prior written consent of theCompany,andtheCompanyshallnot,withoutthepriorwrittenconsentofSeller,ineachcase, disclose any of the terms and conditions of this Agreement, the other Transaction Documents or otherinformationinrespectofthetransactionsdescribedintheTransactionDocuments,including informationdeliveredpursuanttothetermshereof(“Confidential Information”),otherthan(a)to any ofits Affiliates, any oftheofficers, directors oremployees ofit orits Affiliates (collectively, “Representatives”), or any advisors, counsel and public accountants of its or its Affiliates (collectively, “Advisors”) in connection with its administration of its interest in the transactions contemplated hereby or (b)to the Consultants; providedthat (i)any such Party and its Affiliates, Representatives and Advisors may use and disclose Confidential Information that (A)has been publicly disclosed or is publicly known (other than by such Party or any of its Affiliates, Representatives or Advisors in breach of this Section 7.12), (B)has rightfully come into the possession of such Party or any of its Affiliates, Representatives or Advisors other than from anotherPartyheretooraPersonactingonsuchotherParty’sbehalf,or(C)hasbeenindependently developed by such Party or any of its Affiliates, Representatives or Advisors without use of information obtained under this Agreement, (ii)to the extent that such disclosure is (A)required by Applicable Law, a subpoena or any other applicable legal process or (B)by request of or pursuanttoany GovernmentalAuthorityhavingjurisdictionoversuchParty,anystock exchange on which such Party’s or its Affiliates’ securities are traded or any self-regulatory body having jurisdictionoversuchParty(including,totheextentapplicable,theFinancialIndustryRegulatory Authority, Inc.), such Party and its Representatives, Advisors and Affiliates may disclose Confidential Information as so required or requested; providedthat in such case such Party shall, unlessotherwiseprohibitedbyApplicableLaw,(1)givepromptnotice,ifpermittedbylaw,tothe other Parties that such disclosure is or may be required and (2)cooperate in protecting the confidential or proprietary nature of the Confidential Information which must be, or is hereby permitted to be, disclosed; provided, furtherthat no such notification shall be required in respect ofanydisclosuretobank,energyregulatory,insuranceorfinancialindustryregulatoryauthorities having jurisdiction over such Party, (iii)any such Party and its Affiliates, Representatives and Advisors may disclose Confidential Information to lenders, potential lenders or other Persons

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providingfinancingtothePartyoranyAffiliateofthePartyortoitsRepresentativesandAdvisors, or to actual purchasers or potential purchasers of tax credits or equity interests in any Party, investors or potential investors in any indirect owners of equity interests in the Company, or any Person to which such amember in the Company sells or offers to sell its investment in Company or any portion thereof, if, in each case described in this clause (b), such Persons have agreed to abide by the terms of this Section 7.12or have otherwise entered into a contract with restrictions on disclosure substantially the same (and not less than one year in duration) as the terms of this Section 7.12(or in the caseof Advisors, areotherwisebound by professional orlegal obligations of confidentiality), (iv)any such Party and its Affiliates, Representatives and Advisors may discloseConfidentialInformation,andmakesuchfilings,asmayberequiredbyorrecommended pursuant to this Agreement, (v)any such Party which is an insurance company or an Affiliate thereofmaydisclosesuchinformationtotheFinancialIndustryRegulatoryAuthority,Inc.and any rating agency requiring access to its portfolio if such Party is an insurance company or an Affiliatethereof and (vi)any such Party may discloseConfidential Information to the IRS or any state taxing authority in connection with any communication regarding the tax consequences of thetransactionscontemplatedbythisAgreement.Thisobligationshallcontinuetoremaininfull force and effect during the term of this Agreement and for two (2) years after the earlier of any termination of this Agreement and the Commitment Expiration Date.

7.13    Disclosure.AtanytimefromtheExecutionDatethroughandincludingtheearlier of the (a) SC Payment Date, and (b) termination of this Agreement, the Seller has a continuing rightandobligationtosupplementandamendtheDisclosureSchedules(each,an“Update”)(i)if after the Execution Date any information arises or is discovered which, if existing or known on thedateoftheExecutionDate,wouldhavebeenrequiredtohavebeensetforthontheDisclosure Schedules, and (ii) if necessary or appropriate to correct any inaccuracy in a representation or warrantymadebySellerasoftheExecutionDate,whetherornotsuchrepresentationandwarranty as set forth herein is qualified by reference to a Disclosure Schedule. Notification of any informationdisclosedinanyUpdatepursuanttothisSection7.13shallnotbedeemedtocureany breach of any representation or warranty resulting from such information.Any proposed amendments, modifications or supplements to the Disclosure Schedules shall be subject to the priorwritten acknowledgment and agreement oftheCompany acting in its reasonable discretion; provided, that if (A) any information disclosed in such Update is approved by the Company in writing or (B) the Company consummates the SC Payment hereunder after receipt of an Update that is delivered at least five (5) Business Days prior to the SC Payment Date, the Disclosure Schedules in this Agreement shall bedeemed to incorporate all applicable Updates, including for purposes of satisfying the conditions precedent set forth in this Agreement.

(SIGNATUREPAGESFOLLOW)

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

INWITNESSWHEREOF,eachPartyhascausedthisAgreementtobesignedonitsbehalf as of the date first written above.

SIGNATURE PAGE TO PURCHASE AGREEMENT (PRAIRIE BX LLC)

SIGNATURE PAGE TO PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 1

KnowledgeIndividuals

[Omitted.]

Schedule 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 3.1(g)

MajorProjectContracts

[Omitted.]

Schedule 3.1 (g)

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 3.1(k)

Permits

[Omitted.]

Schedule 3.1(k)

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 3.1(p)

EnvironmentalMatters

[Omitted.]

Schedule 3.1(p)

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 3.1(u)

Taxes

[Omitted.]

Schedule 3.1(u)

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit A

[Omitted.]

Exhibit A - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit B

FormofSCPaymentDateNotice

[Omitted.]

Exhibit B - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit C

Form of Membership Interest Assignment Agreement

[Omitted.]

Exhibit C - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit D

InsuranceRequirements

[Omitted.]

Exhibit D - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit E

[Reserved]

Exhibit E - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit F-1

Form of Beginning of Construction Certificate

Exhibit F-1 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit F-2

Form of Beginning of Construction Bring-Down Certificate

Exhibit F-2 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit G-1

[Reserved]

Exhibit G-1 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit G-2

[Reserved]

Exhibit G-2 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

EXHIBIT H-1

Form of Energy Community Certificate

Exhibit H-1 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit H-2

Form of Energy Community Bring-Down Certificate

Exhibit H-2 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit I-1

Form of Independent Engineer’s MC Payment Date Certificate

Exhibit I-1 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit I-2

Form of Independent Engineer’s SC Payment Date Certificate

Exhibit I-2 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit J

Forms of Estoppel Certificates

Exhibit J - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit K-1

[Reserved]

Exhibit K - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit K-2

[Reserved]

Exhibit K-2 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Exhibit L

Form of Payoff Letter

Exhibit K-2 - 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

EXHIBIT B

LLCA

PRAIRIE BX LLC

A DELAWARE LIMITED LIABILITY COMPANY

AMENDEDANDRESTATEDLIMITEDLIABILITYCOMPANY

AGREEMENTDATED AS OF November3, 2025

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATEORJURISDICTION.SUCHINTERESTSMAYNOTBESOLDOROTHERWISE TRANSFERRED UNLESS SUBSEQUENTLY SO REGISTERED OR QUALIFIED OR UNLESS SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

TABLE OF CONTENTS

i

LLC AGREEMENT (PRAIRIE BX LLC)

ii

LLC AGREEMENT (PRAIRIE BX LLC)

iii

LLC AGREEMENT (PRAIRIE BX LLC)

iv

LLC AGREEMENT (PRAIRIE BX LLC)

ANNEXES, EXHIBITS AND SCHEDULES

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LLC AGREEMENT (PRAIRIE BX LLC)

PRAIRIE BX LLC

AMENDEDANDRESTATED

LIMITEDLIABILITYCOMPANYAGREEMENT

ThisAMENDEDANDRESTATEDLIMITEDLIABILITYCOMPANY AGREEMENT OF PRAIRIE BX LLC (this “Agreement”), dated as of November 3, 2025 (the “Execution Date”), is made and entered into by and between LONGPOINT PRAIRIE CLASS A, LLC, a Delaware limited liability company (“Investor”), as the initial Class A Member (as hereinafter defined), and PRAIRIE CLASS B LLC, a Delaware limited liability company (the “Sponsor Member”), as the initial Class B Member (as hereinafter defined).

RECITALS

A.    PRAIRIE BX LLC, a Delaware limited liability company (the “Company”), was formed by virtue of the Delaware Certificate.

B.    The Company has been formed to acquire Prairie Solar 1, LLC (the “ProjectCompany”),aDelawarelimitedliabilitycompanythatwilldevelop,construct,ownandoperatea 183 MWDC solar energy generating facility in Champaign County, Illinois (the “Project”).

C.    TheSponsorMember,astheformersolememberoftheCompany,enteredintothat certainLimitedLiabilityCompanyAgreementoftheCompany,dated asofOctober1,2025,(the “PriorLLCAgreement”),andatalltimespriortotheExecutionDate,theSponsorMemberowned one hundred percent (100%) of the Membership Interests of the Company.

D.    Each of Investor and the Sponsor Member desires for Investor to be admitted as a Member in the Company and designated as the initial Class A Member and for the Sponsor Member to be designated as the initial Class B Member, as set forth herein.

E.    In connection with the foregoing, the parties hereto desire to enter into this Agreement to reflect the issuance of the Class A Interest to Investor and the conversion of the existinginterestsintheCompanyoftheSponsorMemberintotheClassBInterest,andtofurther set forth the respective rights and obligations of the Members with respect to the Company.

NOW,THEREFORE,inconsiderationofthepremisesandthemutualundertakings contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1    CertainDefinitions.

The following initially capitalized terms, as and when used in this Agreement, shall have meanings set forth below:

“AAA”hasthemeaningsetforthin Section10.3(b).

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LLC AGREEMENT (PRAIRIE BX LLC)

“Act”meanstheDelawareLimitedLiabilityCompanyAct,6Del.Code§§18-101etseq., as amended from time to time, and any successor statutes.

“AdjustedCapitalAccount”means,withrespecttoanyMember,thebalanceintheCapital Accountestablishedand maintainedforsuchMemberasoftheendofthe relevantTaxableYear, increased by the amount that such Member is deemed obligated to restore pursuant to the penultimate sentence in Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5).

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year or portion thereof, after:

(a)    crediting to such Capital Account any amounts (including unpaid Capital Contributions)thatsuch Memberisobligatedto contributetotheCompanyortorestorepursuant to Section 12.3of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulation § 1.704-2(g)(1) and (i)(5); and

(b)    debiting from such Capital Account the items described in Regulation § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with theprovisionsofRegulation§1.704-1(b)(2)(ii)(d)andshallbeinterpretedconsistentlytherewith.

“Advisors” has the meaning set forth in Section 7.7(a).

“AffectedMember”hasthemeaning setforthin Section 9.6(b).

“Affiliate”means,withrespecttoanyPerson,aPersonthatdirectly,orindirectlythrough one or more intermediaries, Controls or is Controlled by, or is under common Control with the Personspecified.Withoutlimitingtheforegoing,anyPersonshallbedeemedtobeanAffiliateof any specified Person if such other Person owns more than fifty percent (50%) of the voting securities of the specified Person, if the specified Person owns more than fifty percent (50%) of the voting securities of such other Person, or if more than fifty percent (50%) of the voting securities of the specified Person and such other Person are under common control. For purposes of this Agreement, (a) the Class A Members, Blackstone Alternative Credit Advisors LP, any of its Affiliates or any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in each case managed or advised by an Affiliate of Blackstone Alternative Credit AdvisorsLPshallnotbedeemedtobeAffiliatesoftheProjectCompany,theCompany,theClass B Members or Guarantor, (b) in no event shall any natural person (including in a capacity as an employee) be deemed an Affiliate of any Person and (c) in no event shall any indirect investor in aClassBMemberbedeemedtobeanAffiliateofanyMemberoranyoftheirrespectiveAffiliates (otherthansuchClassBMember,theCompany,or,inthecaseofanyotherAffiliate,totheextent such Person owns a direct or indirect interest in such Affiliate) by virtue of its indirect interest in such Class B Member and the Company.

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LLC AGREEMENT (PRAIRIE BX LLC)

“After-Tax Basis” means, with respect to any payment to be actually or constructively received by any Person, the amount of such payment (the “base payment”) supplemented by a furtherpayment(the“additionalpayment”)tothatPersonsothatthesumofthebasepaymentplus theadditionalpaymentshall,afterdeductionoftheamountofallfederalincometaxesrequiredto bepaid by such Person in respect ofthereceipt oraccrual ofthe base payment and the additional payment, using an assumed rate equal to the Highest Marginal Rate (and ignoring state and local taxes),andtakingintoaccountanyfederalincometaxsavingsrealizedbytherecipientasaresult ofthepaymentortheeventgivingrisetothepayment,usinganassumedrateequaltotheHighest MarginalRate(andassumingtherecipienthassufficienttaxableincometofullyutilizeonacurrent basis any tax benefits resulting from the paymentor the event giving rise to the payment), equals the amount required to be received.

“Agreement”hasthemeaningsetforth inthepreamblehereto.

“ALTASurvey”meansanALTA/NSPSLandTitleSurveyoftheProjectSitepreparedin accordancewiththe2021ALTA/NSPSMinimumStandardDetailRequirements,includingTable A Items: 1, 2, 3, 4, 5, 6(b), 8, 11(a), 11(b), 13, 14, 16, and 18 (and, with respect to the as-built ALTASurveytobedeliveredpursuanttoSection3.8(q)ofthisAgreement,TableAItem19),and sufficient to remove all standard survey exceptions to the Title Policy.

“Anti-Bribery and Anti-Corruption Laws and Regulations” means all Applicable Laws concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010.

“Anti-Terrorism and Money Laundering Laws and Regulations” means all Applicable Laws concerning or relating to terrorism financing or money laundering, including the USA PATRIOT Act.

“Applicable Amount” has the meaning set forth in Section Error! Reference source notfound..

“Applicable Law” means all applicable laws of any Governmental Authority, including any ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Governmental Authority, and any rules and regulations of any federal, regional, state, county, municipal or other Governmental Authority.

“Appraisal Procedure” means an appraisal conducted by a Qualified Appraiser mutually agreeable to the Class A Members and the Class B Members, or, in the case of Section 9.6(f), appointed by the Buyout Purchaser (with the reasonable consent of the Affected Member, such consent not to be unreasonably withheld, conditioned or delayed), which determination shall be final,bindingandconclusive.IftherelevantPartiesareunableto agreeon aQualifiedAppraiser, then, within ten (10) Business Days of written notice from the initiating party of the commencementofanAppraisalProcedure,theClassAMembers,ontheonehand,andtheClass B Members, on the other hand (or, in the case of Section 9.6(f), the Buyout Purchaser and the Affected Member), will each appoint one Qualified Appraiser, such Qualified Appraisers shall attempttoagreeuponthesubjectoftheappraisal.IfeitheroftheapplicablePartiesfailstoappoint

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LLC AGREEMENT (PRAIRIE BX LLC)

itsrespectiveQualified Appraiserwithinsuchten(10)BusinessDayperiod,thedeterminationof the other Qualified Appraiser shall be conclusive and binding on the Parties. If the Qualified Appraisers appointed by the Parties are unable to agree upon the value or other determination in questionwithinthirty(30)daysafterthedateonwhichthelastoftheQualifiedAppraisersis appointed, such Qualified Appraisers shall jointly appoint a third Qualified Appraiser or, if such QualifiedAppraisersdonotappointathirdQualifiedAppraiser,theapplicablePartiesshalljointly appoint thethirdQualified Appraiser. Insuch case, theaverageofthedeterminations ofthethree Qualified Appraisers shall be conclusive and binding on the Parties, unless the determination of oneQualifiedAppraiserisdisparatefromthemiddledeterminationbymorethantwicetheamount by which the third determination is disparate from the middle determination, in which case the determinationofthemost disparateQualifiedAppraisershallbeexcluded, andtheaverageofthe remaining two determinations shall be conclusive and binding on the Parties. Any appraisal determined in accordance with the foregoing must be delivered within thirty (30) days after the date on which the last of the Qualified Appraisers is appointed pursuant to the process set forth above. Except as provided in Section 9.7(a), each Party shall pay (i) one half of the costs of a QualifiedAppraisermutuallyagreeabletobothPartiesand(ii)ifthePartiesareunabletoagreeon a Qualified Appraiser, the costs of the Qualified Appraiser selected by each such Party and one half of the costs of the third Qualified Appraiser (if necessary).

“Appraiser” means with respect to the Project, one of the following selected by the Class B Members and notified in writing to the Class A Members: Alvarez & Marsal, DAI, Deloitte, EY, KPMG, Marshall & Stevens or PwC.

