Document

Exhibit 10.27

CONSENT AND THIRD OMNIBUS AMENDMENT

This CONSENT AND THIRD OMNIBUS AMENDMENT (the “Amendment”), dated as 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 and assigns in such capacity, “Administrative Agent”), Natixis, New York Branch, in its capacity as the collateral agent for the Secured Parties (together with its successors, 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”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower 2”, and together with the Devco Borrower and the Opco Borrower 1, the “Borrowers”), American Beech Solar LLC, a North Carolina limited liability company (the “American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited liability company (the “American Beech TE Partnership”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“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”), American Beech Class B LLC, a Delaware limited liability company (the “Class B Member (American Beech)”) and Prairie Class B LLC, a Delaware limited liability company (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, the Borrowers have entered into that certain Credit Agreement, dated as of December 31, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of May 6, 2025, that certain Second Amendment to Credit Agreement, dated June 12, 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, dated as of August 27, 2025, that certain Seventh Amendment and Consent to Credit Agreement, dated as of September 2, 2025, and that certain Waiver Number 2 and Eighth Amendment to Credit Agreement, dated as of October 14, 2025 (the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment and as may be further amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), with the financial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of

credit, Administrative Agent, Collateral Agent, and the other agents and persons from time to time 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) that certain Amended and Restated Depositary Agreement, dated as of July 9, 2025 (the “Existing Depositary Agreement”).

C. WHEREAS, the applicable Project Group Members wish to enter into (or cause 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), substantially in the form attached hereto as Exhibit B (the “LLCA”), and (iii) that certain Consent and Agreement, by and among Tax Equity Investor, Class B Member (Prairie), OpCo Borrower 2, 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 the form 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 BGREEN III Co-Investment Fund C LP, and BXC BGREEN III Parallel Co-Invest Fund SE II LP (each a “BX Entity” and collectively, the “BX Entities”), in favor of the Class B Member (Prairie) (the “BX Guaranty”), (vi) that certain Sponsor Guaranty by MN8 Energy LLC, a Delaware limited liability company (the “Sponsor”), in favor of the Tax Equity Investor, substantially in the form attached hereto as Exhibit E (the “Sponsor Guaranty” and together with the Purchase Agreement, the LLCA, the Interparty Agreement, the MIAA and the BX Guaranty, the “Prairie Tax Equity Documents”).

D. WHEREAS, Sponsor has entered into that certain Equity Contribution Agreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

E. WHEREAS, in connection with the execution of the Prairie Tax Equity Documents, 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.

C. WHEREAS, the applicable Project Group Members wish to enter into (or cause 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), substantially in the form attached hereto as Exhibit B (the “LLCA”), and (iii) that certain Consent and Agreement, by and among Tax Equity Investor, Class B Member (Prairie), OpCo Borrower 2, 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 the form 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 BGREEN III Co-Investment Fund C LP, and BXC BGREEN III Parallel Co-Invest Fund SE II LP (each a “BX Entity” and collectively, the “BX Entities”), in favor of the Class B Member (Prairie), substantially in the form attached hereto as Exhibit D-1 (the “BX Guaranty”), (vi) that certain Sponsor Guaranty by MN8 Energy LLC, a Delaware limited liability company (the “Sponsor”), in favor of the Tax Equity Investor, substantially in the form attached hereto as Exhibit E (the “Sponsor Guaranty” and together with the Purchase Agreement, the LLCA, the Interparty Agreement, the MIAA and the BX Guaranty, the “Prairie Tax Equity Documents”).

D. WHEREAS, Sponsor has entered into that certain Equity Contribution Agreement with the Administrative Agent and Collateral Agent (the “Equity Contribution Agreement”).

E. WHEREAS, in connection with the execution of the Prairie Tax Equity Documents, 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.

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, the undersigned Lenders constituting all Lenders have agreed to such consents and amendments to the Existing Credit Agreement and the Existing Security Agreement, 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:

CONSENT AND AMENDMENT

1. Consent and Agreement.

(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) Effective as of the Amendment Effective Date, the Borrowers, the Sponsor 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 Equity Documents, the Prairie Tax Equity Documents shall constitute Tax Equity Documents with respect to the Prairie Project and (ii) the Updated Base Case Model shall constitute the Base Case

Model; provided that, 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. Collateral Agent (acting at the direction of the Secured Parties) agrees that, effective immediately upon the dissolution of Prairie Solar Holdings and delivery to the Collateral Agent of evidence of such dissolution: (a) the Collateral Agent’s Lien on the Collateral of Prairie Solar Holdings under the Existing Security Agreement shall, automatically and with no further 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 termination statements or other filings necessary to terminate or release, as of record, any security interests and all notices of security interests and liens previously filed with respect to Prairie Solar 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 respect to Sections 3(f) and 3(g)), the Issuing Banks, and the undersigned Lenders constituting all Lenders hereby agree as follows:

(a) Schedule 6.1(d) (Consents to Collateral Assignment) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit F hereto.

(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 Prairie Project, will own one hundred percent (100%) of the Equity Interests in the Prairie Project Company.

“Prairie TE Partnership LLCA” means that certain amended and restated limited 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 Project has not been Placed in Service for U.S. federal income tax purposes at least seventeen (17) days prior to January 1, 2026. For the purposes of this Section 9.1(u), capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Prairie TE Partnership 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 G hereto (the Existing Security Agreement, as so amended and as may be further amended, 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 H hereto (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 Depositary Agreement, and effective as of the Amendment Effective Date, becomes a party to the 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 the rights and obligations of a “Prairie TE Partnership” under the Depositary Agreement and shall 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. Representations and Warranties. Each Borrower Entity hereby represents and warrants that:

(a) No Default or Event of Default has occurred and is continuing as of the date 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, in Article III of the Security Agreement and in Article II of the Depositary Agreement is true and correct in all material respects as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier 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 (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 requisite corporate, limited liability company or partnership (as applicable) power and authority to

execute, deliver and perform this Amendment, the Credit Agreement, the Security Agreement and 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, enforceable against such Borrower Entity in accordance with its terms, except as the enforceability 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 of this Amendment, the Credit Agreement, the Security Agreement and the Depositary Agreement do not and, to the Knowledge of such Borrower Entity, will not (a) violate any Applicable Law or 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 Borrower Entity or such Borrower Entity’s assets, or give rise to a right thereunder to require any material payment to be made by such Borrower Entity or (d) except for the Liens created pursuant 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, the Collateral Agent and the Depositary (which may include a copy transmitted by facsimile 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 D and 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 Prairie TE

Partnership, dated as of the Amendment Effective Date, certifying as to (A) each entity’s certificate of good standing in its state of incorporation or formation, dated as of a recent date, (B) each entity’s certificate of formation and operating agreement as then in effect, and (C) a certificate of another responsible officer as to the incumbency and specimen signature of the natural persons authorized to execute and deliver each Prairie Tax Equity Document to which such entity is a party and, with respect to the Borrowers, this Amendment.

(e) Delivery to the Administrative Agent of a certificate of status, good standing or equivalent, as applicable, for the jurisdiction of formation of each Borrower, the Prairie Project Company, the Class B Member (Prairie), Prairie TE Partnership and the Tax Equity Investor as of the Amendment Effective Date.

(f) Delivery to the Administrative Agent of the Cost Seg/Appraisal Report (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 “Updated Base Case Model”), in form and substance reasonably acceptable to the Administrative 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 certificates and accompanying transfers representing (i) 100% of the Class B membership interests 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) Payment of all fees, costs and other expenses (including all reasonably out-of-pocket costs, fees and expenses (including legal expenses)) and all other amounts then due and payable by the Borrowers pursuant to the Credit Agreement.

(m) The representations and warranties set forth in Section 3 are true and correct 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) No Default or Event of Default has occurred and is continuing as of the date hereof or would result from the execution, delivery and performance of this Amendment.

(o) Delivery to the Administrative Agent of the following opinions, in form and 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 state energy regulatory and state and local permitting matters, (iii) a legal opinion of Milbank LLP, 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 relating to the LLCA, which, in each case, will include the Administrative Agent as an addressee.