“ApprovedBudget”hasthemeaningset forthinSection 6.7.

“Assets” means all right, title and interest of a Person in land, properties, buildings, improvements,fixtures,foundations,assetsandrightsofanykind,whethertangibleorintangible, real, personal or mixed, including contracts, leases, easements, equipment, systems, books, data, reports, studies and records, proprietary rights, intellectual property, Permits, rights under or pursuanttoallwarranties,representationsandguarantees,cash,accountsreceivable,depositsand prepaid expenses.

“Available Cash Flow” means, with respect to any Distribution Date, the gross cash receipts from Company operations (including sales and dispositions of Company Assets), insurance payments, warranty payments, indemnity payments in favor of the Company or the ProjectCompanyandwithdrawalsofcashpreviouslyreserved(excludingallCapitalContributions and excluding TCTA Proceeds), less the portion thereof used for payment of expenses, less any deposits to Permitted Reserves.

“Back-LeverageCollateralAgent”meansNatixis,NewYorkBranch

“Back-LeverageReturn”means,withrespecttotheClassBMembers,foreachapplicable Distribution Date, an amount of Available Cash Flow as set forth for such Distribution Date on Schedule 5.1(a)(i)(B)(as updated in accordance with this Agreement).

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LLC AGREEMENT (PRAIRIE BX LLC)

“Back-LeverageLoanDocuments”means(a)forsolongastheProjectisindirectlyowned by MN8 Bleeker 2 LLC, the “Credit Documents” as such term is defined in that certain Credit Agreement,datedasof December31,2024,asamendedfromtimetotime,byandamongSeller, MN8Bleeker2LLC,MN8FMGClassBLLC,Natixis,NewYorkBranchasadministrativeagent and collateral agent, and the financial institutions from time to time party thereto as lenders and issuersoflettersofcredit,and(b)thereafter,the“LCFacilityDocuments”andthe“Note Documents”aseachsuchtermisdefinedinthatcertain IntercreditorAgreement,datedasofJuly 9,2025,byandamongMN8PortfolioIVLLC,MN8MulberryBESSHoldcoLLC,MN8Portfolio IV Holdco LLC, GSRP Leroy Blocker LLC, the grantors from time to time party thereto, each purchaser from time to time party thereto, and HSBC Bank USA, N.A., as first lien collateral agent, notes agent and intercreditor agent.

“Bankrupt” or “Bankruptcy” means, with respect to any Person: (a) that such Person (i) filesinanycourtpursuanttoanystatuteoftheUnitedStatesorofanystateavoluntarypetitionin bankruptcy or insolvency, (ii) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Applicable Law or the appointment of a receiver or a trustee of all or substantially all of such Person’s Assets, (iii) makes a general assignment for the benefit of creditors, (iv) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings, (v) files an answer or other pleading admitting or failing to contest the materialallegationsofapetitionfiledagainstsuchPersoninaproceedingofthetypedescribedin subclauses (i)through (iv)of this clause (a), (vi) admits in writing its inability to pay its debts as theyfalldue(providedthatanysuchdebtssubjecttobonafidedisputesareexemptfromsubsection (vi)),or(vii)seeks,consentstooracquiescesintheappointmentofatrustee,receiverorliquidator of substantially all of its Assets; or (b) a petition in bankruptcy or insolvency, or a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similarreliefunderanyApplicableLawhasbeencommencedagainstsuchPerson,and sixty(60) days have expired without dismissal thereof or with respect to which, without such Person’s consentoracquiescence,atrustee,receiver,orliquidatorofsuchPersonorofalloranysubstantial part of such Person’s properties has been appointed and sixty (60) days have expired without the appointment’s having been vacated or stayed, or sixty (60) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated; or (c) if a Member, the wholeoranymaterialportionofsuchPerson’sMembershipInterestisleviedorattached,andsuch levy or attachment is not released or discharged within sixty (60) days.

“Base Case Model” means the financial equity base case model, “MN8AssetModel_20251016_v09.xlsx”, attached hereto as Exhibit Aas agreed and accepted by the Members, as it may be updated from time to time as contemplated herein.

“Beginning of Construction Bring-Down Certificate” means an executed copy of the Beginning of Construction Bring-Down Certificate in the form attached as Exhibit H-2.

“Beginning of Construction Certificate” means an executed copy of the Beginning of Construction Certificate in the form attached as Exhibit H-1.

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“BeneficialOwnershipCertification”meansacertificationregardingbeneficialownership requiredbytheBeneficialOwnershipRegulation,whichcertificationshallbesubstantiallysimilar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customerspublishedjointly,inMay2018,bytheLoanSyndicationsandTradingAssociationand Securities Industry and Financial Markets Association.

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230.

“Business Day” means any day other than Saturday, Sunday and any other day on which banks in New York, New York are authorized to be closed.

“Buyout Event” has the meaning set forth in Section 9.6(a).

“Buyout Notice” has the meaning set forth in Section 9.6(d).

“BuyoutPurchasers”hasthemeaningsetforthinSection9.6(c).

“Capital Account” means, with respect to each Member, the account established and maintained for such Member on the books of the Company in compliance with Regulation §§ 1.704-1(b)(2)(iv) and 1.704-2, as amended, and Section 4.1of this Agreement.

“Capital Contribution” means any capital contribution to the Company, including any capital contributions made by Members pursuant to Article IIIhereof, and any reference to the Capital Contributions of a Member shall include the Capital Contributions of any predecessor Holder of such Member’s Units.

“Capital Notice” has the meaning set forth in Section 3.4(b).

“CashDistributions”hasthemeaningsetforthinSection10.2(c).

“Cash Shortfall” has the meaning set forth in Section 3.4(b).

“CashTriggerAmount”hasthemeaningset forthin Section 10.2(d)(i).

“Certified Public Accountant” means CohnReznick LLP, as appointed from time to time by the Managing Member, with the consent of the majority of the Class A Members.

“Changein Applicable LawEvent”means achangein ApplicableLawthat (a)rendersor wouldreasonablybeexpectedtorenderanyTransactionDocumentillegalorunenforceableorthe performance by any party thereto illegal or unenforceable, (b) does or would reasonably be expected to eliminate, abolish or make illegal or materially and negatively affect the authority or rights of the Company or the Project Company to generate and sell the electricity and other attributes generated by the Project in the applicable jurisdiction, or (c) solely to the extent not reflectedintheBaseCaseModel,doesorwouldreasonablybeexpectedto(i)materiallyadversely affect the economic value of the Company or the Project Company in the applicable jurisdiction, including the economic value of any Offtake Agreement or (ii) result in a material adverse effect to the Company’s financial projections or assumptions.

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“ChangeinTaxLaw”means(a)anychangeinoramendmenttotheCode;(b)anychange in,orissuanceof,orpromulgationofanytemporaryorfinalRegulations;(c)decisionoftheU.S. TaxCourt,theU.S.CourtofFederalClaims,aU.S.DistrictCourt,aU.S.CourtofAppealsorthe U.S. Supreme Court, that applies, advances or articulates a new or different interpretation of analysisofanyprovisionoftheCode,anyotherapplicablefederaltaxstatuteoranytemporaryor final Regulation; or (d) any guidance, advice, statement, notice, announcement, proclamation, revenue ruling, revenue procedure, private letter ruling or other written guidance issued by the IRS,thatapplies,advancesorarticulatesanewordifferentinterpretationoranalysisofany provisionoftheCode,anyotherapplicablefederaltaxstatuteoranytemporaryorfinalRegulation, in each case which is enacted, passed, promulgated or issued, as applicable following the Execution Date and prior to the SC Funding Date to occur and that materially affects the tax treatment or tax consequences to (i) the Company in connection with the Company’s acquisition oftheProjectCompanyandProjector(ii)theCompany,theProjectCompany,theProjectorany ClassAMembersorthepurchaserunderaTaxCreditTransferAgreementinconnectionwith(1) theacquisitionorownershipoftheClassAInterests,(2)theallocationswithrespecttheretoor(3) the ability of the Company to transfer the ITC in the manner and for the economic value as contemplated in the Base Case Model.

“ClaimNotice”hasthe meaningsetforthin Section11.3.

“Claims” means all claims, suits, demands, injunctions, actions, causes of action, assessments, cleanup and remedial obligations, judgments, awards, liabilities, losses (including amountspaidinsettlementofclaims),damages(includinganyconsequential,punitive,incidental or special damages recovered by any Third Party but excluding any consequential, punitive, incidentalorspecialdamagesassertedbyanyMemberoranAffiliate),fines,fees,taxes,penalties, costsandexpensesofeverykindandcharacter(includinglitigationcostsandreasonableattorneys’ and experts’ fees and expenses, including such fees and expenses at trial and on any appeal).

“Class A Commitment Guaranty” means that certain Limited Guaranty by Class A GuarantorsinfavoroftheClassBMembers,datedasofthedatehereof,whichshallguaranteethe Class B Members the payment when due of the Class A Mechanical Completion Capital Contributions and the Class A Substantial Completion Capital Contributions.

“ClassA DRO Cap”means $9,600,000.

“Class A Guarantors” means Blackstone Green Private Credit Fund III-E AIV-3 LP, BlackstoneGreenPrivateCreditFund IIIAIV-2ALP,BlackstoneGreen PrivateCreditFund III-ECo-InvestAIV-1LP, BlackstoneBGREEN III Co-InvestmentFundCLP,andBXCBGREEN III Parallel Co-Invest Fund SE II LP.

“Class A Imputed Underpayment” means, in respect of an Imputed Underpayment Final Determination,alloranyportionoftheImputedUnderpaymentdeterminedbytakingintoaccount (on a standalone basis) only those Partnership Adjustments that resulted from a breach of any representation, warranty or covenant of the Class A Members in this Agreement.

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“Class A Interest” means, with respect to a Class A Member: (a) such Class A Member’s statusasaClassAMember;(b)suchClassAMember’sshareofCompanyItems,andtherightto receive distributions from, the Company; (c) all other rights, benefits and privileges enjoyed by that Class A Member (under the Act, this Agreement, or otherwise) in its capacity as a Class A Member, including that Class A Member’s right to vote, consent and approve and otherwise to participatein the management oftheCompany, to theextent providedin thisAgreement; and (d) all obligations, duties and liabilities imposed on that Class A Member (under the Act, this Agreement or otherwise) in its capacity as a Class A Member, including any obligations to make Capital Contributions.

“ClassAMechanicalCompletionContribution”hasthemeaningsetforthinSection3.3(a).

“Class A Member” means a Member that holds one or more Class A Units.

“ClassAMemberBase Return”meansaPre-TaxIRRof 7.5%.

“Class A Member Capital Contribution” means a Capital Contribution of the Class A Members made in accordance with the terms of this Agreement.

“ClassAMemberCommitment”means$64,000,000.

“ClassAMemberInvestmentAmount”meanstheamountthatisneededtobecontributed by the Class A Members such that the Class A Members achieve the Investment Criteria, as reflected in the Updated Base Case Model delivered in connection with the MC Funding Date or SC Funding Date, providedthat the amount to be so contributed on a MC Funding Date shall be equal to 20% of the amount to be so contributed in the aggregate with respect to the Project as reflected in the Updated Base Case Model.

“ClassASubstantialCompletionContribution”hasthemeaningsetforthinSection3.3(b).

“ClassATCTAProceedsAmount”meansanamountequaltotheClassATCTAProceeds PercentageoftheamountofTCTAProceedssetforthintheUpdatedBaseCaseModelassociated withtheTaxCreditTransferAgreement enteredintoinconnectionwithITCsassociatedwiththe Project that is approved by the Class A Members.

“Class A TCTA Proceeds Percentage”has the meaning set forth on Schedule 5.1(a)(i)(A)(as such percentage may be updated as set forth in the Updated Base Case Model).

“ClassAUnit”meansa unitrepresentingaClassAInteresthavingtherights,preferences and designations provided for such class in this Agreement.

“ClassAWithdrawal”hasthemeaningsetforthinSection 3.11(a).

“ClassAWithdrawal TriggerEvent”hasthemeaning setforth in Section3.11(a).

“Class B Imputed Underpayment” means, in respect of a Imputed Underpayment Final Determination,alloranyportionoftheImputedUnderpaymentdeterminedbytakingintoaccount

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(on a standalone basis) only those Partnership Adjustments that resulted from breach of any representations,warranties,orcovenantsbytheClassBMembers,theManagingMember(aslong as it is an Affiliate of a Class B Member), or the Partnership Representative (as long as it is an AffiliateofaClassBMember)underthisAgreementortheSellerunderthePurchaseAgreement.

“ClassBInterest”means,withrespecttoanyClassBMember:(a)suchClassBMember’s statusasaClassBMember;(b)suchClassBMember’sshareofCompanyItems,andtherightto receive distributions from the Company; (c) all other rights, benefits and privileges enjoyed by that Class B Member (under the Act, this Agreement, or otherwise) in its capacity as a Class B Member, including that Class B Member’s right to vote, consent and approve and otherwise to participateinthemanagementoftheCompany,totheextentprovidedinthisAgreement;and(d) all obligations, duties and liabilities imposed on that Class B Member (under the Act, this Agreement or otherwise) in its capacity as a Class B Member, including any obligations to make Capital Contributions.

“ClassBMechanicalCompletionContribution”hasthemeaningsetforthinSection3.3(a).

“Class B Member” means a Member that holds Class B Units.

“ClassBSubstantialCompletionContribution”hasthemeaningsetforthinSection3.3(b).

“Class B TCTA Proceeds Priority Amount” means an amount equal to the difference of the Purchase Price (as defined in the applicable Tax Credit Transfer Agreement) minus the Class A TCTA Proceeds Amount.

“ClassBUnit”meansa unitrepresentingaClass BInteresthavingthe rights,preferences and designations provided for such class in this Agreement.

“Code”meanstheInternalRevenueCodeof1986,asamendedfromtimetotime,andany successor federal tax statute or other federal income tax law.

“CommitmentExpirationDate”meanstheearlierof(i)theSCFundingDateand(ii)June 30, 2026.

“Commitment Period” means the period beginning on the Execution Date and ending on theearliestof(a)theCommitmentExpirationDate,(b)thedatethattheaggregateClassAMember Capital Contributions equal the Class A Member Commitment and (c) the date of termination pursuant to the terms hereof.

“Company”hasthemeaningsetforthintherecitalshereto.

“Company Assets” means the Assets of the Company.

“Company Items” means the separate items of income, gain, loss, deduction and credit of the Company for purposes of subchapter K of the Code.

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“Company Minimum Gain” has the meaning given to the term “partnership minimum gain” set forth in Regulations Section 1.704-2(b)(2) and will be determined as provided in Regulations Section 1.704-2(d).

“ConfidentialInformation”hasthemeaningsetforthin Section7.7(a).

“ConsentofAllMembers”means(a)theconsentorapprovalofeachClassAMemberand (b)theconsent orapproval ofeach ClassB Member.

“Construction Contracts” means the EPC Contracts and Equipment Supply Contracts.

“ConstructionIndebtedness”meansIndebtednessundertheConstructionLoanAgreement subjecttothetermsoftheapplicable Forbearance Agreement.

“Construction Loan Agreement” means that certain Credit Agreement, dated as of December 31, 2024, as amended as of May 6, 2025, and as further amended as of June 12, 2025, byandbetweenSeller,MN8BleekerLLC,Natixis,NewYorkBranchasadministrativeagentand collateral agent thereunder, and the lenders and issuing banks party thereto from time to time.

“Consultant Reports” means the Cost Seg/Appraisal Reports, the Independent Engineer Report, the Insurance Consultant Report, the Environmental Report, the Market Report and the Transmission Report.

“Consultants” means the Qualified Appraiser, the Independent Engineer, the Insurance Consultant, the Environmental Consultant, the Market Consultant, the Transmission Consultant, the Investor’s Engineer and the ESG Consultant.

“Contract”meansanycontract,lease,evidenceofindebtedness(includinganypromissory note), purchase order, letter of credit, license, obligation, or other legally binding agreement or undertaking of any other nature, in each case in writing, but not including any Permit.

“Contribution Value” means the Value of a Company asset contributed by a Member to theCompanyonthe date ofsuch contribution (netofliabilitiessecuredby suchcontributed asset that the Company is treated as assuming or taking subject to).

“Control”meansthepossession,directlyorindirectly,ofeitherofthe following:

(a)    (i) in the case of a corporation, more than fifty percent (50%) of the outstanding voting securities thereof; (ii) in the case of a limited liability company, partnership, limitedpartnershiporjointventure,therighttomorethanfiftypercent(50%)of thedistributions (including liquidating distributions) therefrom; (iii) in the case of a trust or estate, including a businesstrust,morethanfiftypercent(50%)ofthebeneficialinteresttherein;and(iv)inthecase ofanyotherentity,morethanfiftypercent(50%)oftheeconomicorbeneficialinteresttherein;or

(b)    in the case of any entity, the power or authority, through ownership of votingsecurities,bycontractorotherwise,todirectorcausethedirectionofthemanagementand the policies of the entity.