(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 continue in full force and effect and that all of its payment obligations, 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 execution or effectiveness of this Amendment or any of the transactions contemplated hereby and (b) confirms the security interests in the Collateral granted by it pursuant to the applicable Security Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

7. Credit Document. This Amendment constitutes a “Credit Document” for purposes 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 in the Credit Documents shall be deemed to refer to the Depositary Agreement as amended by this 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. All headings in this Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision 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. This Amendment may be executed in multiple counterparts, each of 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 party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, 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 as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or 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 full force and effect. The consent and amendment granted herein shall apply solely to the matters set forth herein and to the extent expressly set forth herein and such consent and amendment shall 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. Direction to Administrative Agent. Each of the undersigned Lenders hereby directs 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,

execute this Amendment and the Interparty Agreement. The Collateral Agent shall have all of the rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the undersigned, by their officers thereunto duly authorized, have duly executed this Amendment as of the date first written above.


			MN8 DEVCO 3 LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			MN8 FMG CLASS B LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

			MN8 BLEEKER 2 LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			AMERICAN BEECH SOLAR LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

			AMERICAN BEECH SOLAR HOLDINGS LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

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


			BLUEBIRD SOLAR LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			BLUEBIRD SOLAR INVESTMENTS LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			PRAIRIE SOLAR HOLDINGS LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			PRAIRIE SOLAR 1 LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			MN8 FMG LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

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


			AMERICAN BEECH CLASS B LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory


			PRAIRIE CLASS B LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			PRAIRIE BX LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory



			MN8 ENERGY LLC



			By:			/s/ David Callen
			Name: David Callen
			Title: Authorized Signatory

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


			NATIXIS, NEW YORK BRANCH,
			as Administrative Agent



			By:			/s/ Daniel Fahey
			Name: Daniel Fahey
			Title: Director




			By:			/s/ Connie Moy
			Name: Connie Moy
			Title: Director

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


			NATIXIS, NEW YORK BRANCH,
			as Collateral Agent




			By:			/s/ Daniel Fahey
			Name: Daniel Fahey
			Title: Director




			By:			/s/ Connie Moy
			Name: Connie Moy
			Title: Director

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


			NATIXIS, NEW YORK BRANCH,
			as a Lender




			By:			/s/ James Kaiser
			Name: James Kaiser
			Title: Managing Director




			By:			/s/ Eva Cayrac
			Name: Eva Cayrac
			Title: Vice President

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


			HSBC BANK USA N.A.,
			as a Lender




			By:			/s/ Karun Chopra
			Name: Karun Chopra: 23341
			Title: Director, HSBC Infrastructure Finance

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


			SOCIÉTÉ GÉNÉRALE,
			as a Lender




			By:			/s/ Stephania Vasilieva
			Name: Stephania Vasilieva
			Title: Vice-President

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


			ZIONS BANCORPORATION,
			as a Lender




			By:			/s/ Jack Scanlon
			Name: Jack Scanlon
			Title: Authorized Signatory

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


			TEXAS CAPITAL BANK,
			as a Lender




			By:			/s/ Leila Z. Aloi
			Name: Leila Z. Aloi
			Title: Managing Director

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


			BANCO DE SABADELL, S.A. MIAMI BRANCH,
			as a Lender




			By:			/s/ Enrique Castillo
			Name: Enrique Castillo
			Title: Head of Corporate Banking

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

EXHIBIT A

PURCHASE AGREEMENT

by and between

MN8 DEVCO 3 LLC,

a Delaware limited liability company,

as Seller,

and

PRAIRIE BX LLC,

a Delaware limited liability company

as Company

Dated as of November 3, 2025

TABLE OF CONTENTS


		Page


ARTICLE 1 DEFINED TERMS		1

1.1	Defined Terms	1
1.2	Construction	19

ARTICLE 2 PURCHASE OF PROJECT		20

2.1	Purchase of Project	20
2.2	Completion of Project	22
2.3	Conditions Precedent to the Obligations to Purchase and Make MC Payment	23
2.4	Conditions Precedent to the Obligations to Make SC Payment	28
2.5	Conditions Precedent to Effectiveness	33
2.6	Site Access	35

ARTICLE 3 REPRESENTATIONS AND WARRANTIES		35

3.1	Representations and Warranties of Seller	35
3.2	Representations and Warranties of Company	46
3.3	No Other Seller Representations	47

ARTICLE 4 TERMINATION; INDEMNIFICATION		48

4.1	Termination	48
4.2	Procedure and Effect of Termination	48
4.3	Indemnification by Seller	49
4.4	ITC Loss	50
4.5	Duty to Mitigate	52
4.6	LIMITATION OF LIABILITY	52
4.7	Indemnification Procedures For Third-Party Claims	53
4.8	Indemnification Procedures For Non-Third-Party Claims	53

ARTICLE 5 DISPUTE RESOLUTION		54

5.1	Governing Law	54
5.2	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	54

ARTICLE 6 GOOD FAITH NEGOTIATIONS; FORCE MAJEURE		54

6.1	Good Faith Negotiations	54
6.2	Force Majeure	54

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

TABLE OF CONTENTS

(continued)


		Page

ARTICLE 7 GENERAL PROVISIONS		55

7.1	Exhibits and Schedules	55
7.2	No Partnership	55
7.3	Notices	55
7.4	Amendment, Modification and Waiver	57
7.5	Rights and Remedies	57
7.6	Severability	57
7.7	Entire Agreement	57
7.8	Counterparts	57
7.9	Parties in Interest; Survival	57
7.10	Assignment	58
7.11	Public Announcements	58
7.12	Confidential Information	58
7.13	Disclosure	59

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PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedules, Exhibits and Annexes


Schedule 1			Knowledge Individuals
Schedule 3.1(g)			Major Project Contracts
Schedule 3.1(k)			Permits
Schedule 3.1(p)			Environmental Matters
Schedule 3.1(u)			Taxes

Exhibit A			Form of Purchase Date Notice
Exhibit B			Form of SC Payment Date Notice
Exhibit C			Form of Membership Interest Assignment Agreement
Exhibit D			Insurance Requirements
Exhibit E			[Reserved]

Exhibit F-1			Form of Beginning of Construction Certificate
Exhibit F-2			Form of Beginning of Construction Bring-Down Certificate
Exhibit G-1			[Reserved]
Exhibit G-2			[Reserved]
Exhibit H-1			Form of Energy Community Certificate
Exhibit H-2			Form of Energy Community Bring-Down Certificate
Exhibit I-1			Form of Independent Engineer’s MC Payment Date Certificate
Exhibit I-2			Form of Independent Engineer’s SC Payment Date Certificate
Exhibit J			Forms of Estoppel Certificates
Exhibit K-1			[Reserved]
Exhibit K-2			[Reserved]
Exhibit L			Form of Payoff Letter

-iii-

PURCHASE AGREEMENT (PRAIRIE BX LLC)

PURCHASE AGREEMENT

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 use of “Party” herein means Seller or the Company, and “Parties” means Seller and the Company.

RECITALS

1. Seller is in the business of developing, owning and operating photovoltaic solar energy generating facilities, and is experienced in the designing, engineering, procuring equipment, 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) on a turnkey, fixed-price basis, and Seller desires to cause such services to be performed.

3. Seller owns 100% of the Equity Interests in Prairie Solar Holdings LLC, a Delaware limited liability company (“Prairie Holdings”), which owns 100% of the Equity Interest in Prairie Solar 1, LLC (the “Project Company”) that owns the 183 MWDC solar 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, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE 1

DEFINED TERMS

1.1 Defined Terms. As used herein, the following terms have the following meanings:

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

“Advisors” is defined in Section 7.12.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“Affiliate” means, with respect to any Person, a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person 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; provided that 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 further payment (the “additional payment”) to that Person so that the sum of the base payment plus the additional payment shall, after deduction of the amount of all federal income taxes required to be paid by such Person in respect of the receipt or accrual of the base payment and the additional payment, using an assumed rate equal to the Highest Marginal Rate (and ignoring state and local taxes), and taking into account any federal income tax savings realized by the recipient as a result of the payment or the event giving rise to the payment, using an assumed rate equal to the Highest Marginal Rate (and assuming the recipient has sufficient taxable income to fully utilize on a current basis any tax benefits resulting from the payment or the event giving rise to the payment), equals the amount required to be received.