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“CostSeg/AppraisalReport”meansthereportissuedandpreparedbytheAppraiser,which includes confirmation of the Project Company’s tangible and intangible asset cost segregation, depreciation and amortization rates, and depreciation and amortization expenses delivered as of the Execution Date, as such report may be updated as contemplated herein.

“Damages”hasthemeaning setforthin Section11.1(a).

“Data   Room”   means   the   virtual   data   room   titled   “9.Blackstone”   located   at https://airenew.sharepoint.com/:f:/r/sites/Treasury/160Capital%20Markets%20and%20Project%20Finance/00.%20External%20TE%20Investors/9.%20Blackstone?csf=1\&web=1\&e=USADqf..

“Delaware Certificate” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on October 1, 2025, and as amended or restated from time to time.

“Depreciation” means, for each Taxable Year or other taxable period, an amount equal to thedepreciation,amortization,orothercostrecoverydeductionallowableforU.S.federalincome tax purposes with respect to an asset for such period, except that (a) with respect to any asset the GrossAssetValueofwhichdiffersfromitsadjustedtaxbasisforU.S.federalincometaxpurposes at the beginning of such period and which difference is being eliminated by use of the “remedial allocationmethod”asdefinedbyRegulation§1.704-3(d),DepreciationforsuchTaxableYearor other taxable period shall be the amount of book basis recovered for such Taxable Year or other taxable period under the rules prescribed by Regulation § 1.704-3(d)(2), and (b) with respect to anyotherassettheGrossAssetValueofwhichdiffersfromitsadjustedtaxbasisforU.S.federal income tax purposes at the beginning of such Taxable Year or other taxable period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the U.S. federalincometaxdepreciation,amortization,orothercostrecoverydeductionallowableforsuch Taxable Year or other taxable period bears to such beginning adjusted tax basis; provided, however,in the case of clause (b)above, if the adjusted tax basis for U.S. federal income tax purposes of an asset at the beginning of such Taxable Year or other taxable period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“DisqualifiedEntity”meansatanytimeduringtheRecapturePeriod,(a)theUnitedStates, any state or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing, (b) any organization which is exempt from tax imposed bytheCode(includinganytax-exemptentitywithinthemeaningofSection168(h)(2)oftheCode and any tax-exempt controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Code ifsuch entity has not madethe election provided in Section 168(h)(6)(F)(ii)ofthe Code), (c) any Personwhoisnota“UnitedStatesperson”asdefinedinSection7701(a)(30)oftheCode,(d)any IndiantribalgovernmentdescribedinSection7701(a)(40)oftheCode,(e)arealestateinvestment trust, as defined in Code Section 856(a), (f) a regulated investment company as defined in Code Section851(a),(g)acooperativeorganizationdescribedinSection1381(a)oftheCode,or(h)any partnershiporotherpass-throughentity,anydirectorindirectpartner(orotherholderofanequity or profits interest) of which is a Person described in clauses (a)through (g), unless such Person owns its interest indirectly through a taxable C corporation that is not a corporation described in

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clauses (a)through(g);provided,however,thatanysuchPersondescribedinclauses(a)through (d)shall not be considered a Disqualified Entity to the extent that (i) the exception under Section 168(h)(1)(D)oftheCodeapplieswithrespecttotheincomefromtheCompanyforthatPerson,or (ii) the Person is described within clause (c)of this definition, and the exception under Section 168(h)(2)(B)(i)oftheCodeapplies withrespectto theincomefromtheCompanyforthatPerson.

“Disqualified Person” means any Person that (a) is a Sanctioned Person or (b) is or has been,inthepastfive(5)years,subjecttoanyinvestigation,claim,action,proceedingorlitigation with regard to any violation of applicable Economic Sanctions Laws and Regulations, applicable Trade Controls Laws and Regulations, applicable Anti-Bribery and Anti-Corruption Laws and Regulations or applicable Anti-Terrorism and Money Laundering Laws and Regulations.

“DistributionDate”meansaBusinessDaywhichiswithinfifteen(15)BusinessDaysafter the last Business Day of any Semi-Annual Period.

“DistributionValue”meanstheValueofaCompanyassetdistributedtoaMemberbythe Company on the date of such distribution (net of liabilities secured by such distributed asset that such Member is treated as assuming or taking subject to).

“DRONotice”hasthemeaning setforth in Section12.3(a).

“DROZeroDate”means(a)iftheAdjustedCapitalAccountofeachClassAMemberdoes nothaveadeficitasoftheFlipPoint,theFlipPoint,or(b)iftheAdjustedCapitalAccountofany Class A Member has a deficit as of the Flip Point, the first date after the Flip Point on which the Adjusted Capital Account of each such Class A Member does not have a deficit.

“Economic Sanctions Laws and Regulations” means any and all economic and financial sanctions and trade embargoes imposed, administered or enforced by: (a) the U.S. government (includingtheU.S.DepartmentofStateandOFAC),(b)theUnitedNationsSecurityCouncil,(c) the European Union or any of its member states, (d) Switzerland (including the State Secretariat for Economic Affairs), or (e) the United Kingdom (including His Majesty’s Treasury).

“Encumbrances” means encumbrances, liens, charges, pledges, collateral assignments, restrictionsontransfer,options,warrants,mortgages,deedsoftrust,securityinterests,easements, purchaserights,rightsoffirstrefusalandencroachmentsofeverytypeanddescriptionwhatsoever, whether voluntary or involuntary, choate or inchoate or imposed by Applicable Law (including any agreement to give any of the foregoing or any conditional sale or other title retention agreement), and whether or not of record, and “Encumber” means any action or inaction (where there is an affirmative obligation to act) creating an Encumbrance.

“Energy Community Bring-Down Certificate” means an executed copy of the Energy Community Bring-Down Certificate in the form attached as Exhibit J-2.

“Energy Community Certificate” means an executed copy of the Energy Community Certificate in the form attached as Exhibit J-1.

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“Energy Management Agreement” means the Contract(s) under the heading “Energy Management Agreements” in Error! Reference source not found..

“EnergyManager”meansthecounterparty(ies)totheEnergyManagementAgreement.

“Environmental Consultant” means SWCA Environmental Consultants.

“EnvironmentalLaws”meansanyandallApplicableLawspertainingtotheenvironment, human health, cultural or natural resources, or the generation, handling, management, transportation, storage, disposal, Release or threatened Release of or exposure to Hazardous Substances, including: (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.;theCleanAirAct,42U.S.C.§§7401etseq.;theToxicSubstancesControlAct,15U.S.C. §§2601etseq.;theEmergencyPlanningandCommunityRighttoKnowActof1986,42U.S.C. §§ 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300(f) et seq.; the Hazardous MaterialsTransportationAct,49U.S.C.§§5101etseq.;theFederalInsecticide,Fungicideand Rodenticide Act, 7 U.S.C. §§ 136 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.; the OccupationalSafetyandHealthAct,29U.S.C.§§651etseq.(totheextentanyprovisionsthereof relate to environmental matters); the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq.;theEndangeredSpeciesAct,16U.S.C.§§1531etseq.;theBaldandGoldenEagleProtection Act, 16 U.S.C. §§ 668 et seq.; the Migratory Bird Treaty Act, 16 U.S.C. §§ 703 et seq.; National Historic Preservation Act of 1966, 54 U.S.C. §§ 300101 et seq.; Title 14 Code of Federal Regulations Part 77 and 49; (b) and any similar, analogous, or implementing state or local laws andallamendmentsorregulationspromulgatedthereunder;and(c)anyapplicabledecisionallaw ofany Governmental Authority, as each oftheforegoing maybeamended orsupplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Law” relates.

“EnvironmentalPermits”meansallPermitsissuedorrequiredunderanyEnvironmental Law.

“EnvironmentalReport”meansthefinalPhaseIEnvironmentalSiteAssessmentprepared by the Environmental Consultant for the Project as such report may be updated as contemplated herein.

“EPCContract”meanstheContract(s)undertheheading“EPCContracts”inError!Referencesourcenotfound..

“EPCContractor”meansthecounterparty(ies)totheEPCContract.

“Equipment Supply Contract” means the Contract(s) under the heading “Equipment Supply Contracts” in Error! Reference source not found..

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“Equity Interests” means shares of capital stock, partnership interests, limited liability company interests or membership interests in a limited liability company (including voting and economic interests therein), beneficial interests in a trust or other equity interests in any Person, andanyoption,warrant,commitment,preemptiverightsoragreementsofanykind(includingany members’orvotingagreements)entitlingtheholderthereoftopurchaseorotherwiseacquireany such equity interest.

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974,asamended.

“Escrow” has the meaning set forth in Section 5.4(c).

“EscrowAgent”hasthemeaningsetforthinSection5.4(c).

“ESGConsultant”meansTRCEnvironmental Corporation.

“EventofLoss”meansanycasualty,loss,damage,theft,ordestructionoftheProject causingdamagetotheProjectinexcessof$2,000,000thatisunrepairedorotherwiseunremedied.

“EWG”meansan“exemptwholesalegenerator”withinthemeaningofSection1262(6)of PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“ExecutionDate”hasthe meaningsetforthinthe preamblehereto.

“FairMarketValue”means,withrespecttoanyAsset,thepriceatwhichtheAssetwould change hands between a willing third-party buyer and a willing third-party seller, neither being underanycompulsiontobuyortosell,andbothhavingknowledgeoftherelevantfactsandtaking into account the full useful life of the asset in an arms-length transaction.

“Fee Letter” means that certain Fee Letter, dated November 3, 2025, between BlackstonePrivate Credit StrategiesLLC (togetherwith its affiliates) and MN8 Energy LLC.

“FERC” means the Federal Energy Regulatory Commission and any successor agency.

“FinalCompletion”means(a)allPerformanceTestspursuanttotheEPCContracthave been successfully completed, and (b) (i) the Project has achieved “Final Completion” under the EPC Contract and (ii) all items on the “Punch List” as defined in the EPC Contract have been completed.

“Final Determination” means (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final (i.e., whenallappealsotherthantotheSupremeCourtorthehighestjudicialbodyofastate allowable hereby and by law have been exhausted by either party to the action or the time for filing such appeals has expired) or, in any case where judicial review shall be unavailable by reason of the proposed adjustment involving a decrease in a net operating loss or business credit carryforward, a decision, judgment, decree or other order of an administrative official or agency of competent jurisdiction, which decision, judgment, decree or other order has become final (i.e., when all administrativeappeals havebeen exhaustedby eitherparty), (b) aclosing agreement entered into

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pursuanttoSection7121oftheCodeoranyothersettlementagreemententeredintoinconnection with an administrative or judicial proceeding and in accordance with this Agreement (including, fortheavoidanceofdoubt,anyrequiredconsentoftheMembersinArticleVIII),(c)theexpiration ofthetimeforinstitutingaclaimforrefund,orifsuchaclaimwasfiled,theexpirationofthetime forinstitutingsuit with respect thereto or(d)theexpiration ofthetimeforassessing adeficiency, or if a deficiency was assessed, the expiration of the time for instituting suit with respect thereto.

“Final Partnership Adjustment Determination” means a Final Determination of a Final PartnershipAdjustmentNotice,providedthatsuchFinalDeterminationisprosecutedinamanner consistent with Article VIII.

“Final Partnership Adjustment Notice”means a notice of final partnership adjustment mailedbytheIRSunderSection6231(a)(3)oftheCodewithrespecttoaPartnershipAdjustment for a Taxable Year.

“FiscalQuarter”meansthecalendarquarterseachendedMarch31,June30,September30 and December 31 during each Fiscal Year.

“FiscalYear”means(a)theperiodcommencingontheExecutionDateand endingonthe immediatelysucceedingDecember31,(b)anysubsequentcalendaryearuntilthelastfullcalendar year prior to the date on which the Company is terminated under Article XIIhereof, and (c) the periodcommencingonJanuary 1ofthe calendaryearinwhichtheCompanyisterminatedunder Article XIIhereof and ending on the date on which the Company is terminated under Article XIIhereof.

“Flip Date” means the first day of the calendar month following the month in which the Flip Point occurs.

“Flip Imputed Underpayment” means in respect of an Imputed Underpayment Final Determination,alloranyportionoftheImputedUnderpaymentdeterminedbytakingintoaccount (on a standalone basis) only those Partnership Adjustments that are not taken into account in a Class A Imputed Underpayment or Class B Imputed Underpayment and that cause the Flip Date to be delayed (calculated by re-running the Base Case Model as of the Execution Date, adjusted only with respect to such Partnership Adjustments and taking into account any Capital ContributiontobemadebytheClassAMemberasaresultofsuch FlipImputedUnderpayment).

“Flip Point” means the later of (i) the point in time at which the Class A Units are determined, under the procedures set forth in Article X, to have realized a Pre-Tax IRR equal to the Class A Member Base Return and (ii) the end of the Recapture Period.

“Forbearance Agreement” means a forbearance or interparty agreement between the InvestorandthefinancingpartiesprovidingfinancingundertheConstructionLoanAgreement(or such financing providers’ agent), in form and substance acceptable to the Investor.

“FPA”meanstheFederalPowerAct,as amended,and FERC’simplementingregulations thereunder.

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“FundamentalDecision”hasthemeaningsetforthin Section 6.2(b).

“Funding Date” means the MC Funding Date, any Interim Funding Date and/or SC Funding Date, as applicable.

“GAAP”meansgenerallyaccepted accountingprinciplesintheUnited StatesofAmerica consistently applied.

“Governmental Authority” means any foreign, federal, territorial, state, local or other governmental,regulatoryoradministrativeagency,court,commission,department,board,orother governmentalsubdivision,legislature,rulemakingboard,court,tribunal,arbitratingbodyorother governmental authority having jurisdiction or effective control over the Project Company, the Seller, the Company, any Member, any of their respective Affiliates or the Project, including FERC, MISO, NERC and its regional entities, ICC and MRO.

“Gross Asset Value” means, with respect to any asset of the Company, for purposes of determining and maintaining a Member’s Capital Account, the asset’s adjusted tax basis for U.S. federal income tax purposes, except as follows:

(a)    the initial Gross Asset Value of any asset contributed (or deemed contributed) by a Member to the Company shall be the Value of such asset as of the date of contribution;

(b)    theGross Asset Valuesofall theCompanyassets will beadjusted to equal theirrespectiveValues(takingCodeSection7701(g)intoaccount)upontheoccurrenceofanyof thefollowingevents:(i)theacquisitionofaneworadditionalMembershipInterestbyanynewor existingMemberinexchangeformorethanademinimisCapitalContribution;(ii)thedistribution bytheCompanytoaMemberofmorethanademinimisamountofCompanyproperty(including cash) as consideration for all or a portion of a Membership Interest; (iii) the liquidation of the CompanywithinthemeaningofRegulation§1.704-1(b)(2)(ii)(g);(iv)thegrantofaMembership Interest (other than a de minimis Membership Interest) as consideration for the provision of servicestoorforthebenefitoftheCompanybyanexistingMemberactinginaMembercapacity, orbyanewMemberactinginaMembercapacityorinanticipationofbecomingaMember;and (v) the occurrence of any other event with respect to which a revaluation of Company assets is permittedunderRegulation§1.704-1(b)(2)(iv)(f);provided,however,thatanadjustmentpursuant to an event described in subclauses (i), (ii), (iv)or (v)of this clause (b)shall be made only if the Managing Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c)    the Gross Asset Value of any Company asset distributed (or deemed distributed)toanyMembershallbeadjustedtoequaltheValue(takingCodeSection7701(g)into account) of such asset on the date of distribution;

(d)    the Gross Asset Values of all Company assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 732(d), 734(b) or 743(b), but only to the extent that such adjustments are required to be taken into account in

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determiningCapitalAccountspursuanttoRegulation§1.704-1(b)(2)(iv)(m);provided,however,that Gross Asset Values shall not be adjusted pursuant to this clause (d)to the extent that an adjustment pursuant to clause (b)is made in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and

(e)    if the Gross Asset Value of an asset has been determined or adjusted pursuanttoclause(a),(b)or(d)above,suchGrossAssetValueshallthereafterbeadjustedbythe Depreciationtakenintoaccountwithrespecttosuchasset(andnotthedepreciation,amortization, or other cost recovery deduction allowable for U.S. federal income tax purposes) for purposes of computing Net Income and Net Loss.

“Guarantor”means MN8 Energy LLC (or its successor in interest following any merger, division, recapitalization, orothercapital event), orany subsequent guarantorin accordancewith Section 9.3(g)(iii).

“Guaranty” means that certain Guaranty, dated as of the Execution Date, made by Guarantor in favor of Investor.