“Agreement” means this Purchase Agreement.

“ALTA Survey” means an ALTA/NSPS Land Title Survey of the Project Site 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” means Marshall & Stevens.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“Assets” means all right, title and interest of a Person in land, properties, buildings, improvements, fixtures, foundations, assets and rights of any kind, whether tangible or intangible, real, personal or mixed, including contracts, leases, easements, equipment, systems, books, data, reports, studies and records, proprietary rights, intellectual property, Permits, rights under or pursuant to all warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

“Bankrupt” or “Bankruptcy” means, with respect to any Person: (a) that such Person (i) files in any court pursuant to any statute of the United States or of any state a voluntary petition in 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 material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a), (vi) admits in writing its inability to pay its debts as they fall due (provided that any such debts subject to bona fide disputes are exempt from subsection (vi)), or (vii) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator 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 similar relief under any Applicable Law has been commenced against such Person, and sixty (60) days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial 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.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.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.

“Cash Purchase Price Payment” is defined in Section 2.1(b).

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“Change in Applicable Law Event” means a change in Applicable Law that (a) renders or would reasonably be expected to render any Transaction Document illegal or unenforceable or the 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 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 reflected in the Base Case Model, does or would reasonably be expected 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.

“Change in Tax Law” means (a) any change in or amendment to the Code; (b) any change in, or issuance of, or promulgation of any temporary or final Regulations; (c) decision of the U.S. Tax Court, the U.S. Court of Federal Claims, a U.S. District Court, a U.S. Court of Appeals or the U.S. Supreme Court, that applies, advances or articulates a new or different interpretation of analysis of any provision of the Code, any other applicable federal tax statute or any temporary or 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 provision of the Code, any other applicable federal tax statute or any temporary or final Regulation, 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 tax consequences to (i) the Company in connection with the Company’s acquisition of the Project Company and Project or (ii) the Company, the Project Company, the Project, or the purchaser under a Tax Credit Transfer Agreement in connection with the ability of the Company to transfer the ITC in the manner and for the economic value as assumed by the Cost Seg/Appraisal Report.

“Claim Notice” is defined in Section 4.7.

“Class A TCTA Proceeds Amount” is defined in the LLC Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor federal tax statute or other federal income tax law.

“Commitment Expiration Date” means June 30, 2026.

“Commitment Period” means the period beginning on the Execution Date and ending on the earliest of (a) the Commitment Expiration Date, (b) the payment in full of the Project Purchase Price and (c) the date of termination pursuant to the terms hereof.

“Company” is defined in the preamble.

“Company Indemnified Parties” is defined in Section 4.3(a).

“Confidential Information” is defined in Section 7.12.

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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“Construction Indebtedness” means Indebtedness under the Construction Loan 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, by and between Seller, MN8 Bleeker LLC, Natixis, New York Branch as administrative agent and 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” means any contract, lease, evidence of indebtedness (including any promissory 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” means the possession, directly or indirectly, of either of the 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 business trust, more than fifty percent (50%) of the beneficial interest therein; and (iv) in the case of any other entity, more than fifty percent (50%) of the economic or beneficial interest therein; 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.

“Cost Seg/Appraisal Report” means the report issued and prepared by the Appraiser, which includes confirmation of the Project Company’s tangible and intangible asset cost segregation, depreciation and amortization rates, and depreciation and amortization expenses, and the update(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

“Disclosure Schedules” means the schedules to Seller’s representations and warranties under Section 3.1.

“Dispute” is defined in Section 6.1.

“Disqualified Entity” means (a) the United States, 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 by the Code (including any tax-exempt entity within the meaning of Section 168(h)(2) of the Code and any tax-exempt controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Code if such entity has not made the election provided in Section 168(h)(6)(F)(ii) of the Code), (c) any Person who

PURCHASE AGREEMENT (PRAIRIE BX LLC)

is not a “United States person” as defined in Section 7701(a)(30) of the Code, (d) any Indian tribal government described in Section 7701(a)(40) of the Code, (e) a real estate investment trust, as defined in Code Section 856(a), (f) a regulated investment company as defined in Code Section 851(a), (g) a cooperative organization described in Section 1381(a) of the Code, or (h) any partnership or other pass-through entity, any direct or indirect partner (or other holder of an equity 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 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 applies with respect to the income from the Company for that Person, or (ii) the Person is described 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 (including the U.S. Department of State and OFAC), (b) the United Nations Security Council, (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, restrictions on transfer, options, warrants, mortgages, deeds of trust, security interests, easements, purchase rights, rights of first refusal and encroachments of every type and description whatsoever, 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 the counterparty(ies) to the Energy Management Agreement in its capacity as “Energy Manager” thereunder.

“Environmental Consultant” means SWCA Environmental Consultants.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.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 of 1976, 42 U.S.C. §§ 6901 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq. (to the extent any provisions thereof relate to environmental matters); the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 et seq.; the Bald and Golden Eagle Protection 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 and all amendments or regulations promulgated thereunder; and (c) any applicable decisional law of any Governmental Authority, as each of the foregoing may be amended or supplemented 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.

“Environmental Permits” means all Permits issued or required under any Environmental Law.

“Environmental Report” means the final Phase I Environmental Site Assessment prepared by the Environmental Consultant as such report may be updated as contemplated herein.

“EPC Contract” means the Contract under the heading “EPC Contract” in Schedule 3.1(g).

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

“Equipment Supply Contract” means the Contract(s) under the heading “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, and any option, warrant, commitment, preemptive rights or agreements of any kind (including any members’ or voting agreements) entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Event of Loss” means any casualty, loss, damage, theft or destruction of the Project causing damage to the Project in excess of $2,000,000 that is unrepaired or otherwise unremedied.

“EWG” means an “exempt wholesale generator” within the meaning of Section 1262(6) of PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“Execution Date” is defined in the preamble.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“Fair Market Value” means, with respect to any Asset, the price at which the Asset would change hands between a willing third-party buyer and a willing third-party seller, neither being under any compulsion to buy or to sell, and both having knowledge of the relevant facts and taking 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” means the Federal Energy Regulatory Commission and any successor agency.

“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 other order by any court of competent jurisdiction, which decision, judgment, decree or other order 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 the time for filing such appeals has expired) or, in any case where judicial review shall at the time 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 expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit 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, its members and the financing parties providing financing under the Construction Loan Agreement (or such financing providers’ agent), in form and substance acceptable to the Company.

“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 commercially reasonable precautions and measures taken by the Party claiming the Force Majeure Event in order to prevent or avoid such event, (c) is not, directly or indirectly, caused by, the fault or negligence of the Party claiming the Force Majeure Event, and (d) which the Party claiming the 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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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” means the Federal Power Act, as amended, and FERC’s implementing regulations thereunder.

“GAAP” means generally accepted accounting principles in the United States of America consistently applied.

“Governmental Authority” means any foreign, federal, territorial, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court, tribunal, arbitrating body or other 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 marginal rate for federal income tax applicable to U.S. corporations subject to tax under subchapter C of the Code.

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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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 title retention instruments whether short term or long term, (g) any obligations of the types referred 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).

“Independent Engineer” means Enertis Solar Inc. or another independent engineering firm reasonably acceptable to the Company.

“Independent Engineer Report” means the final report of the Independent Engineer with respect to the Project, dated on or before the Execution Date, as it may be updated as contemplated herein, as it may be updated as contemplated herein.

“Information” is defined in Section 3.1(j).

“Installation” is defined in Section 2.2(a).

“Insurance Consultant” means Moore McNeil or another independent insurance consultant reasonably acceptable to the Company.