“Hazardous Substance” means (a) hazardous materials, hazardous wastes, and hazardous substances as those terms are defined under any applicable Environmental Laws, (b) petroleum and petroleum products, including crude oil and any fractions thereof, (c) natural gas, synthetic gas, and any mixtures thereof, (d) asbestos and/or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophyllite, and/or actinolite,whetherfriableornon-friable,(e)PCBs,orPCB-containingmaterialsorfluids,(f) radon, (g) any other hazardous, radioactive, toxic, or noxious substance, materials, pollutant, or solid, liquid or gaseous waste as those terms are defined under any applicable Environmental Laws, and (h) per- or polyfluoroalkyl substances.

“Highest Marginal Rate” means as of a given date of determination, the then highest marginalrateforfederalincometaxapplicabletoU.S.corporationssubjecttotaxundersubchapter C of the Code.

“Holder” means, as to a Class A Unit, the Class A Member holding such Class A Unit, and, as to a Class B Unit, the Class B Member holding such Class B Unit.

“ICC”meanstheIllinoisCommerceCommissionandanysuccessoragency.

“ImputedUnderpayment”means,withrespecttotheCompany,animputedunderpayment within the meaning of Section 6225(b) of the Code.

“Imputed Underpayment Defaulted Contribution” has the meaning set forth in Section3.4(d)(iv).

“Imputed Underpayment Final Determination” has the meaning set forth in Section8.7(d)(iii).

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“Indebtedness” means (a) any indebtedness for borrowed money, (b) any indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (c) amounts owing as the deferred purchase price for the purchase of property or services under any Major Project Contract other than accounts payable incurred pursuant to trade contracts or other obligationsofalikenatureincurredintheOrdinaryCourseofBusinesswhicharelessthanninety (90) days past due, (d) liabilities under any interest rate protection agreement, interest rate future agreement,interestrateoptionagreement,interestrateswapagreementorothersimilaragreement designedtoprotectaPersonagainstfluctuationsininterestratesorothercurrencyfluctuations,(e) all contingent reimbursement obligations with respect to outstanding letters of credit, (f) any obligations under capitalized leases, conditional sales contracts and other similar title retention instrumentswhethershorttermorlongterm,(g)anyobligationsofthetypesreferredtoinclauses(a)through (f)secured by an Encumbrance on any property or assets of a Person and/or any off-balance sheet financings, and (h) all guarantees of obligations of a type referred to in clauses (a)through (g).

“IndemnificationClaims”hasthemeaningsetforthinSection11.1(b).

“Indemnified Parties” has the meaning set forth in Section 11.1(b).

“Indemnifying Parties” has the meaning set forth in Section 11.1(b).

“IndependentEngineer”meansEnertisSolarInc.oranotherindependentengineeringfirm reasonably acceptable to the Investor.

“Independent Engineer Report” means the final report of the Independent Engineer with respecttotheProject,datedonorbeforetheExecutionDate,asitmaybeupdatedascontemplated herein.

“IndependentExpert”hasthemeaning setforthinSection 10.3(a).

“Indirect Membership Interest” means, with respect to any Person that has an indirect ownershipinterestinaMembershipInterest,anyshare,capitalstock,partnership,membershipor similar interest or other indicia of equity ownership in such Person; provided, however,that an “Indirect Membership Interest” shall not include any direct or indirect ownership interest in (a) a Parent or (b) any Member that is deemed not to have a Parent.

“InsuranceConsultant”meansMooreMcNeiloranotherindependentinsuranceconsultant reasonably acceptable to the Investor.

“Insurance Consultant Report” means the final report of the Insurance Consultant with respecttotheProject,datedonorbeforetheExecutionDate,asitmaybeupdatedascontemplated herein.

“Interconnection Agreement” means the Contract(s) under the heading “Interconnection Agreements” in Error! Reference source not found..

“InterconnectionProvider”meansMidcontinentIndependentSystemOperator,Inc.

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“Interim Funding” has the meaning set forth in Section 3.3(g).

“InterimFundingDate”hasthemeaningsetforthinSection3.3(g).

“InverterBlock”meanseachinverterblockincludedintheProject.

“Investment Criteria” means, the achievement of the Class A Member Base Return by no later than the Target Flip Date as reflected in, or calculated in accordance with the methodology set forth in, the Base Case Model.

“Investor”hasthemeaningsetforthinthepreamblehereto.

“Investor’s Engineer” means DNV Energy USA Inc.

“InvestorIndemnifiedParty”hasthemeaningsetforthinSection11.1(a).

“IRS” means the Internal Revenue Service or any successor agency.

“IRSNotices”meansIRSNotice2018-59,2018-28I.R.B.196,IRSNotice2019-43,2019-31I.R.B.487,IRSNotice2020-412020-25I.R.B.954,IRSNotice2021-41,2021-29I.R.B.17, IRSNotice2022-61,2022-52I.R.B.560,IRS Notice2023-29,2023-20I.R.B.1(April10,2023) and any subsequent IRS notice or published guidance or interpretation for the amendment to Section48(a)(2)(A)(i)(II) oftheCodebyConsolidatedAppropriationsAct(Pub.L.No.114-113, 129 Stat. 2242 (2015)).

“ITC”meanstheenergy tax creditprovided forunder Section48ofthe Code.

“ITC Eligible Basis” means the ITC eligible basis amount set forth in the applicable Cost Seg/Appraisal Report.

“ITC Eligible Property” means any assets or property (a) that is not property described in CodeSection50(b)asineligibleforITCs, (b)withrespecttowhich depreciation(oramortization in lieu of depreciation) is allowable under Section 168 of the Code, and (c) that is described in Code Sections 48(a)(3)(A)(i) or 48(a)(8) of the Code.

“ITC Insurance Policy” has the meaning set forth in the Purchase Agreement.

“Knowledge”means,withrespecttotheClassBMemberandSponsorMember,theactual knowledge,afterdueinquiry,oftheindividualslistedonScheduleAandanyreplacementforany such individual with substantially similar responsibilities.

“LiquidatingEvents”hasthemeaningsetforthinSection12.1.

“Losses” has the meaning set forth in Section 11.1(a).

“Made Available” means posting to the Data Room the documents, electronic files, and materials for the Class A Members by the Managing Member or its Affiliates or any of their

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respectiveRepresentativesorAdvisorsorotherwisedeliveringsuchitems(includingbyelectronic transmission) to the Class A Members in accordance with the notice requirements set forth in Section 13.2; provided, however,after the Execution Date, a document, electronic file, and any other material posted to the Data Room shall be “Made Available” to the Class A Members only afterthedateonwhichtheManagingMemberhasdirectlynotified(includingbyelectronicmail) the Class A Members in accordance with Section 13.2(which notice shall be in addition to any notificationprovidedautomaticallybytheDataRoom)thatsuchdocument,electronicfile,orother material is posted to the Data Room.

“MajorDecision”hasthe meaningsetforthin Section 6.2(d).

“Major Equipment” means any PV solar, modules, inverters, step-up transformers and medium voltage transformers that are incorporated into or is a part of the Project.

“MajorProjectContract”means(a)eachofthoseContractssetforthonError!Referencesource not found., (b) each other Contract entered into in substitution or replacement of any of the foregoing, (c) any other Contract (or series of related Contracts) entered into by the Project CompanyorinrelationtotheProjectwithexpenditures,liabilitiesorrevenuesreasonablyexpected toexceed$500,000inanycalendaryearor$2,000,000intheaggregateand(d)anycreditsupport instrumentsprovidedinconnectionwithanyoftheforegoing;provided,however,thatanyMajor ProjectContractshallceasetobeaMajorProjectContractoncethepartiestheretohaveperformed all material non-contingent obligations thereunder (other than surviving indemnification and reimbursement obligations).

“Major Project Counterparties” means each party to a Major Project Contract (other than the Company and the Project Company).

“MajorityConsentoftheMembers”means(a)theconsentorapprovalofClassAMembers holdingmorethanfiftypercent(50%)oftheClassAUnitsand(b)theconsentorapprovalofClass B Members holding more than fifty percent (50%) of the Class B Units.

“Management Services Agreement” means that certain Management ServicesAgreement dated as of November 3, 2025 by and between Project Company and GSRP Services LLC.

“ManagementServicesProvider”meansGSRPServicesLLC.

“Managing Member” means the Member appointed by the Members pursuant to ArticleVItomanagetheaffairsoftheCompanyandanyotherMemberhereafterappointedasasuccessor Managing Member oftheCompanyas provided in ArticleVI. Pursuant to its appointment by the Members in Section 6.1(a), the Sponsor Member shall be the initial Managing Member of the Company.

“MarketConsultant”meansWoodMacKenzie.

“Market Report” means the final merchant curves provided by the Market Consultant, as such materials may be updated as contemplated herein.

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“MaterialAdverseEffect”means,withrespecttoanyPerson,afact,eventorcircumstance that, alone or when taken with other facts, events or circumstances occurring or existing concurrentlywithsuchfact,eventorcircumstance,(a)hasorcouldbereasonablyexpectedtohave a material adverse effect on the business, operations, condition (financial or otherwise), assets, liabilities,orpropertiesofsuchPerson,(b)hasorcouldbereasonablyexpectedtohaveamaterial adverse effect on the validity or enforceability of any Transaction Document, (c) materially impairs or could be reasonably expected to materially impair the ability of a Person to meet or perform its obligations under any Transaction Document or (d) has or could be reasonably expectedtohaveanymaterialadverseeffectonaPerson’srightsunderanyTransactionDocument.

“MBRAuthority”meansanorderfromFERCissuedpursuanttoSection205oftheFPA (a) authorizing the Project Company to sell wholesale electric energy, capacity, and/or certain ancillary services at negotiated rates pursuant to a tariff providing for such sales (the “MBRTariff”), (b) accepting such MBR Tariff for filing, and (c) granting the Project Company such regulatory waivers and blanket authorizations as are customarily granted by FERC to companies authorizedtosellelectricenergy,capacity,andancillaryservicesatmarket-basedrates,including blanketauthorizationtoissuesecuritiesandassumeliabilitiespursuanttoSection204oftheFPA.

“MBRTariff”hasthe meaningsetforthin thedefinitionof“MBR Authority”.

“MC Estoppel Certificates” means those estoppel certificates provided by the Offtaker, EPC Contractor, suppliers of all Major Equipment, Real Property Documents counterparties (which shall be dated within sixty (60) days of the Purchase Date) (provided that procuring the Nussmeyer Estoppel is subject to a commercially reasonable efforts standard), and the Interconnection Provider (such estoppel from the Interconnection Provider to be subject to a commercially reasonable efforts standard).

“MCFundingDate”meansthefirstBusinessDayonwhicheachoftheconditionssetforth in Section 3.7have been satisfied or waived by the Class A Member in its sole discretion.

“MCFundingDate Notice”hasthe meaningsetforth in Section 3.7(a).

“MechanicalCompletion”meanstheoccurrenceof“MechanicalCompletion”assuchterm is defined in the EPC Contract and delivery of the fully executed Mechanical Completion Certificate under and as defined in such EPC Contract; provided, that in any event that (i) the Project has not supplied any electricity to test performance or for the customer’s use, (ii) none of clauses(b),(d)or(e)ofthedefinitionofPlaced-in-Serviceshallhaveoccurredwithrespecttoany InverterBlockthatcomposesanypartoftheProjectand(iii)(A)neither“CommercialOperation” (as defined in each Offtake Agreement) nor “Commercial Operation” (as defined in the Interconnection Agreement) has occurred.

“Member” means any Person who executes the signature page of this Agreement or thereafteragreestobeboundherebyandisadmittedtotheCompanyasaMemberpursuanttothis Agreement,excludinganyPerson(a)havingsolelythestatusofanassignee,or(b)thathasceased to be a Member. Each Member shall be a “member” of the Company within the meaning of the

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Act and any referenceto aMember in this Agreement shall mean such Personin its capacity as a member of the Company.

“MemberLoan”shallmeanaloanprovidedforinSection3.5(b),Section3.5(c)orSection 3.5(d).

“MemberLoan Notice” hasthemeaning setforth in Section 3.5(a).

“MemberNonrecourseDebt”hasthesamemeaningastheterm“partnernonrecoursedebt” inRegulationsSection1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.074-2(i)(3).

“Member Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Member Party” means each Member and its officers, directors, shareholders, Affiliates, employees and agents.

“MembershipInterest”meanseithertheClassAInterestortheClassBInterestorboth,as the context requires.

“MISO” means the Midcontinent Independent System Operator, Inc. and its successors.

“Module SupplyAgreement” meansthe Contract(s) under the heading“Module Supply Agreements”inError!Referencesourcenotfound..

“Moody’s” means Moody’s Investor Service, or any successor entity.

“MRO”meanstheMidwestReliabilityOrganizationanditssuccessors.

“MW”meansmegawattsdirectcurrent,andunlessotherwisespecified,suchamountshall be as calculated under standard test condition.

“MW(ac)”meansmegawattsalternatingcurrent.

“NERC” means the North American Electric Reliability Corporation and each applicable regional reliability entity designated by, and exercising delegated authority from, NERC and its successors.

“NetIncome”and“NetLoss”,respectively,foranyperiodmeanstheincomeorlossofthe Companyforsuchperiodasdeterminedinaccordancewiththemethodofaccountingfollowedby theCompanyforU.S.federalincometaxpurposes,including,forallpurposes,anyincomeexempt fromtaxandanyexpendituresoftheCompanythataredescribedinCodeSection705(a)(2)(B)or

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treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulation § 1.704-1(b)(2)(iv)(i); provided,however,thatindeterminingNetIncomeandNetLossandeveryitementeringintothe computationthereof,solelyforthepurposeofadjustingtheCapitalAccountsoftheMembers(and notfortaxpurposes),(i)anyincome,gain,lossordeductionattributabletothedispositionofany Company asset shall be computed as if the adjusted basis of such Company asset on the date of suchdispositionequaleditsGrossAssetValueasofsuchdate,(ii)iftheGrossAssetValueofany Company asset is adjusted pursuant to clause (b), (c)or (d)of the definition of “Gross Asset Value”, the amount of such adjustment shall be treated as gain or loss, and (iii) in lieu of any depreciation, cost recovery and amortization deductions as to any Company asset, there shall be taken into account Depreciation as to such Company asset for such period; providedfurther, however,that anyitem(computedwiththeadjustmentsintheprecedingproviso)allocatedunder Section 4.3shall be excluded from the computation of Net Income and Net Loss.

“NonrecourseDeductions”hasthemeaningsetforthinRegulationsSections1.704-2(b)(1) and 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in Regulations Section 1.704-2(b)(3) and 1.752-1(a)(2).

“Nussmeyer Estoppel” means that certain Real Property Document counterparty estoppel certificateto bedelivered by the estate of Carole Nussmeyer as Lessor with regardto that certain Lease Agreement dated July 5, 2024, as evidenced by that certain Memorandum of Lease dated July5,2024,asamendedbythatcertainFirstAmendmenttoLeaseAgreementdatedOctober21, 2024, as evidenced by that certain Memorandum of First Amendment to Lease Agreement dated October 21, 2024, with the Project Company.

“O&MAgreement”meanstheContract(s)undertheheading“O&MAgreement”in Error!Referencesourcenotfound..

“O&MContractor”meansthecounterparty(ies)totheO&MAgreement(s).

“OFAC”meanstheOfficeofForeignAssetsControloftheU.S.Departmentofthe Treasury.

“Officer”and“Officers” havethemeaningssetforthinSection6.6(a).

“OfftakeAgreement”meanstheContract(s)undertheheading“OfftakeAgreement”in Error!Referencesourcenotfound..

“Offtaker”meansthecounterparty(ies)totheOfftakeAgreement(s)initscapacityas “Buyer” thereunder.

“OperatorIndemnificationClaims”hasthemeaningsetforthinSection11.1(b).

“Operator Indemnified Parties” has the meaning set forth in Section 11.1(b).

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“Ordinary Course of Business” means the ordinary conduct of business consistent withcustom and practice for comparable businesses in the PV solar energy generation industry.

“OutsideActivities”hasthemeaningsetforthinSection7.6.

“Parent” means, with respect to a Member, the Person or Persons that Controls such Member; providedthat forso long as morethan 50%of the equity interests (including thevoting interests)ofSponsorMembercontinuetobeownedbyGuarantor,theParentofSponsorMember shall be Guarantor. The Investor shall be deemed to not have a “Parent” for purposes of this Agreement.

“PartnershipAdjustment”meansa“partnershipadjustment”withinthemeaningofSection 6241(2) of the Code to the federal income tax returns of the Company.

“PartnershipRepresentative”hasthemeaningsetforthin Section8.7(a).

“Party” or “Parties” means the Class B Members or the Class A Members, as the context requires.

“PerformanceTest”meanstestsrequiredtobeperformedpursuanttotheEPCContractto demonstrate that the Project is capable of operation for its intended purpose.

“Permit” means any permit, franchise, order, license, determination, notice, certification, approval, exemption, qualification, right or authorization from, or registration or filing with, any Governmental Authority; provided, that, for purposes of this Agreement, any agreement for the Project entered into by a Governmental Authority in its capacity as the local distribution utility including any Interconnection Agreement shall be considered a Contract and not a Permit.