“Insurance Consultant Report” means the final report of the Insurance Consultant with respect to the Project, dated on or before the Execution Date, as it may be updated as contemplated herein.

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

“Interconnection Provider” means Midcontinent Independent System Operator, Inc.

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

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

“IRS Notices” means IRS Notice 2018-59, 2018-28 I.R.B. 196, IRS Notice 2019-43, 2019-31 I.R.B. 487, IRS Notice 2020-41 2020-25 I.R.B. 954, IRS Notice 2021-41, 2021-29 I.R.B. 17,IRS Notice 2022-61, 2022-52 I.R.B. 560, IRS Notice 2023-29, 2023-20 I.R.B. 1 (April 10, 2023) and any subsequent IRS notice or published guidance or interpretation for the amendment to Section 48(a)(2)(A)(i)(II) of the Code by Consolidated Appropriations Act (Pub. L. No. 114-113, 129 Stat. 2242 (2015)).

“ITC” means the energy tax credit provided for under Section 48 of the Code.

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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“ITC Eligible Property” means any assets or property (a) that is not property described in Code Section 50(b) as ineligible for ITCs, (b) with respect to which depreciation (or amortization 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.

“ITC Loss” is defined in Section 4.4(a).

“ITC Loss Claim Notice” is defined in Section 4.4(d).

“Knowledge” means, with respect to Seller, the actual knowledge, after due inquiry, of the individuals listed on Schedule 1 and any replacement for any such individual.

“LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of the Company, made and entered into as of the Execution Date, by and between Longpoint Prairie Class A, LLC (as Class A Member) and Prairie Class B LLC (as the Class B Member).

“Loss” means any claim, demand, suit, loss, liability, damage, obligation, payment, cost, fee, penalty or expense (including the cost and expense of any action, 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 Execution Date, a document, electronic file, and any other material posted to the Data Room shall be “Made Available” to the Company only after the date on which the Seller or its Affiliates have directly notified (including by electronic mail) Company in accordance with Section 7.3 (which notice shall be in addition to any notification provided automatically by the Data Room) that such document, electronic file, or other material is posted to the Data Room.

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

“Major Project Contract” means (a) each of those Contracts set forth on Schedule 3.1(g), (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 Company or in relation to the Project with expenditures, liabilities or revenues reasonably expected to exceed $500,000 in any calendar year or $2,000,000 in the aggregate and (d) any credit support instruments provided in connection with any of the foregoing; provided, however, that any Major Project Contract shall cease to be a Major Project Contract once the parties thereto have performed all material non-

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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.

“Management Services Provider” means GSRP Services LLC.

“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.

“Material Adverse Effect” means, with respect to any Person, a fact, event or circumstance that, alone or when taken with other facts, events or circumstances occurring or existing concurrently with such fact, event or circumstance, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, condition (financial or otherwise), assets, liabilities, or properties of such Person, (b) has or could be reasonably expected to have a material 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 expected to have any material adverse effect on a Person’s rights under any Transaction Document.

“MBR Authority” means an order from FERC issued pursuant to Section 205 of the FPA (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 “MBR Tariff”), (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 authorized to sell electric energy, capacity, and ancillary services at market-based rates, including blanket authorization to issue securities and assume liabilities pursuant to Section 204 of the FPA.

“MBR Tariff” has the meaning set forth in the definition of “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.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“Mechanical Completion” means the occurrence of “Mechanical Completion” with respect 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 have occurred with respect to any Inverter Block that composes any part of the Project and (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 agreement evidencing the assignment and transfer to the Company of all of the Equity Interests in the Project Company effective as of the Purchase Date, substantially in the form of Exhibit C.

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

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

“MRO” means the Midwest Reliability Organization and its successors.]

“MW” means megawatts direct current and, unless otherwise specified, such amount shall 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 certificate to be delivered 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 July 5, 2024, as amended by that certain First Amendment to Lease Agreement dated October 21, 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 the counterparty(ies) to the O&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.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“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” is defined in the preamble.

“Payment Date” means the Purchase Date or the SC Payment Date, as the context requires.

“Performance Test” means tests required to be performed pursuant to the EPC Contract to 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 Liens” means (a) Encumbrances imposed by any Governmental Authority for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and 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 that are not yet due or that are being contested in good faith by appropriate proceedings, so long as (i) such proceedings shall not involve any material risk of the sale, forfeiture or loss of any part of the Project, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of the Project or (ii) the payment of such Encumbrance shall be secured 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 B to the title commitment or pro forma as of the Execution Date and to the Title Policy, (f) judgment Encumbrances that do not involve any risk of forfeiture of the Project that, within ten (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) deposits or pledges required to secure the performance of statutory obligations, 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.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“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) initial synchronization of such Inverter Block to the grid has occurred, (c) all preoperational testing (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 the Project have been transferred from the EPC Contractor to such Inverter Block Company under the EPC Contract and (e) such Inverter Block is capable of producing and delivering to the grid regular delivery of output.

“Project” is defined in the recitals.

“Project Company” is defined in the recitals.

“Project Purchase Price” means the fair market value of the Project as of the Purchase Date, 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.

“Proposed Change in Tax Law” means (a) any proposed Regulation and (b) any proposed change in or amendment to the Code or another federal income tax statute under legislation that is (i) enacted or passed by either house in Congress, (ii) included in a bill reported out of the 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 further guidance could be modelled with specificity, that, if it became law or was issued as a final 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 under a Tax Credit Transfer Agreement in connection with the ability of the Company 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).

“Prudent Industry Practices” means those practices, methods and acts, of which there may be more than one and as the same may change from time to time, engaged in or approved by a

PURCHASE AGREEMENT (PRAIRIE BX LLC)

significant portion of the PV 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 approximate geographic location as the Project that, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with Applicable 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, including spare parts inventories, are available to meet the Project’s needs; (b) sufficient personnel are available during business hours and are adequately experienced and trained, and, if necessary, 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 intended to be limited to the optimum or minimum practice or method to the exclusion of all others, but rather to be a spectrum of reasonable and prudent practices and methods as commonly practiced in the PV solar energy generating industries in the same approximate geographic region 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, which will occur on a date agreed to by the Parties, but in all cases not more than five (5) Business Days following the satisfaction of the conditions precedent set forth in Section 2.3.

“Purchase Date Notice” is defined in Section 2.1(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 provisions of succeeding regulations, and any reference to temporary regulations shall be deemed also to refer to any corresponding provisions of final regulations.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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

“Remaining Costs (Estimated)” means the aggregate amount of remaining costs estimated 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 commissioning of the Project through Substantial Completion, determined as of the Purchase Date.

“Representatives” is defined in Section 7.12.

“Sanctioned Person” means any Person (a) identified on any list of designated Persons maintained pursuant to Economic Sanctions Laws and Regulations, including the Specially Designated Nationals and Blocked Persons List maintained by OFAC, (b) domiciled, organized or resident in, or any Governmental Authority of, a country or territory that is the subject of comprehensive Economic Sanctions Laws and Regulations, (c) owned or controlled by, 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 (unless the Offtaker estoppel delivered with the MC Estoppel Certificates is dated less than ninety (90) days prior to the SC Payment Date, in which case the Offtaker need not deliver any additional estoppel certificate), EPC Contractor, suppliers of all Major Equipment (unless the relevant Major 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 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 counterparty and the Interconnection Provider (such estoppel from the Interconnection Provider to be subject to a commercially reasonable efforts standard).

“SC Payment” means the Cash Purchase Price Payment minus the MC Payment paid on the Purchase Date, determined by reference to the Project Purchase Price as adjusted in accordance with the terms hereof.

“SC Payment Date” is defined in Section 2.1(d)(i).

“SC Payment Date Notice” is defined in Section 2.1(d)(ii).

“Seller” is defined in the preamble.

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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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

“State Regulatory Authority” means the state regulatory body having jurisdiction over 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 outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (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.

“Substantial Completion” means the occurrence of “Substantial Completion” with respect to the Project, as such term (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 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.

“Target SC Payment Date” means March 16, 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.

“Tax Return” means any return, report or similar statement required to be filed with respect to any Taxes (including any attached schedules), including any IRS Schedule K-1, information return, claim for refund, amended return or declaration of estimated Tax.

“Tax Savings” is defined in Section 4.4(b).

PURCHASE AGREEMENT (PRAIRIE BX LLC)

“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.

“Title Policy” means an ALTA 2021 form owner’s title insurance policy, in the amount of 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 Protection Lien; ALTA 17-06 Access; ALTA 17.2-06 Utility Access; ALTA 18.2-06 Multiple Tax Parcel; ALTA 26 Subdivision; ALTA 36-06 Energy Project Leasehold; ALTA 36.4-06 Covenants, Conditions, and Restrictions; ALTA 36.6-06 Energy Project Encroachments; ALTA 25.1-06 Same as Portion of Survey; ALTA 3.2 Zoning; ALTA 19-06 Contiguity – Multiple Parcels; ALTA 35.3-06 Minerals; Deletion of Arbitration; and Loss Endorsement (Maximum Actual Loss).

“Trade Controls Laws and Regulations” means any and all laws and regulations concerning 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 Tax Credit Transfer Agreement, the Guaranty, the Forbearance Agreement and the Membership Interest Assignment Agreement.

“Transaction Expenses” means the reasonable, documented out-of-pocket expenses of Seller and the Company and each of their Affiliates incurred in connection with the negotiation, execution and delivery of this Agreement and the other 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.

“Transmission Consultant” means PowerGem.

“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” is defined in Section 7.13.

“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. Unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa. The term “includes”

PURCHASE AGREEMENT (PRAIRIE BX LLC)

or “including” shall mean “including without limitation”. The terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the schedules and exhibits hereto and certificates delivered hereunder) and not to any particular provision of this Agreement. References to a section, article, exhibit or schedule shall mean a section, article, exhibit or schedule to this Agreement, 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, supplements or restatements contained herein or in the other Transaction Documents. Information contained in any schedule shall be deemed contained 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. Any date specified for action that is not a Business Day shall mean the first Business Day after such date. Any reference to a Person shall be deemed to include such Person’s successors and permitted assigns. References to money refer to legal currency of the United States of America. Any term defined in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning ascribed thereto whether or not such other document, instrument or agreement remains in effect.

ARTICLE 2

PURCHASE OF PROJECT

2.1 Purchase of Project.

(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%) of the Equity Interests in the Project Company (the “Acquired Interests”), 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 price to be paid by the Company to Seller for the Acquired Interests shall be the Project Purchase 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 liabilities as of the Purchase Date (including outstanding obligations under the Construction Loan Agreement) minus (iii) Remaining Costs (Estimated) (such difference, the “Cash Purchase Price Payment”), 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).

(i) Not later than five (5) Business Days prior to the date on which Seller reasonably expects all conditions precedent set forth in Section 2.3 to be satisfied, Seller shall deliver to the Company a notice in the form of Exhibit A (a “Purchase Date Notice”).

PURCHASE AGREEMENT (PRAIRIE BX LLC)

(ii) Within five (5) Business Days following the later of (i) Company’s receipt of the Purchase Date Notice from Seller and (ii) the satisfaction of the conditions precedent 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 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 2.3(ii)), in immediately available 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) Substantial Completion; SC Payment Date.

(i) Not later than five (5) Business Days prior to the date on which Seller reasonably expects all conditions precedent set forth in Section 2.4 to be satisfied, Seller shall deliver to the Company a notice in the form of Exhibit B (an “SC Payment Date Notice”), which notice shall among other things specify the updated Project Purchase Price and the calculation of the SC Payment.

(ii) Within five (5) Business Days following the later of (i) Company’s receipt of the SC Payment Date Notice from Seller and (ii) the satisfaction of the conditions precedent set forth in Section 2.4 (other than 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 “SC Payment Date”).

(e) Risk of Loss. From and after the Purchase Date, all risk of loss or damage to the Project shall be borne by the Company and the Project Company; provided, that the passing of the 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 2.2 hereof; provided, further, if the Company terminates this Agreement pursuant to Section 4.1 and 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) Information to the Company. On and after the Purchase Date, Seller hereby agrees, at no cost to the Company, to deliver or cause to be Made Available to the Company such information regarding the Project that is in the possession or control of Seller and that is reasonably requested by the Company.

(g) Insurance. Seller will procure and maintain, or cause to be procured and maintained, 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.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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 Equipment and other materials and take such other steps as are required to install, test and complete 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 Operation Date” (as defined in the Offtake Agreement) and the “Commercial Operation Date” (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 (or cause to be paid) all amounts owed to its contractors, subcontractors and vendors in connection 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, beginning on the Purchase Date until the date on which Final Completion is achieved, the Company hereby designates, makes, constitutes and appoints Seller (and all persons designated by Seller) as the Project Company’s true and lawful attorney and beneficiary in fact, with a scope of authority limited to the right to manage, coordinate, and perform all responsibilities of “Owner” or “Project Company”, as applicable, under the Construction Contracts; provided, that such rights shall be exercisable by Seller only in accordance with, and subject to the Construction Contracts and in accordance with Prudent Industry Practices, but otherwise without notice to the Company. Seller shall deliver, or cause to be delivered, to the Company 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 costs under any Major Project Contract (including any Contract that ceases to be a Major Project Contract due to the parties thereto performing their material non-contingent obligations thereunder) incurred prior to or in connection with the achievement of Final Completion including any liquidated damages that may become due and payable under the Offtake

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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

2.3 Conditions Precedent to the Obligations to Purchase and Make MC Payment. The obligation of the Company to purchase the Project Company and to pay the MC Payment shall 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; provided that 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 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) No Material Adverse Effect with respect to the Guarantor, Seller, the Company, the Project Company or the Project shall have occurred and is continuing and (ii) there shall have 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 any certificate delivered in connection with this Agreement shall be true and correct in all material respects as of the Purchase Date;

(e) (i) Each Transaction Document (other than the Tax 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 and Seller shall have performed its respective obligations under the Transaction Documents to which such Person is party to be performed prior to the Purchase Date, 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;

(f) (i) The Company shall have received true, correct and complete copies of each Major Project Contract, (ii) each Major Project Contract shall 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 Company, shall be in form and substance reasonably satisfactory to the Company, (iii) the Project Company shall have performed in all material respects its obligations under each 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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

of notice and/or the lapse of time, result in a material default of, its obligations under any of such Major Project Contracts;

(g) Any Contract applicable to the construction, operation or maintenance of the Project that was not in the name of the Project Company shall have been assigned and transferred to the Project Company in a manner reasonably satisfactory to the Company (unless such Contract 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, default or any other event, condition or circumstance has occurred thereunder or in relation thereto that permits (or would permit with notice or the passage of time) 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 financing providers party to the Construction Loan Agreement (or their agent) shall have executed and delivered the Forbearance 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 in Part 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 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 Company;

(m) The Company shall have received a bring-down of the Market Report and the Transmission Report (and, unless each such report is directly addressed to the Company, a reliance letter from the applicable Consultant), in each case in 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 Payment and no material change has occurred to the facts and circumstances relevant to such report that reasonably requires updating such report, this Section 2.3(m) shall be considered satisfied;

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) The Company shall have received a bring-down of the Insurance Consultant Report (and, unless such report is directly addressed to the Company, a reliance letter from the Insurance Consultant,) in form and substance reasonably satisfactory to the Company; provided that no such bring-down shall be required if less than ninety (90) days have elapsed since the date of the Insurance Consultant Report provided as of the Execution Date or, if applicable, 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;

(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 Company shall have received a bringdown of such Environmental Report (and, unless such report is directly addressed to the Company, a reliance letter from the Environmental Consultant) 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 from the Environmental Consultant), in each case, compliant with, and not expired under, the applicable American Society for Testing and Measurements (ASTM) standard, in form and substance reasonably satisfactory to the Company;

(q) The Company shall have received (i) an updated then-current ALTA Survey, including the as designed site plan as an overlay of the Project showing the planned location of the 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 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 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 MC Payment Date, (B) include a Non-Imputation and Additional Insured endorsements in favor of the Company and the Investor and any other endorsements for the Project Site reasonably requested by the Company and Investor, each acting reasonably and (C) a reference to the as-built ALTA Survey;

(r) Seller shall have Made Available to the Company the MC Estoppel Certificates, in the applicable forms attached hereto as Exhibit J or otherwise in form and substance reasonably

PURCHASE AGREEMENT (PRAIRIE BX LLC)

acceptable to the Company, from each relevant counterparty, to be dated within thirty (30) days of the Purchase Date.