“Permitted Investments” hasthemeaningsetforthin Section8.5.

“Permitted Liens” means (a) Encumbrances imposed by any Governmental Authority for Taxesthatarenotyetdueorthatarebeingcontestedingoodfaithbyappropriateproceedingsand forwhichadequatereserveshavebeenmaintainedinaccordancewithGAAP,(b)mechanics’, materialmen’s, repairmen’s and other similar liens arising in the Ordinary Course of Business or incident to the construction, improvement or restoration of the Project in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, so long as(i)suchproceedingsshallnotinvolveanymaterialriskofthesale,forfeitureorlossofanypart of the Project, title thereto or any interest therein and shall not interfere in any material respect withtheuseordispositionoftheProjector(ii)thepaymentofsuchEncumbranceshallbesecured by bonds or other security reasonably satisfactory to the Company; (c) minor defects, easements, rights-of-way, restrictions and other similar Encumbrances incurred in the Ordinary Course of Business and Encumbrances, licenses, restrictions on the use of property or minor imperfections in title that, in each case, do not materially interfere with the operation and maintenance of the Project and that individually or in the aggregate do not and could not reasonably be expected to result in a Material Adverse Effect with respect to the Project, (d) Encumbrances created by or pursuant to the Major Project Contracts, (e) any Encumbrances or exceptions listed on Schedule

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BtotheapplicabletitlecommitmentorproformaasoftheExecutionDateandtotheTitlePolicy,(f)judgmentEncumbrancesthatdonotinvolveanyriskofforfeitureoftheProjectthat,withinten (10) Business Days of their existence or after the entry thereof, are being contested in good faith and by appropriate proceedings and for the payment of which adequate reserves in accordance with GAAP, bonds or other security have been provided or are fully covered by insurance, (g) depositsorpledgesrequiredtosecuretheperformanceofstatutoryobligations,appeals,supersedes bonds and other bonds in connection with judicial or administrative proceedings and other obligations of a like nature and (h) zoning, entitlement, and other land use and environmental regulations by Governmental Authorities, provided that the Project Company is not in violation thereof, (i) prior to the SC Funding Date, Encumbrances created pursuant to and securing Construction Indebtedness (subject to the applicable Forbearance Agreement), (j) pledges or deposits to secure the performance of bids, tenders, trade contracts and leases (other than for the repayment of borrowed money) incurred in the Ordinary Course of Business, and (k) statutory liens or contractual rights of set-off in favor of banks or other depositary institutions.

“Permitted Reserves” means (i) reserves included in the Approved Budget, (ii) reserves necessary to prevent or mitigate an emergency situation with respect to the Project, the Project CompanyortheCompany,asreasonablydeterminedfromtimetotimebytheManagingMember, (iii) reserves for expenses that are clearly identified and expected with reasonable certainty to become due and payable that arenot included in the Approved Budget; providedthat the amount of reserves permitted by the preceding clauses (ii) and (iii) shall not exceed the permitted expenditures set forth in Section 6.2(c)(ii), (iv) reserves constituting any funds contributed to the CompanybytheClassBMembersinaccordancewithSection3.4inrespectofdisputedpayments under any Major Project Contract, and (v) such other reserves as established with the Majority Consent of the Members.

“Person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, or Governmental Authority or any department or agency thereof.

“Placed-in-Service” means the achievement of all of the following with respect to each Inverter Block that composes any part of the Project: (a) all necessary final Permits and licenses (including permission to interconnect) for operating such Inverter Block have been obtained, (b) initialsynchronizationofsuchInverterBlocktothegridhasoccurred,(c)allpreoperationaltesting (including commissioning but excluding performance-related testing) necessary for proper operation of such Inverter Block have been performed, (d) title and care, custody and control to such Inverter Block has been transferred from the EPC Contractor to the Project Company under the EPC Contract and (e) such Inverter Block is capable of producing and delivering to the grid regular delivery of output.

“Placed-in-Service Date” means, with respect to each Inverter Block that composes any partoftheProject,thedatethatsuchInverterBlockhassatisfiedatleastfourofclauses(a)through (e)setforthinthedefinitionof“Placed-in-Service”.

“Preferred Distribution”means,withrespecttotheClassAMembers,for each applicable quarter (beginning with the quarter in which both “Commercial Operation” (as defined in the

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OfftakeAgreement)and “Commercial Operation” (as defined in the Interconnection Agreement) have occurred), an amount of Available Cash Flow as set forth for such quarter on Schedule5.1(a)(i)(A)(as updated in accordance with this Agreement).

“Pre-Tax IRR”means, with respect to theHolder ofaClass AUnit and at thetimeofany determination,theannualeffectivediscountrate(calculatedandcompoundedusingtheMicrosoft Excel XIRR function on all pre-tax cash flows and otherwise calculated in accordance with the rulesandconventionssetforthinSections10.2(a)through(d))which causesAequaltoB, where (i) A is the sum of (a) the present value of all Cash Distributions in respect of such Class AUnit, and (b) the present value of all indemnity payments (net of any tax gross-up) received in respect of such Class A Unit, that compensate for loss of any item listed in the foregoingclause (a); and (ii) B is the present value of the aggregate amount of the Class A Member Capital Contributions (taking into account thetiming ofsuch Class AMemberCapital Contributions and including any Capital Contribution by the Class A Members in respect of Flip Imputed Underpayments (but excludinganyCapitalContributioninrespectoftheClassAImputedUnderpayment)); provided, fortheavoidanceofdoubt,thatthedeterminationofsuchdiscountrateshallnottakeintoaccount the commitment fee described in Section 3.6(a)(i).

“Prior LLC Agreement” has the meaning given to that term in the recitals hereto.

“ProhibitedTransferee”meansanyPerson:(a)whichis,orwhoseAffiliateis,thenaparty adverse in any pending or threatened (in writing) material action, suit or proceeding to the Company, the Project Company or any Member or an Affiliate thereof, if the Members (with the Consent of All Members) or such Member (in its sole and absolute discretion in the event of a proceeding against such Member), asapplicable, shallnothave consented totheTransfer tosuch Person; provided, however,that a Transfer upon foreclosure (or a Transfer in lieu of such foreclosure) in relation to any Membership Interests (or Indirect Membership Interests) pursuant to an Encumbrance permitted hereunder (including, without limitation, pursuant to Section9.2(b)(iii)) shall be deemed not to be an action, suit or proceeding for the purposes of this clause(a);(b)thatis, orwhoseAffiliateis, aDisqualifiedPerson;(c)thatis aDisqualifiedEntity;or(d) that is Bankrupt.

“Project”hasthemeaningsetforthintherecitalshereto.

“ProjectCompany”hasthemeaningsetforthintherecitalshereto.

“ProjectCosts”meanswithoutduplication,allcostsincurredbyCompanyandtheProject Company in connection with the acquisition, ownership, financing, construction, design, equipping, installation, testing, start-up, initial operation, and commissioning of the Project.

“Project Site” means the real property on which the Project is located and the rights and interests of or benefitting the Project Company in, to and under the Real Property Documents related thereto.

“ProposedChangeinTaxLaw”means(a)anyproposedRegulation and (b)anyproposed changeinoramendmenttotheCodeoranotherfederalincometaxstatuteunderlegislationthatis

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(i)enactedor passed by eitherhousein Congress, (ii)included in a bill reported out ofthe House Ways and Means Committee or Senate Finance Committee, or (iii) has been included in any proposal by the executive branch of the United States government or any authorized member thereof that is included in an official document relating to United States federal income tax legislation released by the administration, such as the “General Explanations of the Administration’s Fiscal Year Revenue Proposals” or an executive order that without issuance of furtherguidancecouldbemodelledwithspecificity,that,ifitbecamelaworwasissuedasafinal or temporary Regulation would, in each case, materially affect the tax treatment or tax consequences to the Company, the Project Company, the Project or the Class A Member or the purchaser under the Tax Credit Transfer Agreement in connection with the (X) acquisition or ownershipoftheClassAInterests,(Y)theallocationswithrespecttheretoor(Z)theabilityofthe Company to transfer the ITC in the manner and for the economic value as contemplated in the Base Case Model and, in each case, such legislation proposed Regulation has a reasonable likelihood of becoming law or being issued as a final or temporary Regulation, as applicable (taking into account for this purpose any direct, written opposition or support issued, published, announced or otherwise publicly disseminated by the other house of Congress).

“PrudentIndustryPractices”meansthosepractices,methodsandacts,ofwhichtheremay be more than one and as the same may change from time to time, engaged in or approved by a significant portion of thePV solar energy generation industry operating in the United States with respect to PV solar energy generation assets of the same approximate size and in the same approximategeographiclocationastheProjectthat,intheexerciseofreasonablejudgmentinlight of the facts known or that reasonably should have been known at the time a decision was made, wouldhavebeenexpectedtoaccomplishthedesiredresultinamannerconsistentwithApplicable Law, Permits, the Major Project Contracts, during the recapture period the requirements to avoid a recapture of the ITCs, rules and regulations of applicable regulatory agencies and independent system operators, codes, professional standards, equipment manufacturer’s warranties and recommendations, reliability, safety, environmental protection, efficiency, economy, and expedition. With respect to the Project, “Prudent Industry Practices” includes, but is not limited to, taking commercially reasonable steps to ensure that: (a) equipment, materials, and supplies, includingsparepartsinventories,areavailabletomeettheProject’sneeds;(b)sufficientpersonnel areavailableduringbusinesshoursandareadequatelyexperiencedandtrained,and,ifnecessary, licensed, to design, construct and install the Project properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions, whether caused by events at the Project location, or elsewhere; (c) construction and installation is to be conducted by knowledgeable, trained, and experienced personnel utilizing proper equipment at the Project location,orelsewhere;(d)appropriatetestingisperformedtoensureequipmentisfunctioningas designed per manufacturer recommendations and frequency of testing; (e) equipment is not constructed or installed in a reckless manner, in violation of manufacturer’s guidelines or warranties or in a manner unsafe to workers, the general public, or the interconnected system, or contrary to Environmental Laws or Environmental Permits. “Prudent Industry Practices” are not intendedtobelimitedtotheoptimumorminimumpracticeormethodtotheexclusionofallothers, but rather to be a spectrum of reasonable and prudent practices and methods as commonly practicedinthePVsolarenergygeneratingindustriesinthesameapproximategeographicregion of the Project during the relevant time period.

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“Prudent Operator Standard” means at a particular time, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decisionwas made, those practices,professional standards, designs,methods,means,techniques, equipment, acts, specifications and standards of safety and performance that would require a Person to:

(a)    performitsdutiesincompliancewiththerequirementsoftheMajorProject Contracts,

(b)    performitsdutiesinacommerciallyreasonablemannerconsistentwith applicablePVsolarenergygenerationindustrystandards,takingintoaccount,duringtherecapture period,therequirementstoavoidarecaptureoftheITCs,(c)performitsdutiesincompliancewith PrudentIndustryPractices,(d)performthedutiesinaccordancewithindustrystandardsconsistent withcustomandpracticeforcomparablebusinessesinthePVsolarenergygenerationindustry, (e) use sufficient and properly trained and skilled personnel, (f) use parts and supplies that meet the specifications, if any, set forth in the Major Project Contracts and (g) perform plant maintenance and replacement of parts in the normal course of operation considering warranty requirements and manufacturers recommendations, in all cases with respect to (a) through (f) herein, taking into account all of the costs, expenses and benefits of operation of the Project and the Approved Budget.

“PUHCA”meansthePublicUtilityHoldingCompanyActof2005,42U.S.C.§§16451et seq. and the regulations of FERC thereunder at 18 C.F.R. §§ 366.1, et seq.

“Purchase Agreement” means the Purchase Agreement, dated as of the Execution Date, between the Company and the Seller.

“PurchaseDate”hasthemeaningascribedtosuchterminthePurchaseAgreement.

“Purchase Option” has the meaning set forth in Section 9.7(a).

“PurchaseOptionDate”meansthedateoftheclosingofthepurchaseandsaleoftheClass A Units contemplated by Section 9.7(c).

“PurchaseOptionPeriod”hasthemeaningsetforthinSection9.7(a).

“Purchase Option Price” has the meaning set forth in Section 9.7(a).

“Purchase Price” has the meaning set forth in Section 9.6(e).

“QualifiedAppraiser”meansathird-partyappraiserwhichshallbe jointlyselectedbythe Class B Members and the Class A Members.

“Qualified Transferee” means a Person that: (a) owns and manages or operates (before giving effect to any transfer hereunder) not less than 750 MW of PV solar energy generation facilitiesintheUnitedStatesandsimilartotheProject,ineachcasedeterminedonanetownership basis taking into account such Person’s percentage ownership in such assets (without accounting

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foranypercentageinterestheldinapassivecapacity,includingbypassivetaxequityinvestors,or anypercentageinteresttobeheldintheCompany)andsuchPersonmusthavedonesoforaperiod of at least three (3) years prior to the Transfer; and (b) (i) has a credit rating of “BBB” or higher by S&P and “Baa2” or higher by Moody’s (provided, if such Person’s credit rating is not higher thanBBBbyS&PorBaa2byMoody’s,suchPerson’screditratingshallnotbeonnegativewatch by S&P or Moody’s, as applicable) or (ii) has a direct or indirect Parent with a credit rating of “BBB”orhigherby S&P and “Baa2”or higher by Moody’sand such Parent provides a guaranty in favor of the Class A Members in substantially the same form and containing substantially the same terms as the Guaranty guaranteeing the performance of the transferee’s obligations under this Agreement and the other applicable Transaction Documents or otherwise in form and substance reasonably satisfactory to the Class A Members.

“Real Property Documents” means the Contract(s) under the heading “Real Property Documents” in Error! Reference source not found..

“RecapturePeriod”meanstheperiodfromtheExecutionDatethroughthedatethatisfive (5)yearsfromthedatethatthelastInverterBlockisPlaced-in-Service.

“Regulations” means the regulations promulgated under the Code by the United States Department of Treasury, as such regulations may be amended from time to time. All references herein to specific sections of the regulations shall be deemed also to refer to any corresponding provisionsofsucceedingregulations,andanyreferencetotemporaryregulationsshallbedeemed also to refer to any corresponding provisions of final regulations.

“RegulatoryAllocations”hasthemeaningsetforthin Section4.3(i).

“Release” means any release, spill, leak, emission, deposit, pumping, pouring, emptying, discharging, injecting, escaping, leaching, disposing, dumping, dispersion or migration into the environment.

“Representatives”hasthemeaningsetforthin Section 7.7(a).

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor entity.

“Sanctioned Person” means any Person (a) identified on any list of designated Persons maintained pursuant to Economic Sanctions Laws and Regulations, including the Specially DesignatedNationalsandBlockedPersonsListmaintainedbyOFAC,(b)domiciled,organizedor resident in, or any Governmental Authority of, a country or territory that is the subject of comprehensiveEconomicSanctionsLawsandRegulations(c)ownedorcontrolledby,oracting for or on behalf of, directly or indirectly, any Person described in the foregoing clause (a)or (b); or (d) otherwise the subject or target of Economic Sanctions Laws and Regulations.

“SC Estoppel Certificates” means those estoppel certificates provided by the Offtaker (unlesstheOfftakerestoppeldeliveredwiththeMCEstoppelCertificatesisdatedlessthanninety (90)dayspriortotheSCFundingDate,inwhichcasetheOfftakerneednotdeliveranyadditional

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estoppelcertificate),EPCContractor,suppliersofallMajorEquipment(unlesstherelevantMajor Equipment has been delivered and paid for, in which case such supplier(s) need not deliver such an estoppel certificate), Real Property Documents counterparties (unless the relevant real party contract counterparty delivered an estoppel with the MC Estoppel Certificates that is dated less than (90) days prior to the SC Funding Date, in which case the relevant real estate contract counterparty need not deliver any additional estoppel certificate) (provided that procuring the Nussmeyer Estoppel is subject to a commercially reasonable efforts standard), Energy Manager, O&M Contractor, Management Services Provider, each Tax Credit Transfer Agreement counterpartyandtheInterconnectionProvider(suchestoppelfromtheInterconnectionProviderto be subject to a commercially reasonable efforts standard).

“SCFundingDate”meansthefirstBusinessDayonwhicheachoftheconditionssetforth in Section 3.8have been satisfied or waived by the Class A Member in its sole discretion.

“SCFundingDateNotice”hasthemeaningsetforthinSection3.8(a).

“Section6226Election” hasthemeaningsetforthin Section 8.7(d)(i).

“Securities” means, with respect to any Person, such Person’s capital stock or limited liability company interests or any options, warrants or other securities which are directly or indirectly convertible into, or exercisable or exchangeable for, such Person’s capital stock or limited liability company interests, whether or not such derivative securities are issued by such Person, and any reference herein to “Securities” refers also to any such derivative securities and all underlying securities directly or indirectly issuable upon conversion, exchange or exercise of such derivative securities.