(s) The Company shall have received true, correct and complete copies of conditional or unconditional lien waivers, each complying with statutory requirements applicable thereto, executed by the counterparties to each Construction Contract for amounts previously paid and, 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) The Purchase Date of the Project shall be not less than ninety (90) days prior to the Commitment Expiration Date;

(w) To the extent that the updated Cost Seg/Appraisal Report provided to the Company 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 and plan that demonstrates that the Project is within the budget (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 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 any such amounts are subject to a bona fide dispute, an amount not less than the amounts in dispute 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) No Change in Tax Law or Proposed Change in Tax Law shall have occurred since the Execution Date that has not been appropriately reflected in the Cost Seg/Appraisal Report to the reasonable satisfaction of the Company;

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

(aa) The Company shall have received from Seller an executed copy of (i) the Beginning of Construction Bring-Down Certificate, and (iv) the Energy Community Bring-Down Certificate;

(bb) No Change in Applicable Law Event shall have occurred;

PURCHASE AGREEMENT (PRAIRIE BX LLC)

(cc) The Project Company and the Company each shall have received all material third-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) The Project Company and the Project shall be free and clear of all Encumbrances 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 (as that term is defined in Section 201(e) of the FPA); except that the Project Company may be subject to regulation as a “public utility” (as that term is defined in Section 201(e) of the FPA) with MBR Authority; (ii) to become subject to, or not exempt from regulatory provisions under PUHCA included within the exemptions described at 18 C.F.R. § 366.3(a); (iii) to become subject to rate regulation or financial or organizational regulation by the applicable State Regulatory Authority under applicable state law; or (iv) to be deemed a “public utility” under applicable state 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 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 Purchase Date, the Transaction Expenses (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 been instituted or threatened in writing and remain pending, in each case that has a reasonable likelihood of success, that seek to impair, restrain or prohibit the consummation of the transactions 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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

federal, state and local permitting matters and federal and state energy regulatory matters, each in form and substance reasonably satisfactory to the Company; and

(mm) The Company has received a certificate of a duly authorized representative of Seller dated as of the Purchase Date, subject to any knowledge or materiality qualifiers contained therein, certifying as to the satisfaction of the conditions precedent set forth in this Section 2.3.

2.4 Conditions Precedent to the Obligations to Make SC Payment. The obligation of the Company to pay the SC Payment shall be subject to the satisfaction of each of the conditions 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 Interconnection Agreement shall have been achieved; and (iv) the Company shall have received a certificate of the Independent Engineer, in the form attached hereto as Exhibit I-2;

(b) (i) No Material Adverse Effect with respect to the Guarantor, Seller, the Company, the Project Company or the Project shall have occurred and is continuing and, (ii) there shall have 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 any certificate delivered in connection with this Agreement shall be true and correct in all material respects as of the SC Payment Date;

(d) (i) Each Transaction Document shall remain in full force and effect, (ii) each of the Guarantor and the Seller shall have performed its respective obligations under the Transaction Documents to which such Person is party to be performed prior to the SC Payment Date, 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 Major Project Contract, (ii) each Major Project Contract shall be in full force and effect and, with respect to each Major Project Contract executed since the Purchase Date and not previously approved by the Company, shall be in form and substance reasonably satisfactory to the Company, (iii) the Project Company shall have performed in all material respects its obligations under each Major Project Contract to be performed prior to the SC Payment 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;

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 that pursuant to the terms of the Construction Loan Agreement expressly survive such repayment) of the Company and the Project Company under the Construction Loan Agreement and all related loan documents will be paid and discharged (or released) in full, and the liens and security interests encumbering the Project or any assets or properties of the Project Company or any equity interests 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 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;

(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 Transmission Report (and, unless each such report is directly addressed to the Company, a reliance letter from the applicable Consultant), in each case in form and substance reasonably satisfactory to the Company;

(l) The Company shall have received a bring-down of the Insurance Consultant Report (and, unless such report is directly addressed to the Company, a reliance letter from the Insurance Consultant), in form and substance reasonably satisfactory to the Company; provided that no such bring-down shall be required if less than ninety (90) days have elapsed since the date of the Insurance Consultant Report provided as of the Execution Date or, if applicable, the MC Funding Date, and the Insurance Consultant provides a written certification that the facts and circumstances (including underlying assumptions) of such report have not changed in a way that would materially 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;

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 Company shall have received a bringdown of such Environmental Report (and, unless such report is directly addressed to the Company, a reliance letter from the Environmental Consultant) 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 from the Environmental Consultant), in each case, compliant with, and not expired under, the applicable American Society for Testing and Measurements (ASTM) standard, in form 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 endorsement to the Title Policy increasing the insured amount of the Title Policy to $296,564,233, as mutually agreed upon by Company and the Investor and any other endorsements for the Project 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 the locations of any as-built improvements located on the Project Site and confirming that the as-built locations of any improvements installed on the Project Site as of the SC Payment Date are in 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 Project Site showing the actual location of the improvements as constructed on the Project Site, in form and substance reasonably satisfactory to the Company. Within one hundred and eighty (180) days following the SC Funding Date, the Company shall receive a copy of an additional date down Endorsement to the Title Policy removing the general/promulgated mechanic’s lien exception from the Title Policy;

(p) Seller shall have Made Available to the Company the SC Estoppel Certificates, in the applicable forms attached hereto as Exhibit I or otherwise in form and substance reasonably acceptable to the Company, from each relevant counterparty to be dated within thirty (30) days of the SC Payment Date.

(q) The Company shall have received true, correct and complete copies of conditional or unconditional lien waivers, each complying with statutory requirements applicable thereto, executed by the counterparties to each Construction Contract for amounts previously paid and, for conditional lien waivers, amounts then due thereunder;

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, state and local permitting matters and federal and state energy regulatory matters, each in 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 conclusions in the tax opinion from Milbank LLP delivered on the MC Funding Date or Execution Date, the Investor shall have received a tax opinion from Milbank LLP or another nationally-recognized Tax counsel selected by the Investor;

(t) The Company shall have received from Seller an executed copy of (i) the Beginning of Construction Bring-Down Certificate, and (iv) the Energy Community Bring-Down Certificate;

(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 case that could impede the construction operation of the Project in accordance with any of its Major 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 required financial security required to be provided under the Major Project Contracts as of the SC 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 Date under any Major Project Contract shall have been or will be paid as of the SC Payment; 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 the Company (or otherwise reserved by the Project Company) for payment of such disputed amounts;

(x) No Change in Tax Law or Proposed Change in Tax Law shall have occurred that has not been appropriately reflected in the Cost Seg/Appraisal Report to the reasonable satisfaction of the Company;

(y) No Change in Applicable Law Event shall have occurred;

(z) The Project Company and Seller shall have received all material third-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 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

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 (subject to any limitations in the Fee Letter) incurred on or before the SC Payment Date 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 likelihood of success, that seek to impair, restrain or prohibit the consummation of the transactions 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 representing the Class A TCTA Proceeds Amount under each Tax Credit Transfer Agreement shall be no earlier than two (2) weeks following the SC Funding Date), shall have been executed and delivered by all parties thereto, and shall be in full force and effect, and, no breach, default or any other event, condition or circumstance shall have occurred thereunder or in relation thereto that permits (or would permit with notice or the passage of time) the counterparty to cancel or terminate 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 Payment Date certifying as to the satisfaction of the conditions precedent set forth in this Section 2.4; and

(hh) The Company shall have received an ITC Insurance Policy and an endorsement to add the Company as a named insured thereunder that is satisfactory to the Company, each of which 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.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

2.5 Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction or waiver by the applicable Party of the following 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 Credit Transfer Agreement(s) with respect to the ITCs associated with the Project, and instead the Company shall have received a working draft term sheet for the sale of such ITCs), and no breach, default or any other event, condition or circumstance shall have occurred thereunder or in relation thereto that permits (or would permit with notice or the passage of time) the counterparty to cancel 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 likelihood of success, that seek to impair, restrain or prohibit the consummation of the transactions contemplated by the Transaction Documents;

(d) [Reserved];

(e) The Company have received (i) an unaudited balance sheet of the Project Company in form and substance reasonably acceptable to the Company, (ii) audited consolidated financial statements of the Guarantor, to the extent such statements are not publicly available, for the 2024 fiscal year (including a balance sheet, statement of income (or loss), and statement of cash flows), and (iii) the most recent unaudited quarterly consolidated financial statements of the Guarantor, 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 Major Project Contract, (ii) each Major Project Contract shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Company, (iii) the Project Company shall have performed in all material respects its obligations under each Major Project Contract to be performed prior to the Execution 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 of notice and/or the lapse of time, 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 construction of the Project, and a construction schedule and plan that demonstrates that the Project is within the budget and that each Inverter Block that composes the Project will be placed in service

PURCHASE AGREEMENT (PRAIRIE BX LLC)

for U.S. federal income tax purposes no later than the Target SC Payment Date (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 substance satisfactory to the Company: (i) a legal opinion of Holland & Knight LLP with respect to the enforceability of each of the Transaction Documents to which any Sponsor Party is a party and as to such other corporate matters as are customarily included in similar opinions, (ii) a legal opinion of Rock Creek Energy Group, LLP with respect to federal energy regulatory matters, 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) The Company shall have received a certificate from an authorized signatory of each Sponsor Party, certifying, as of the Execution Date, to such Sponsor Party’s incumbent authorized signatories, limited liability company agreement (provided, however, that the Guarantor shall not provide a copy of its limited liability company agreement), certificate of formation, good standing, 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 and Regulations (including, if requested by the Company, a Beneficial Ownership Certification in 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 form and substance reasonably acceptable to the Company, demonstrating that the Project and the Project Company is covered by the insurance policies meeting the requirements of this Agreement and that such policies are in full force and effect;

(o) The Company shall have received from Seller an executed copy of (i) the Beginning 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 such report is directly addressed to the Company, a reliance letter from the Independent Engineer), in form and substance satisfactory to the Company;

(r) The Company shall have received the Market Report and the Transmission Report (and, unless each such report is directly addressed to the Company, a reliance letter from the applicable Consultant), in each case in form and substance reasonably satisfactory to the Company;

(s) The Company shall have received the Insurance Consultant Report (and, unless such report is directly addressed to the Company, a reliance letter from the Insurance Consultant), 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 location of the improvements to be located on the Project Site and (ii) the Title Policy or a binding 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 Site Access. The Company agrees that Seller and its authorized agents, employees and subcontractors shall have a non-exclusive license to access the Project for the purpose of Seller performing its obligations under this Agreement, and any other applicable Transaction Document. 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

REPRESENTATIONS AND WARRANTIES

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

(a) Organization and Good Standing. Seller, the Project Company and Guarantor each is a limited liability company, duly formed, validly existing and in good standing under the laws of its state of formation or organization and has all requisite power and authority to own, lease and 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, as currently being conducted, shall require it to be so qualified. The Project Company is duly qualified to do business and is in good standing (or its equivalent) under the laws of the state in which its Project is located.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

(b) Authorization and Execution. Seller, the Project Company and Guarantor each has full power and authority to (i) carry on its business as now being conducted and, without regard to 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 other Transaction Documents and the Major Project Contracts to which it is a party and to 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 and the Major Project Contracts to which it is a party and the consummation by such Person of the 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 Transaction Documents and the Major Project Contracts to which Seller, the Project Company or 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 Guarantor of the Transaction Documents to which it is a party do not, and the performance by each 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 Authority having jurisdiction over such Person, (ii) conflict with or cause a breach or violation of 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) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied.

(d) No Consent. All consents, approvals and filings then required to be obtained or made by Seller, the Project Company or Guarantor to execute, deliver and perform the Transaction Documents to which it is a party have been obtained or made and are in full force and effect, except, in each instance.

(e) Legal Proceedings. There are no pending or threatened in writing, 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, by or against or otherwise affecting any 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 impede the ability of such Person to consummate the transactions contemplated by the Transaction 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 Project Company or Guarantor is a party constitutes the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). None of the Sponsor Parties nor, to the Knowledge 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) Major Project Contracts.

(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 thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Other than any completion delays under any Major Project Contract (written notice of which delays has been provided to the Company) that do not permit termination of such Major Project Contract by the counterparty thereto, neither the 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, no event or circumstance has occurred that would, with the giving of notice and/or the lapse 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, operation or maintenance of the Project in accordance with the Transaction Documents and 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) Seller has paid, or caused to be paid, all costs and expenses due and payable related to the Project (for purposes of clarity, subject to any applicable offsets, credits, or other adjustments under the Major Project Contracts) as of such date. The Project Company is not liable for any Indebtedness, other than, solely prior to the SC Payment Date, Construction Indebtedness. As of the SC Payment Date, all Construction Indebtedness has 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 or the Project is subject, or which have been issued for its benefit, other than credit support obligations issued pursuant to a Major Project Contract or Permit, the true, correct and complete copies of which credit support instruments were Made Available 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) On or before the Execution Date, a true, correct and complete copy of each 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 Transaction Documents. With respect to the Project, Seller has no debts or other liabilities (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 addressed separately herein), and, from the date of formation of the Project Company, its business 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 Trade Controls Laws and Regulations, applicable Anti-Bribery and 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 the past five (5) years, 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 applicable Anti-Terrorism and Money Laundering Laws and Regulations.

(i) [Reserved].

(j) Information. The written information (other than projections and forward looking information) (i) furnished by Seller or its Affiliates to the Company, its members, and each of their 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 information necessary to make such information not adversely misleading when taken as a whole (including all other information which has previously been Made Available or otherwise provided to the Company by or on behalf of a Sponsor Party or its Affiliates) in light of the circumstances under which it is provided and as of the date when made or provided; provided, that, no representation or warranty is made with regard to projections or other forward-looking statements 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 otherwise to site, install, construct, test, own, operate and use the Project, to generate and to supply electricity and, to the extent applicable, capacity and ancillary services for sale under the Offtake Agreements and otherwise are listed in Schedule 1. As of the Purchase Date and SC Payment Date, 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 claim tax credits, depreciation deductions and other tax benefits in connection with the Project. As of the Purchase Date and SC Payment Date, Part II of Schedule 3.1(k) sets forth those Permits that are not yet required in light of the current stage of the project and, as of the Purchase Date and SC Payment Date, no Sponsor Party has reason to believe that any Permit listed in Part II of Schedule 1 will 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 required under Applicable Law for the Project Company to conduct its business as proposed to be 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 regulations governing issuance of such Permit have expired, and a true, correct and complete copy 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 that are 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’ warranties wrapped by the EPC Contractor under the EPC Contract which are enforceable against 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; Equity Interests; Personal Property.