“Securities Act” means the Securities Act of 1933 or any successor statute, as amended from time to time.

“Seller”meansMN8 DevCo3 LLC,aDelawarelimitedliability company.

“Semi-Annual Period”means the semi-annual periods each ended June30 and December 31 during each Fiscal Year.

“SharedFacilitiesAgreement”meanstheContract(s)undertheheading“SharedFacilities Agreements” in Error! Reference source not found..

“SOFR” mean a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Sponsor”meansMN8EnergyLLC,aDelawarelimitedliabilitycompany(oritssuccessor in interest following any merger, division, recapitalization, or other capital event).

“SponsorMember”hasthemeaning setforthin thepreamblehereto.

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“Sponsor Parties” means the Guarantor, the Class B Members, the Seller and the Project Company.

“StateRegulatoryAgency”meansthestateregulatorybodyhavingjurisdictionoverretail electricity sales, including ICC under applicable Illinois law.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstandingcapitalstockhavingordinaryvotingpowertoelectamajorityoftheboardofdirectors of such corporation (irrespective of whether at the time capital stock of any other class or classes ofsuchcorporationshallormighthavevotingpowerupontheoccurrenceofanycontingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“SubstantialCompletion”meanstheoccurrenceof“SubstantialCompletion”assuchterm (or equivalent term) is defined in the EPC Contract and delivery and acceptance of the fully executed “Substantial Completion Certificate” as such term (or equivalent term) is defined in the EPCContract,indicatingthatallactivitiesrelatedtotheconstruction,commissioning,start-upand testing (including the Performance Tests) of the Project have been successfully completed in accordancewiththeapplicablerequirementsinsuchEPCContract,exceptfor“PunchList”items which the failure to complete would not prevent the Project from being operated safely and continuously at its full nameplate capacity in accordance with Applicable Law and Prudent Industry Practices.

“Target Flip Date” means the date that is seven years following the SC Funding Date.

“TargetSCFundingDate”meansthedatesetforthundertheheading“TargetSCFunding Date”in Schedule3.

“Tax” or “Taxes” means any United States federal, state or local, or non-United States, income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, withholding, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, net worth, intangibles, social security, unemployment, disability, payroll, license, employee or other tax or similar levy, of any kind whatsoever, including any interest, penalties or additions to tax in respect of the foregoing.

“Tax Benefits” means, with respect to a Class A Unit, the periodic federal income tax savingsresultingfrom(i)thedistributiveshareoftheITCreportedbytheCompanytotheHolder of such Class A Unit on the Schedules K and K-1 of the Tax Return filed by the Company (or equivalent reporting under successor forms and procedures), and (ii) the distributive share of tax losses and deductions reported by the Company to the Holder of such Class A Unit on the Schedules K and K-1 of the Tax Return filed by the Company (or equivalent reporting under

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successor forms and procedures), in each case, in accordance with the provisions of this Agreement.

“Tax Credit Transfer Agreement” means any agreement pursuant to which the Company agrees to transfer ITCs to an unrelated person pursuant to Section 6418 of the Code in exchange for payment or payments of cash as the purchase price thereunder.

“TaxDistribution”hasthemeaningsetforthinSection5.1(g)(i).

“Tax Information” has the meaning set forth in Section 7.7(b).

“TaxReturn”meansanyreturn,reportorsimilarstatementrequiredtobefiledwithrespect to any Taxes (including any attached schedules), including any IRS Schedule K-1, information return,claimforrefund,amendedreturnordeclarationofestimatedTaxineachcaseissuedtothe Members by the Company.

“Taxable Year” means the taxable year of the Company for federal income tax purposes, which shall be (a) the period commencing on the Execution Date and ending on the immediately succeeding December 31, (b) any subsequent calendar year, or (c) any portion of the period described in clause (a)or (b)for which the Company is required to allocate Company Items pursuant to Article IV, Section 12.2(a)(iv)or Section 12.2(a)(v).

“Taxing Authority” means, with respect to a particular Tax, the agency or department of any Governmental Authority responsible for the administration and collection of such Tax.

“TCTAProceeds”meanstheproceedsofanypaymentsbyoronbehalfofthepurchaser(s) under or in respect of each Tax Credit Transfer Agreement.

“TerminatedMember” hasthemeaningsetforthin Section 9.8.

“Third Party” means a Person other than a Member or a Representative of a Member.

“Third-PartyClaim”meansanyclaim,action,orproceedingmadeorbroughtbyany Person other than a Class A Member, any other Investor Indemnified Party, a Class B Member, the Seller, the Company or an Affiliate of the foregoing Persons.

“TitlePolicy”meansan ALTA2021formowner’stitleinsurancepolicyintheamountof the fair market value of the Project as set forth in the Cost Seg/Appraisal Report, in substantially the form delivered pursuant to Section 3.7(m), or as otherwise reasonably acceptable to the Company and the Class A Members, together with the following endorsements: Special Patent Endorsement modified for renewable energy projects; ALTA 8.2-06 Commercial Environmental ProtectionLien;ALTA17-06Access;ALTA17.2-06UtilityAccess;ALTA18.2-06MultipleTax Parcel;ALTA26Subdivision;ALTA36-06EnergyProjectLeasehold;ALTA36.4-06Covenants, Conditions,andRestrictions;ALTA36.6-06EnergyProjectEncroachments;ALTA25.1-06Same asPortionofSurvey;ALTA3.2Zoning;ALTA19-06Contiguity–MultipleParcels;ALTA35.3-06 Minerals; Deletion of Arbitration; and Loss Endorsement (Maximum Actual Loss).

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“Tracking Model” means the Base Case Model updated at least quarterly to reflect actual results of the Company in accordance with and subject to the assumptions, conventions and procedures set forth in Section 10.1.

“TradeControlsLawsandRegulations”meansanyandalllawsandregulationsconcerning or relating to the import or export of goods, technology or services imposed, administered or enforced by the U.S. government (including the U.S. Department of Commerce, the U.S. Department of State and the U.S. Department of Homeland Security).

“Transaction” means the transactions contemplated and provided for in the Transaction Documents.

“Transaction Documents” means this Agreement, the Purchase Agreement, each Tax Credit Transfer Agreement, the Guaranty, the Forbearance Agreement, the Membership Interest Assignment Agreement (as defined in the Purchase Agreement), and the Class A Commitment Guarantee.

“Transaction Expenses” means the costs and expenses incurred and documented by the Investor, the Seller, the Company and each of their Affiliates in connection with the negotiation, execution, and delivery of the Transaction Documents and the performance of the transactions contemplated hereunder and thereunder, including fees of external counsel, the Consultants and any other third-party consultants engaged by the Investor.

“Transfer” means the sale, transfer, assignment, conveyance, gift, exchange or other dispositionofClassAUnitsorClassBUnits(andtheMembershipInterestsrepresentedthereby), including any Indirect Membership Interest in such Class A Units or Class B Units (but, for the avoidance of doubt, excluding any indirect ownership interest that does not constitute an Indirect Membership Interest). For the avoidance of doubt, a “Transfer” excludes the creation of an EncumbranceonanyMembershipInterestorIndirectMembershipInterest,butincludesanysale, transfer,assignment,conveyance,gift,exchangeorotherdispositioninconnectionwith,orinlieu of, the foreclosure of an Encumbrance.

“TransferProtectionConditions”hasthemeaningsetforthinSection9.3.

“Transferee” means a Person to which a Transfer is or would be made.

“Transferring Member” means the Member effecting a Transfer.

“Transmission Consultant” means PowerGem.

“Transmission Report” means the final report prepared by the Transmission Consultantwith respect to the Project as such report may be updated as contemplated herein.

“TriggerPercentage”hasthemeaningsetforthinSection 10.2(d)(i).

“UCC”or“UniformCommercialCode”meanstheUniformCommercialCodeineffectin the State of Delaware from time to time.

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“Units”meanseithertheClassAUnitsortheClassBUnitsorboth,asthecontextrequires.

“Updated Base Case Model” means an updated Base Case Model, rerun to reflect the followingadjustmentfactors:(1)anyChangeinTaxLaw,(2)anyProposedChange inTaxLaw, (3)theactualdatethateachInverterBlockcomposingapartoftheProjectisplacedinservicefor U.S.federalincometaxpurposesandanychangestodepreciationandrecognitionofITCrelating to the timing of such dates, (4) the Funding Dates with respect to the Project, (5) any changes to thetaxbasisoractualcostsincurredorreasonablyexpectedtobeincurredtoacquire,develop,or construct the Project, (6) any changes to the Consultant Reports (7) any changes to expected insurance costs, taxes, regulatory costs, operating expenses, decommissioning expenses, or other expenses, (8) any terminations of, amendments to, replacements of, or additions to, any Major Project Contracts, (9) the composition and size of the Project as actually constructed, (10) the correctionofanymanifesterrorsandclericalinaccuracies,(11)theactual“CommercialOperation Date” under and as defined in the Offtake Agreement, (12) curtailment and/or transmission assumptions, (13) the terms and pricing under the Tax Credit Transfer Agreements, (14) the amountofTCTAProceedsactuallyreceivedorto bereceivedbytheCompanyanddistributedto the Members and (15) the failure of any Proposed Change in Tax Law to be enacted by the date that is ten (10) days (excluding Sundays) after the adjournment sine die of the second session of the 119thUnited States Congress.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.

“Value” of any asset of the Company, as the case may be, as of any date, means the fair market value of such asset, as the case may be, as of such date, as determined by the Managing Member in good faith and on a reasonable basis.

1.2    OtherDefinitionalProvisions.

(a)    Construction. As used herein, singular shall include the plural, the masculine gender shall include the feminine and neuter and the neuter gender shall include the masculine and feminine unless the context otherwise indicates.

(b)    References. References to Articles and Sections are intended to refer to ArticlesandSectionsofthisAgreement,andallreferencestoExhibitsandSchedulesareintended torefertoExhibitsandSchedulesattachedtothisAgreement,eachofwhichismadeapartofthis Agreement for all purposes. Information contained in any Scheduleshall bedeemedcontained in each and every other schedule without requiring repetition thereof to the extent the relevance of such information is reasonably apparent from the face thereof. The terms “include,” “includes” and “including” mean “including, without limitation.” Any date specified for action that is not a BusinessDayshallmeanthefirstBusinessDayaftersuchdate.AnyreferencetoaPersonshallbe deemed to include such Person’s successors and permitted assigns. Unless otherwise stated, any referencetoanydocumentordocuments(includingtermsdefinedtherein)shallbedeemedtorefer to such document or documents as amended, modified, supplemented or replaced from time to time in accordance with (if applicable) the terms of this Agreement, without limiting any

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restrictions on such amendments, modifications, supplements or replacements contained herein. References to laws refer to such laws as they may be amended from time to time, and references to particular provisions of an Applicable Law include any corresponding provisions of any succeeding Applicable Law. The words “herein,” “hereof” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular section or subsection of thisAgreement.ReferencestomoneyrefertolegalcurrencyoftheUnitedStatesofAmerica.Any term defined in this Agreement by reference to another document, instrument or agreement shall continuetohavethemeaningascribedtheretowhetherornotsuchotherdocument,instrumentor agreement remains in effect.

ARTICLE II

THECOMPANY

2.1    ContinuationofLimitedLiabilityCompany.

Investor is hereby admitted as a Class A Member of the Company, and Sponsor Member is hereby admitted as a Class B Member of the Company. The Parties hereby continue the Company,whichwasformedasaDelawarelimitedliabilitycompanybythefilingoftheDelaware Certificate by an “authorized person” of the Company within the meaning of the Act (such filing being hereby ratified and approved). The rights and obligations of the Members shall be as provided in the Act, except as otherwiseexpressly provided herein. TheManaging Membershall from time to time execute or cause to be executed all such certificates, instruments and other documents,andcausetobedoneallsuchfilingsandotheractions,astheManagingMembermay deemnecessaryorappropriatetooperate,continue,orterminatetheCompanyasalimitedliability companyunderthelawsoftheStateofDelawareandtoqualifytheCompanytodobusinessinall jurisdictions other than the State of Delaware in which the Company conducts or proposes to conduct business, and in any other jurisdiction where such qualification is necessary or appropriate.

2.2    Name.

The name of the Company is, and the business of the Company shall continue to be conducted under the name of, “Prairie BX LLC” or such other name or names as the Managing Membermaydesignatefromtimetotime,withpriorwrittennoticetotheMembers.TheManaging MembershalltakeanyactionthatitdeterminesisrequiredtocomplywiththeActorsimilarstatute in effect in each jurisdiction or political subdivision in which the Company conducts or proposes toconductbusinessandtheMembersagreetoexecuteanydocumentsreasonablyrequestedbythe Managing Member in connection with any such action.

2.3    PrincipalOffice.

The Company shall maintain a principal office which shall be located at c/o MN8 Energy LLC, 1155 Avenue of the Americas, 27thFloor, New York, New York 10036. The Managing MembermaychangetheprincipalofficeoftheCompanyfromtimetotimeuponpriorwritten notice to the Members. The Managing Member shall maintain all records of the Company at its principalofficeorsuchlocationdesignatedbytheManagingMemberinanoticetotheMembers.

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2.4    RegisteredOffice;RegisteredAgent.

The name of the registered agent of the Company in the State of Delaware shall be c/o CorporationServiceCompany,251LittleFallsDrive,Wilmington,NewCastleCounty,Delaware 19808 or such other registered agent as the Managing Member may designate from time to time in accordance with the Act upon prior written notice to the Members.

2.5    Purposes.

ThepurposeoftheCompanyistoownthelimitedliabilitycompanyinterestsintheProject Company, in order to, directly and indirectly through the Project Company, develop, construct, own,finance,operateandmaintaintheProject;andinfurtherancethereofto(andcausetheProject Company to) enter into, comply with and perform under each Transaction Document and Major Project Contract to which the Company or the Project Company, as applicable, is a party; and to (and cause the Project Company to) engage in and perform, any and all activities necessary, incidental,relatedorappropriatetoaccomplishtheforegoingthatmaybeengagedinbyalimited liability companyformed underthe Act. The Companyshall not (and shall not permit theProject Company to) engage in any activity or own any Assets that are not directly related to the Company’s purpose as set forth in the first sentence of this Section 2.5.

2.6    Term.

The term of the Company commenced on the date of filing of the Delaware Certificate, andshallbeperpetualunlesstheCompanyisearlierdissolvedandterminatedinaccordancewith the provisions of this Agreement.

2.7    Titleto Property.

Title to Company Assets, whether tangible or intangible, shall be held in the name of the Company, and no Member, individually, shall have title to or any interest in such property by reason of being a Member. Membership Interests of each Member shall be personal property for all purposes.

2.8    Units;CertificatesofMembershipInterest;ApplicabilityofArticle8ofUCC.

MembershipInterestsshallberepresentedbyUnits,dividedintoClassAUnits(inthecase of the Class A Interest) and Class B Units (in the case of the Class B Interest). The Membership Interests represented by Class A Units and ClassB Units shall have the respective rights, powers and preferences ascribed to such Units in this Agreement. The class of Membership Interest of a Membershall beas provided in Exhibit B. TheMembers hereby specify, acknowledge and agree thatallUnits(andtheMembershipInterestsrepresentedthereby)aresecuritiesgovernedbyArticle 8and allotherapplicableprovisionsoftheUniformCommercialCode, andpursuantto theterms of Section 8-103(c) of the Uniform Commercial Code, such interests shall be “securities” and (except to the extent not represented by certificates as set forth in the following sentence) “certificatedsecurities”forallpurposesundersuchArticle8andunder allotherprovisionsofthe UniformCommercialCode.AllClassBUnits(andtheMembershipInterestsrepresentedthereby)

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and,solelyuponthewrittenrequestoftheClassAMembers,ClassAUnits(andtheMembership Interests represented thereby) shall be represented solely by certificates substantially in the form attached hereto as Exhibit C, which certificates the Managing Member shall deliver to each applicable Member upon the issuance of Units to such Member, shall be recorded in a register thereof maintained by the Company, and shall be subject to such rules for the issuance thereof in compliance with this Agreement, as the Managing Member may from time to time determine. Notwithstanding any other provision of this Agreement, a direct Transfer of all or any portion of the Membership Interests shall be effected by the Company registering such Transfer upon delivery of an endorsed certificate representing the limited liability company interests being transferred.

2.9    NoStateLaw Partnership.

The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than tax purposes, and this Agreement may not be construed to suggest otherwise.

2.10    Separateness.

The Managing Member shall cause the Company to maintain its existence separate and distinctfromanyotherPerson,includingtheMembers,includingcausingtheCompanytotakethe following actions:

(a)    maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtaining and preserving its qualificationtodobusinessineachjurisdictioninwhichsuchqualificationisorshallbenecessary toprotectthevalidityandenforceabilityofthisAgreementandeachotherinstrumentoragreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated hereby and thereby;

(b)    maintaining its own deposit accounts, separate from those of any other Person, any of its officers and their respective Affiliates;

(c)    conducting all material transactions between the Company and any of its Affiliates on an arm’s length basis and on a commercially reasonable basis;

(d)    conducting its affairs separately from those of any other Person, any of its officersoranyoftheirrespectiveAffiliatesandmaintainingaccurateandseparatebooks,records and accounts and financial statements, it being agreed that performance under the Transaction Documents shall not result in the Company’s contravening this Section 2.10(d);

(e)    acting solely inits ownlimited liability companyname and not that of any otherPerson,anyofitsofficersoranyoftheirrespectiveAffiliates,andatalltimesusingitsown invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates;

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(f)    maintainingallofitsAssetsinitsownnameandnotcomminglingitsAssets with those of another Person;

(g)    payingitsownoperatingexpensesandotherliabilitiesoutofitsownfunds;

(h)    not holding itself out as having agreed to pay, or as being liable for, the obligations of any other Person, any of its officers or any of their respective Affiliates;

(i)    not acquiring obligations of any other Person, any of its officers or any of their respective Affiliates;

(j)    refrainingfromdirectlyenteringintoanycross-marketingactivitieswithits Members or any of their Affiliates;

(k)    observing all limited liability company formalities, including maintaining meeting minutes or records of meetings and acting on behalf of itself only pursuant to due authorization, required hereby and by the Delaware Certificate; and

(l)    otherthan for taxpurposes, holding itselfout to thepublic as a legal entity separateanddistinctfromanyotherPerson,andcorrectinganyknownmisunderstandingregarding its separate identity.

ARTICLEIII

MEMBERSHIPINTERESTS;CAPITALCONTRIBUTIONS;MEMBERLOANS

3.1    Class A Interests.

On the Execution Date, Investor will be issued a limited liability company interest in the Companyrepresentedby theClassAUnits,comprisingonehundredpercent(100%)ofthe Class AInterest,andInvestorshallbeadmittedtotheCompanyasaClassAMemberuponitsexecution of a counterpart signature page to this Agreement. The Class A Members shall be entitled to the allocations, distributions and other rights as are prescribed for the Class A Members in this Agreement.TheClassAMember’sCapitalAccountbalanceasoftheExecutionDatewithrespect toitsClassAInterestshallbeasindicatedonExhibitB.ThenumberofClassAUnitsheldbythe InvestorwithrespecttoitsClassAInterestasoftheExecutionDateshallbethenumberindicated on Exhibit B.

3.2    Class B Interests.

OntheExecutionDate,allequityinterestsoftheCompanyownedbytheSponsorMember underthePriorLLCAgreementwillbeconvertedinto,andtheSponsorMemberwillbeissued,a limited liability company interest in the Company represented by the Class B Units, comprising one hundred percent (100%) of the Class B Interest, and Sponsor Member shall continue as a memberoftheCompanyastheClassBMemberuponitsexecutionofacounterpartsignaturepage tothisAgreement.TheClassBMembersshallbeentitledtotheallocations,distributionsandother rightsasareprescribedfortheClassBMembersinthisAgreement.TheClassBMember’sCapital AccountbalanceasoftheExecutionDate withrespect toitsClassBInterestshallbeas indicated

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onExhibitB.ThenumberofClassBUnitsheldbytheSponsorMemberwithrespect toitsClass B Interest as of the Execution Date shall be the number indicated on Exhibit B.

3.3    Capital Contributions.

(a)    On the MC Funding Date: (i) subject to the satisfaction of the conditions precedentset forthin Section3.7,theClassA Membershall contributetotheCompanytheClass AMemberInvestmentAmountwithrespecttotheMCFundingDate(suchcontribution,a“ClassA Mechanical Completion Contribution”), and (ii) the Class B Members shall contribute to the Company the amount necessary (taking into account the applicable contribution by the Class A Member on the MC Funding Date) to pay the MC Payment (as defined in the Purchase Agreement),anyProjectCostsandTransactionExpenses,ineachcasethendueandpayable(such contribution, a “Class B Mechanical Completion Contribution”).

(b)    On the SC Funding Date: (i) subject to the satisfaction of the conditions precedentset forthin Section3.8,theClassA Membershall contributetotheCompanytheClass A Member Investment Amount with respect to the SC Funding Date (such contribution, a “ClassA Substantial Completion Contribution”), and (ii) the Class B Members shall contribute to the Company the amount necessary (taking into account the applicable contribution by the Class A MemberontheSCFundingDate)topaytheSCPayment(asdefinedinthePurchaseAgreement), repay in full all indebtedness under the Construction Loan Agreement (other than any such indebtedness which will convert to backleverage indebtedness of the Class B Member on the SC Funding Date), any Project Costs and Transaction Expenses, in each case then due and payable (such contribution, a “Class B Substantial Completion Contribution”).

(c)    On the MC Funding Date, subject to payment by the Class A Member of theClassAMechanicalCompletionContributionandthepaymentbytheClassBMembersofthe Class B Mechanical Completion Contribution under Section 3.3(a), the Company shall use the Class A Mechanical Completion Contribution and the Class B Mechanical Completion Contribution to pay the MC Payment (as defined in the Purchase Agreement), all Project Costs and Transaction Expenses, in each casethendueand payable,and to theextent that such Class A Mechanical Completion Contribution and Class B Mechanical Completion Contribution in the aggregate exceed the amount so due and payable, any excess shall be deposited into a reserve account,tobeestablishedbytheManagingMemberwithabank,andpursuanttodocumentation, reasonably acceptable to the Class A Member.

(d)    OntheSCFundingDate,subjecttopaymentbytheClassAMemberofthe Class A Substantial Completion Contribution and the payment by the Class B Members of the Class B Substantial Completion Contribution under Section 3.3(b), the Company shall use the Class A Substantial Completion Contribution and the Class B Substantial Completion ContributiontopaytheSCPayment(asdefinedinthePurchaseAgreement),allProjectCostsand Transaction Expenses, in each case then due and payable, and to repay outstanding Construction Indebtedness.

(e)    Notwithstanding anything to the contrary herein but subject to Section3.4(d)and Section Error! Reference source not found., the Class A Members shall have no

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obligationtomakeanycapitalcontributionstotheCompanyaftertheendoftheCommitment PeriodoratanytimewhenthesumoftheClassAMemberMechanicalCompletionContributions and Class A Member Substantial Completion Contributions exceeds the Class A Member Commitment.

(f)    The Base Case Model will be rerun at the MC Funding Date and the SC FundingDateascontemplatedinthedefinitionoftheterm“UpdatedBaseCaseModel”toreflect the Capital Contributions actually made by the Class A Member as of each actual Funding Date, asapplicable.IftheUpdatedBaseCaseModeldeliveredinconnectionwiththeMCFundingDate ortheSCFundingDatewouldnototherwisedemonstrateachievementoftheInvestmentCriteria, then(i)thepercentagesharesofAvailableCashFlowandTCTAProceedsoftheClassAMembers set forth in Section 5.1shall be increased and (ii) the Class B Members shall make a Capital ContributiontotheCompanyandonehundredpercent(100%)ofsuchCapitalContributionshall be distributed to the Class A Members, pro rata in accordance with their Class A Units, in each casetotheextentrequiredtocausetheUpdatedBaseCaseModeltodemonstratetheachievement of the Investment Criteria.

(g)    If the MC Funding Date occurs during 2025 but the SC Funding Date has not occurred on or prior to December 1, 2025, then the Class B Member shall provide either (i) evidence and a written certification that no Inverter Block with respect to the Project will be Placed-in-Service prior to December 15, 2025, or (ii) a written notice that the Placed-in-Service Datehasoccurredorisanticipatedtooccur withrespecttooneormore InverterBlocksoroneor more Inverter Blocks has or is anticipated to be placed in service for U.S. federal income tax purposes, in either case, on or prior to December 15, 2025, but that the SC Funding Date is anticipatedtooccuraftersuchdate.IftheClassA Memberreceivesthewrittennoticesetforthin clause (ii) above, the Class A Member may, at its option, by notice to the Class B Member on or before December 20, 2025 (or such later date that is acceptable to the Class B Member) elect to make a Class A Member Capital Contribution on or before December 31, 2025 up to an amount that will cause the Class A Member’s Adjusted Capital Account balance to be equal to or greater than $0 (an “Interim Funding” and such date on which an Interim Funding is made, the “InterimFunding Date”) for such Taxable Year. The Class B Member shall cooperate in good faith to execute and deliver any amendments to this Agreement as the Class A Member may reasonably request or as otherwise may be necessary or proper to carry out the purpose of the foregoing election by such Class A Member.

3.4    OtherCapital Contributions.

(a)    ExceptasprovidedinSection3.3andthisSection3.4,andwithoutlimiting the obligations of the Class B Members in respect of Member Loans under Section 3.5(c), no Member shall be obligated to make a Capital Contribution after the Execution Date.

(b)    If the Managing Member determines that additional funds are required (i) to enable the Project Company to comply with its obligations under the Construction Loan AgreementpriortotheSCFundingDate,or(ii)toenabletheCompanytocauseitsassetsorassets oftheProjectCompanytobeproperlyoperatedandmaintainedortopayorperformtheobligations anddischargetheliabilitiesoftheCompanyortheProjectCompanyundertheTaxCreditTransfer

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Agreement or any Major Project Contract or Permit (any such circumstance, a “Cash Shortfall”), theManagingMembershallnotifytheMembersofsuchneed(suchnoticea“CapitalNotice”)and thentheClass B Members shall have the right, but not theobligation, by writtennoticedelivered totheManagingMemberandtheClassAMembersnotlaterthanten(10)BusinessDaysafterthe issuance by the Managing Member of a Capital Notice, to make additional Capital Contributions to the Company in the amount specified by the Managing Member in such notice. Distributions payabletotheClassBMembersshallnotbeaffectedbyanysuchadditionalCapitalContributions made by the Class B Members.

(c)    If any Class B Members do not elect to make an additional Capital ContributionafteraCapitalNoticewithinthetimespecifiedinSection3.4(b)orfailtomakesuch CapitalContributionpromptlyuponsuchelection,theClassAMembersandtheClassBMembers shall have the right but not the obligation (other than to the extent provided in Section 3.5(c)) to make Member Loans as provided in Section 3.5.

(d)    

(i)    Upon an Imputed Underpayment Final Determination, in order to fund the Company’s payment of a Class B Imputed Underpayment that results from such Imputed Underpayment Final Determination, the Class B Members shall have the obligation to contribute to the Company an amount equal to any Class B Imputed Underpayment(andanyassociatedpenalties,interestandadditionstotaxforsuchClassB ImputedUnderpayments),butnottoexceedtheImputedUnderpayment,intheformofan additional Capital Contribution.

(ii)    Upon an Imputed Underpayment Final Determination, in order to fund the Company’s payment of a Class A Imputed Underpayment that results from such Imputed Underpayment Final Determination, the Class A Members shall have the obligation to contribute to the Company an amount equal to any Class A Imputed Underpayments (and any associated penalties, interest and additions to tax for such Class A Imputed Underpayments), but not to exceed such Imputed Underpayment, in the form of an additional Capital Contribution.

(iii)    Upon an Imputed Underpayment Final Determination, in order to fund the Company’s payment of a Flip Imputed Underpayment that results from such Imputed Underpayment Final Determination, the Class A Members shall have the obligation to contribute to the Company their pro rata share of such Flip Imputed Underpayment and the Class B Members shall have the obligation to contribute their pro ratashareofsuchFlipImputedUnderpayment(suchproratadeterminationshallbemade based upon the allocation percentage set forth in Sections 4.2(a), 4.2(b)or 4.2(c)that was applicable for the tax year during which the Imputed Underpayment arose) in the form of an additional Capital Contribution.

(iv)    In the event that a Member fails to make a Capital Contribution under Sections 3.4(d)(i)through (iii) within ten (10) Business Days from the date such Member is notified by the Managing Member to make such Capital Contribution in

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accordance with Sections 3.4(d)(i)through (iii)(for the avoidance of doubt, after an Imputed Underpayment Final Determination has been made and after resolution of any disputepursuanttoSection10.3(b))(suchamount,ifsuchnoticebytheManagingMember hasbeentimelyprovided,beingan“ImputedUnderpaymentDefaultedContribution”):(A) the Imputed Underpayment Defaulted Contribution shall accrue interest, to the extent permitted by applicable law, from the date such Imputed Underpayment Defaulted Contribution was otherwise required to be contributed pursuant to Sections 3.4(d)(i)through (iii)until the date such amount is actually contributed to, and received by, the CompanyataperannumrateofSOFRplusthreepercent(3%);and(B)thenon-defaulting Membershall havetheright to makeaclaim on thedistributions otherwisepayableto the defaultingMemberinaccordancewithSections5.1(i)(i)or(ii),asapplicable,inanamount equaltotheImputedUnderpaymentDefaultedContributionplusinterestaccruedpursuant to Section 3.4(d)(iv)(A).

(v)    AllpaymentsrequiredtobemadeunderthisSection3.4(d)shallbe bywiretransferinimmediatelyavailablefunds.Fortheavoidanceofdoubt,theobligations of each Member pursuant to this Section 3.4(d)are several and not joint.

(e)    IntheeventaProposedChangeinTaxLaw(i)wastakenintoaccountasan adjustment to the Updated Base Case Model and (ii) has not been enacted into law on or before the date that is ten (10) days (excluding Sundays) after the date that is ten (10) days (excluding Sundays)aftertheadjournmentsinedieofthesecondsessionofthe119thUnitedStatesCongress, the Members shall re-run the Updated Base Case Model, adjusting only to no longer take into account such Proposed Change in Tax Law. In connection with such Updated Base Case Model, the percentage shares of Available Cash Flow and TCTA Proceeds of the Class A Members set forth in Section 5.1shall be adjusted, in each case in a manner reasonably satisfactory to the Members, to the extent required to cause the Updated Base Case Model to demonstrate the achievement of the Investment Criteria.

3.5    MemberLoans.

(a)    The Managing Member shall give written notice to the Members if, in the event of a Cash Shortfall, the Class B Members do not elect to make an additional Capital ContributionafteraCapitalNoticewithinthetimespecifiedinSection3.4(b)orfailtomakesuch Capital Contribution promptly upon such election in the full amount specified in the applicable Capital Notice (such written notice, a “Member Loan Notice”).

(b)    Upon receipt of a Member Loan Notice, the Class A Members shall have the right (but not the obligation), by written notice delivered to the Managing Member not later than ten (10) Business Days after its receipt of the Member Loan Notice, to make a loan to the CompanyuptotheamountnecessarytocuretheCashShortfall.Suchloanshallbearinterestfrom the date funded to the date repaid in full at a rate per annum equal to the greater of (i) Class A MemberBaseReturnplus2%and(ii)SOFRplus6%(but inanyeventnotexceedingthehighest rateofinterestthatmaybechargedbytheClassAMembersinaccordancewithApplicableLaw). IfthereismorethanoneClassAMember,theneachClassAMemberwillhavetheright(butnot theobligation)toparticipateinsuchloanratablyinproportiontothenumberofClassAUnitsthat

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itholdsrelativetotheaggregatenumberofallthenoutstandingClassAUnits;provided,however,that ifany Class AMemberdoes not wish to advanceits proportionateshareofany such loan,an amount equal to such proportionate share may instead be advanced by the remaining Class A Members,witheachsuchremainingMembercontributingratably(orasotherwiseagreedamongst such remaining Class A Members) in proportion to its holding of all then outstanding Class A Units(excludinginsuchdeterminationofoutstandingClassAUnitsallthenoutstandingClassA Units of any Class A Member that does not wish to advance such proportionate share).

(c)    IftheClassAMembersdonotelecttomaketheMemberLoanasprovided in Section 3.5(b), or if additional funds arestill required per the Member Loan Notice to curethe CashShortfall,thentheClassBMembersshallbeobligatedtomakealoantotheCompanyinthe amount necessary to cure such Cash Shortfall. Such loan shall bear interest from the date funded to the date repaid in full at a rate per annum equal to SOFR plus 2.5% (but in any event not exceedingthehighestrateofinterestthatmaybechargedinaccordancewithApplicableLaw).If there is more than one Class B Member, then each Class B Member will have the right (but not theobligation)toparticipateinsuchloanratablyinproportiontothenumberofClassBUnitsthat itholdsrelativetotheaggregatenumberofallthenoutstandingClassBUnits;provided,however,that ifany Class B Memberdoes not wish to advanceits proportionateshareofany such loan,an amount equal to such proportionate share may instead be advanced by the remaining Class B Members,witheachsuchremainingClassBMembercontributingratably(orasotherwiseagreed amongst such remaining Class B Members) in proportion to its holding of all then outstanding Class B Units (excluding in such determination of outstanding Class B Units all thenoutstanding Class B Units of any Class B Member that does not wish to advance such proportionate share).

(d)    To the extent the Class B Members have provided or are maintaining (or arecausinganAffiliatetoprovideormaintain)lettersofcredit,guarantees,bonds,suretycontracts or other credit support arrangements (and any related reimbursement obligation) (“ProjectSecurity”)tosupportthepaymentandperformanceobligationsoftheProjectCompanyunderany ApplicableLaw,PermitorMajorProjectContract,orotherinstrumentsorfinancingarrangements thattheCompanymaydrawuponaftertheSCFundingDate,inaccordancewiththetermsofthis Agreement,suchProjectSecurityshallbedeemedtobeaMemberLoanmadetotheCompanyby theClassBMemberonthesametermsasaloanmadeunderSection3.5(c).AnyProjectSecurity provided or maintained by the Class B Member or any of its Affiliates shall be returned to the ClassBMember(oritsapplicableAffiliate)upontheirrelease(togetherwithanyinterestthereon received by the Company).

(e)    InterestonandtheprincipalamountofeachMemberLoanshallbepaidon each Distribution Date from Available Cash Flow prior to the making of any payments provided forin Section 5.1and on any PurchaseOption Datein the following order orpriority: (1) first, to theClassBMembers,prorata,inrelationtoanyMemberLoanresultingfromadrawuponProject Security, (2)second, to theClass AMembers, pro ratain relation to any MemberLoans madeby the Class A Members; and (3) third, to the Class B Members, pro rata in relation to any other Member Loan made by the Class B Members.

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(f)    Any loan described in this Section 3.5shall constitute an unsecured loan from the applicable Member(s) to the Company and shall not be deemed to be a Capital Contribution.

3.6    CommitmentFee;NoRighttoReturnofCapitalContributions.

(a)    The Class B Members shall pay to the Class A Member on the Execution Date, a commitment fee equal to the product of (x) 0.75% times (y) the Class A Member Commitment.TheMembersagreethatpaymentsmadepursuanttothisSection3.6(a)shallbepaid bytheClassBMembersdirectlytotheClassAMembersandshallnotberegardedasadistribution ofAvailableCashFlow orareturnofanyCapital ContributiontotheClassAMembers andshall not be deemed a Capital Contribution of the Class B Members, and payments made pursuant to this provision shall not be taken into account in determining the Capital Account balance of any MemberortheachievementoftheClassAMemberBaseReturn.ThefeedescribedinthisSection3.6(a)shallbedeemedfullyearnedontheExecutionDateand,oncepaid,shallbenon-refundable.

(b)    ExceptasotherwiseprovidedinthisAgreement,noMembermayrequirea returnofanypartofitsCapitalContributionsorthepaymentofinterestthereonfromtheCompany or from another Member. An unrepaid Capital Contribution is not a liability of the Company or any Member or counted toward the achievement of the Class A Member Base Return.

3.7    Conditions to the Obligations of Class A Member on the MC Funding Date.

TheobligationoftheClassAMembertopaytheClassAMechanicalCompletion Contribution shall be subject to the satisfaction, or waiver (in its sole discretion) by the Class A Member, of each of the conditions precedent forth below:

(a)    MCFundingDateNotice.TheClassAMembershallhavereceivedatleast ten (10) Business Days’ prior written notice from the Class B Members of the expected MC FundingDate,whichnoticeshall(i)includetheanticipatedMCFundingDateandtheanticipated Class A Member Investment Amount and (ii) specify the Person(s) (and the account information withrespectthereto)designatedtoreceivetheproceedsoftheCapitalContributionoftheClassA Member payments to be made on the MC Funding Date (the “MC Funding Date Notice”).

(b)    Purchase Agreement. The Purchase Agreement shall be in full force and effect, and no breach, default or any other event, condition or circumstance has occurred thereunderorin relation thereto that permits (orwould permit with noticeorthepassageoftime) theSellertocancelorterminatethePurchaseAgreementortoterminateitsobligationsthereunder, andtheClassAMembershallhavereceivedatrue,correctandcompletecopyofthefullyexecuted Membership Interest Assignment Agreement (as defined in the Purchase Agreement);

(c)    Mechanical Completion and IE Certificate. (i) Mechanical Completion of the first circuit of the Project and Mechanical Completion of the Project’s substation shall have been achieved; providedthat the MC Funding must occur prior to the date on which any portion of the Project has been placed in service for federal income tax purposes; (ii) Substantial Completion and “Commercial Operation” within the meaning of the Offtake Agreement and

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InterconnectionAgreementshallbecapableofbeingachievedbytheTargetSCFundingDateand (iii)theClassAMembershallhavereceivedacertificateoftheIndependentEngineer,intheform attached hereto as Exhibit G-1;

(d)    Not Placed in Service. With respect to each Inverter Block composing any part of such Project, none of clauses (b), (d)or(e)set forth in the definition of Placed-in-Service shall have been achieved or shall have occurred;

(e)    NoMaterialAdverseEffect.(i)NoMaterialAdverseEffectwithrespectto the Guarantor, the Seller, the Company, the Project Company or the Project shall have occurred andiscontinuingand(ii)thereshallhavebeennomaterialadversechangeintheabilitytoperform of a counterparty to a Major Project Contract;

(f)    RepresentationsandWarranties.Eachoftherepresentationsandwarranties of the Class B Members (including in its capacity as the Sponsor Member) set forth in this AgreementoranycertificatedeliveredinconnectionwiththisAgreementshallbetrueandcorrect in all material respects as of the MC Funding Date;

(g)    TransactionDocuments.(i)EachTransactionDocument(otherthantheTax Credit Transfer Agreements) shall have been executed and delivered by all parties thereto, and shall be in full force and effect, (ii) each of the Guarantor, Seller and each Class B Member shall haveperformeditsrespectiveobligationsundertheTransactionDocumentstowhichsuchPerson is party to be performed prior to the MC Funding Date, and (iii) no such party shall be in default of, and no event or circumstance shall have occurred with respect to Seller, any Class B Member or any of their respective Affiliates that would, with the giving of notice and/or the lapseof time, result in a default of, itsrespective obligations under any of the Transaction Documents to which such Person is a party;

(h)    MajorProject Contracts. (i)The Class AMember shall have receivedtrue, correctandcompletecopiesofeachMajorProjectContract,(ii)eachMajorProjectContractshall be in full force and effect and, with respect to each Major Project Contract executed since the Execution Date and not previously approved by the Class A Member, shall be in form and substancereasonablysatisfactorytotheClassAMember,and(iii)theProjectCompanyshallhave performed in all material respects its obligations under each Major Project Contract to be performed prior to the MC Funding Date and (iv) the Project Company shall not be in material default of any obligations under any such Major Project Contract and no event or circumstance shall have occurred with respect to the Project Company that would reasonably be expected to, with the giving of notice and/or the lapse of time, result in a material default of, its obligations under any of such Major Project Contracts;

(i)    Assignment of Contracts. Any Contract applicable to the construction, operation or maintenance of the Project that was not in the name of the Project Company shall havebeenassignedandtransferredtotheProjectCompanyinamannerreasonablysatisfactoryto theClassAMember(unlesssuchContractiscontemplatedtobeinthenameofanAffiliateofthe Project Company pursuant to the Transaction Documents and except for any credit support delivered by Guarantor or an Affiliate of Guarantor);

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(j)    Construction Loan. The Construction Loan Agreement and related loan documentsshallhavebeenexecutedanddeliveredbyallpartiesthereto,andshallbeinfullforce and effect, and no breach, default or any other event, condition or circumstance has occurred thereunderorin relation thereto that permits (orwould permit with noticeorthepassageoftime) the financing providers thereunder to cancel or terminate the Construction Loan Agreement or to terminate their commitments thereunder, or otherwise to exercise remedies thereunder. The financingproviderspartytotheConstructionLoanAgreement(ortheiragent)shallhaveexecuted and delivered the Forbearance Agreement, and the Forbearance Agreement shall be in full force and effect;

(k)    Permits. The Project Company shall have obtained or received all Permits required to have been obtained or received by it as of the MC Funding Date for the installation, testing, construction, operation, ownership and use of the Project and the transactions contemplated hereby, as identified in Part Iof Schedule 2, in form and substance reasonably satisfactoryto the Class AMember, and such Permits arein full force and effect, except as noted in Part I of Schedule 2 any express appeals periods set forth in the statutes and regulations governing issuance of such Permits have expired, andtrue, correct and complete copies thereof shall have been Made Available to the Class A Member;

(l)    Updated Base Case Model. The Class A Member shall have received the Updated Base Case Model, and such Updated Base Case Model shall be (i) with respect to the inputsandassumptionsincludedtherein,informandsubstancereasonablyacceptabletotheClass A Member and (ii) with respect to the calculations included therein, in form and substance acceptable to the Class A Member;

(m)    Cost Seg/Appraisal Report. The Class A Member shall have received the Cost Seg/Appraisal Report (and, unless such report is directly addressed to the Class A Member, arelianceletterfromtheAppraiser),informandsubstancereasonablysatisfactorytotheClassA Member;

(n)    Independent Engineer Report. The Class A Member shall have received a bring down of the Independent Engineer Report (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Independent Engineer), and, to the extent not included or attached to the Independent Engineer Report, a geotechnical report for the Project in each case in form and substance reasonably satisfactory to the Class A Member;

(o)    InsuranceCertificates.TheClassAMembershallhavereceivedcertificates ofinsuranceorotherevidenceinformandsubstancereasonablyacceptabletotheClassAMember demonstrating that the Project Company and the Project is covered by the insurance policies meeting the requirements of this Agreement and that such policies are in full force and effect;

(p)    Insurance Consultant Report. The Class A Member shall have received a bringdownoftheInsuranceConsultantReport(and,unlesssuchreportisdirectlyaddressedtothe Class A Member, a reliance letter from the Insurance Consultant,) each in form and substance reasonablysatisfactorytotheClassAMember;provided,however,thattotheextenttheInsurance Consultant Report provided in connection with the Execution Date was provided no more than

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ninety (90) days prior to the MC Funding Date and no material change has occurred to the facts and circumstances relevant to such report that reasonably requires updating such report, this Section 3.7(p)shall be considered satisfied;

(q)    Reserved;

(r)    Environmental Report. (i) If the site visit, records review, lien search, environmental professional’s declaration and owner/operator interviews performed for the Environmental Report were conducted more than one hundred eighty (180) days prior to the MC Funding Date, then the Class A Member shall have received a bringdown of such Environmental Report(and,unlesssuchreportisdirectlyaddressedtotheClassAMember,arelianceletterfrom theEnvironmentalConsultant),and(ii)ifasoftheMCFundingDateoneyearormorehaselapsed sincethedateofthesitevisit,recordsreview,liensearch,environmentalprofessional’sdeclaration andowner/operatorinterviewsperformedfortheEnvironmentalReport,thentheClassAMember shall have received a new Phase I Environmental Site Assessment (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Environmental Consultant), in each case, compliant with, and not expired under,the applicableAmerican Society for Testing and Measurements (ASTM) standard, in form and substance reasonably satisfactory to the Class A Member;

(s)    [Reserved;]

(t)    Title Policy. The ClassA Member shall have received (i) an updated then-currentALTASurvey,includingtheasdesignedsiteplanasanoverlayoftheProjectshowingthe plannedlocationoftheimprovementstobelocatedontheProjectSitebasedonas-builtplansfrom theEPCContractorinaformsubstantiallysimilartotheALTASurveydeliveredonthePurchase Date(provided,however,anupdatedALTASurveywillnotberequiredontheMCFundingDate iftheALTASurveyprovidedonorbeforetheExecutionDateasrequiredbySection3.9(v)below is dated within 60 days of the MC Funding Date), and (ii) a date down endorsement to the Title Policy (or a date-down endorsement or similar endorsement or modification thereto), or an irrevocablecommitmentbytheTitleCompanyintheformofaclosinginstructionlettersignedby the Title Company (in form and substance reasonably satisfactory to the Company and the Investor), to issue the date down endorsement, which date down endorsement shall, among other things,(A)extendtheeffectivedateoftheTitlePolicytotheMCFundingDate,(B)includeNon-Imputation and Additional Insured endorsements in favor of the Class A Member and any other endorsementsfortheProjectSitereasonablyrequestedbytheClassAMember,actingreasonably and (C) a reference to the as-built ALTA Survey;

(u)    Estoppel Certificates. The Class B Member shall have Made Available to the Class A Member the MC Estoppel Certificates, in the applicable forms attached hereto as ExhibitKorotherwiseinformandsubstancereasonablyacceptabletotheClassAMember,from each relevant counterparty to be dated within thirty (30) days of the MC Funding Date;

(v)    Lien Waivers. The Class A Member shall have received true, correct and complete copies of conditional or unconditional lien waivers, each complying with statutory

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requirementsapplicablethereto,executedbythecounterpartiestoeachConstruction Contractfor amounts previously paid and, for conditional lien waivers, amounts then due thereunder;

(w)    No Litigation. (i) There shall be no judgments or lawsuits, pending or threatened in writing, against any of the Guarantor, the Project Company, Seller or, the Major ProjectCounterparties,ineachcasethatwouldimpedetheconstructionoroperationoftheProject in accordance with any of the Major Project Contracts or any of the Transaction Documents and (ii)noclaims,disputes,governmentalinvestigations,suits,actions(includingnon-judicialrealor personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of anynature,domesticorforeign,criminalorcivil,atlaworinequity,shallhavebeeninstitutedor threatenedinwritingandremainpending,ineachcasethathasareasonablelikelihoodofsuccess, thatseektoimpair,restrainorprohibittheconsummationofthetransactionscontemplatedbythe Transaction Documents;

(x)    NoDefaultsUnderMajorProjectContracts.(i) Allamountsrequiredtobe paid by the Project Company as of the MC Funding Date under any Major Project Contract shall have been or will be paid as of the MC Funding Date, and, if any such amounts are subject to a bona fide dispute, an amount not less than the amounts in dispute shall have been retained by Company(orotherwisereservedbytheProjectCompany)forpaymentof suchdisputedamounts in a cash reserve account; (ii) neither the Project Company nor any Major Project Counterparty shall have materially breached the Major Project Contracts where such breach remains uncured; and (iii) all required financial security required to be provided under the Major Project Contracts as of the MC Funding Date shall have been delivered in accordance with such Major Project Contracts;

(y)    CommitmentExpirationDate.TheMCFundingDateshallbenotlessthan ninety (90) days prior to the Commitment Expiration Date;

(z)    ConstructionBudget.TotheextenttheupdatedBaseCaseModelprovided to the Class A Member pursuant to Section 3.7(l)incorporates any updates to the construction budget for the Project delivered to the Investor pursuant to Section 3.9(f), the Class A Member shall have received copies of a budget for the completion of construction of the Project, and an updatedconstructionscheduleandplanthatdemonstratesthattheProjectiswithinthebudget (or otherwise has sources of funding to pay any excess amounts) and that each Inverter Block that composes the Project will be placed in service for U.S. federal income tax purposes no later than the Target SC Funding Date;

(aa)    NoChangeinTaxLaw.NoChangeinTaxLaworProposedChangeinTax Lawshallhaveoccurred sincetheExecutionDate thathasnotbeenappropriatelyreflectedinthe UpdatedBaseCaseModel(i)withrespecttotheinputsandassumptionsincludedtherein,inform and substance reasonably acceptable to the Class A Member and (ii) with respect to the calculations included therein, in form and substance acceptable to the Class A Member;

(bb)    Tax Opinion. The Class A Member shall have received a tax opinion from Milbank LLP or another nationally-recognized Tax counsel selected by the Class A Member in form and substance acceptable to the Class A Member;

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(cc)    TaxCertificates.TheClassAMembershallhavereceivedfromtheSponsor Member an executed copy of (i) the Beginning of Construction Bring-Down Certificate, (ii) the and (iv) the Energy Community Bring-Down Certificate.

(dd)    NoChangeinApplicableLaw.NoChangeinApplicableLawEventshall haveoccurred;

(ee)    Third-PartyConsents.TheProjectCompanyandtheCompanyeachshall havereceivedallmaterialthird-partyconsentsandapprovals,andshallhavemadeallmaterial filingswithGovernmentalAuthoritiestodevelop,site,construct,operateandmaintaintheProject, in each case, required to be obtained or made as of the MC Funding Date;

(ff)    No Condemnation or Casualty. No condemnation shall have occurred and be pending against the Project, and no Event of Loss shall have occurred and be continuing with respect to the Project;

(gg)    IRS FormW-9. TheSellershall havedelivered to theCompanyaproperly executed IRS Form W-9;

(hh)    LienSearches.TheProjectCompanyandtheProjectshallbefreeandclear of all Encumbrances other than Permitted Liens, and the Class A Member shall have received copies of recent Uniform Commercial Code, litigation, tax and bankruptcy search reports for the Seller, the Company, the Class B Members, and the Project Company, and bankruptcy search reports for the Guarantor and such search reports shall be reasonably satisfactory to the Class A Member;