(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) As of the Execution Date and immediately prior to the consummation of the 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 the Project Company, free and clear of all Encumbrances, other than Permitted Liens, and (2) the Project Company has good and indefeasible title to, and is the owner of, the Project, free and clear of all Encumbrances, other than Permitted Liens. 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) The Project Company does not own, and has not owned, 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 Company owns or has a valid license to all intellectual property that is necessary to install, operate and maintain its Project, and there are no pending or, to the Knowledge of Seller, 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) Real Property Rights. The real property described in the Real Property Documents is all the real property that is reasonably necessary for, and the real estate interests described in the Real Property Documents are all of the real estate interests necessary for the construction, installation, operation and maintenance of the Project as contemplated in the ALTA Survey, Title Policy, and/or date down endorsement to the Title Policy to be delivered to the Project Company pursuant to Section 2.4(o), for the full economic useful life of the Project, as reflected in the Cost Seg/Appraisal Report, and for the performance and enforcement of all of the Project Company’s rights, remedies and obligations under the Major Project Contracts. Neither Seller nor the Project

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Company has been informed in writing by any owner or lessor of the real property associated with such Real Property Documents that the Project Company is in breach of its obligations thereunder or that any such Real Property Documents have been challenged or terminated. The Project Company has a good and marketable leasehold and easement interest in the Project Site under and pursuant to the applicable Real Property Documents, free and clear of all Encumbrances other than 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 Project for the full economic useful life of the Project, except as has already been obtained and are in full force and effect. There is no mineral exploration or production from the surface estate constituting any portion of the Project Site, and there are no agricultural leases affecting the surface estate constituting any portion of the Project Site. The Project Company has not assigned or 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 Project Site is subject to any conservation reserve program or other agricultural preserve program, except as may be described in the Title Policy. There is no zoning law, zoning regulation or zoning requirement with which the Project is not in compliance with respect to the location, 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 developed in compliance with the site plan, all Applicable Laws and the applicable Major Project Contracts, (B) interconnect to the intended point of interconnection in accordance with the applicable Interconnection Agreement, and (C) locate, construct, operate and maintain the Project 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 premises where Hazardous Substances are present or have been Released in a location, manner or condition that would reasonably be expected to require remedial or response action pursuant to any Environmental Law, (iii) neither Seller nor the Project Company have received written notice from any Governmental Authority of an actual or potential violation of or liability under any Environmental Laws with respect to the Project, (iv) there is no pending, nor to the Knowledge of Seller threatened, litigation, claim, action, suit, proceeding or governmental investigation, in each 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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portion of the Project Site that is not necessary for the construction or operation of such Project in accordance with the Major Project Contracts, and no unrepaired casualty exists with respect to 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) Energy Regulatory Matters. As of the SC Payment Date:

(i) The Project Company has filed a notice of self-certification with FERC for status as an EWG and upon the initial generation of electric energy (including test energy) by the Project, the Project Company is an EWG and has MBR Authority that is in full force and effect.

(ii) The Project Company is not and will not become subject to regulation by FERC as a “holding company” as such term is defined in Section 1262(8) of PUHCA and 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” of a “holding company,” as such terms are used within the meaning of PUHCA. 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, upon the initial generation and delivery of electric energy (including test energy) from the Project, will be subject to regulation as a “public utility” under the FPA with MBR Authority, and such MBR Authority is in full force and effect. The Project Company is not 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 any applicable state law governing regulation by the applicable State Regulatory Authority 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 utilities is 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 the supply of electricity, capacity or ancillary services from the Project, neither the Project

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Company nor the Company is or will be: (1) subject to, or not exempt from regulation as a “public utility” under the FPA (as that term is defined in Section 201(e) of the FPA); except that the Project Company may be subject to regulation as a “public utility” (as that term is defined in Section 201(e) of the FPA) with MBR Authority, (2) subject to, or not exempt from regulatory provisions under PUHCA included within the exemptions described at 18 C.F.R. § 366.3(a); or (3) subject to rate regulation or financial or organizational regulation 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. The Project Company does not have, and has not at any time had, 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. Except as set forth on Schedule 3.1(u):

(i) All Tax Returns required to be filed by or on behalf 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, have been paid in all material respects. As of the Execution 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 liability for income Taxes, except to the extent such income Taxes either (i) have been paid 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 than those imposed by Governmental Authorities for Taxes that are not yet due. There are no audits, claims, assessments, levies, administrative proceedings, or lawsuits with respect to Taxes or Tax Returns pending or threatened against Seller or the Project Company or as to the respective Assets of Seller or the Project Company to which Seller or the Project Company could be made subject. There are no 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, and no Person has been requested to enter into any such agreement or consent. 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 ruling with respect to the Project, the Project Company or Seller, including any application for a private letter ruling that has been withdrawn.

(ii) Prior to the Purchase Date, the Project Company is disregarded as an entity 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” or is otherwise “tax-exempt” use property for federal income tax purposes (except to the extent the Company is a Disqualified Entity). No more than a de minimis portion of the Fair Market Value of the property, materials and parts that comprise the Project, on the 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 Section 168(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 Section 47(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 Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, as amended, and no such grant has been received with respect to the Project. The Project Company is not a “related person” to any taxpayer treated as purchasing power from the Project, for purposes of Code Sections 267 and 707 (other than as a result of any direct or indirect relationship between the Company and any such taxpayer treated as purchasing power from the Project).

(iv) As of the Purchase Date, (A) the Project has not generated any electricity, (B) with respect to each Inverter Block composing the Project, none of the clauses (b), (d) or (e) set forth in the definition of Placed-in-Service shall have been achieved or shall have occurred with respect to each Inverter Block composing the Project, (C) neither “Commercial Operation” (as defined in the applicable Offtake Agreements) nor “Commercial Operation” (as defined in the Interconnection Agreement) has occurred, 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 of clauses (a) through (e) set forth in the definition of Placed-in-Service has been satisfied or has occurred with respect to each Inverter Block composing the Project, “Commercial Operation” (as defined in the applicable Offtake Agreements), and “Commercial Operation” (as defined in the Interconnection Agreement) have occurred

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and each Inverter Block composing the Project has been placed in service for U.S. federal income tax purposes prior to January 1, 2026.

(vi) (A) As of the Purchase Date and SC Payment Date, Seller has not (1) taken a position on any federal, state or local tax return, tax report or tax filing, in each case, filed with a Governmental Authority, that is inconsistent with the original use by the Company, for U.S. federal income tax purposes, of the Project or any property that is part of the Project or (2) claimed with respect to the Project or any property that is part of the Project 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, tax report or tax filing, in each case, filed with a Governmental Authority, any depreciation 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 thereof is not “tax-exempt bond financed property” within the meaning of Section 168(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) The Project is not, as of the Purchase Date, and thereafter will not be, used to generate energy for the purposes of heating a swimming pool.

(x) Other than as set forth in the Cost Seg/Appraisal Report, as of the Purchase Date, there are no sales, use, ad valorem or similar taxes due in respect of the purchase 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 tax returns the purchase and sale of the Project pursuant to this Agreement as the purchase by the Company of a new Project that has not been placed in service for U.S. federal income 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 amount provided in the applicable, final Cost Seg/Appraisal Report, and the portion of such tax basis allocable to the ITC Eligible Property is not less than an amount equal to the ITC 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) Seller is not a “foreign person” within the meaning of Section 1445(b)(2) of the Code.

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(xiv) The Project is eligible for the ITC and meets the requirements of Section 48(a)(9)(B) of the Code.

(xv) As of the SC Payment Date, the fair market value of the Project 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 the meaning of and for purposes of Section 48(a)(9)(B)(ii) of the Code and the IRS Notices. As of the Execution Date, the representations and warranties made by Seller set forth in the executed Beginning of Construction Certificate are true and 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 Execution Date, the representations and warranties made by the Seller set forth in the Energy Community Certificate are true and correct. As of the Purchase Date and the SC Payment Date, the representations and warranties made by the Seller set forth in the Energy Community Bring-Down Certificate are true and correct.

(xviii) Each Inverter Block constitutes a separate unit of energy property as 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) Investment Company Act. The Project Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940. In making 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) No Bankruptcy. Neither Seller nor the Project Company is Bankrupt.

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 it is a party, to perform 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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upon execution and delivery by the Company of the other Transaction Documents to which it is a 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 of bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) No Violation. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is a party do not, and the performance by 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 breach of any provision in the organizational documents of the Company, or (iii) cause a material breach or constitute a material default of any material obligations under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel any contract, license, instrument, decree, judgment or other arrangement to which Company is a party or under which it 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) Legal Proceedings. There is no pending or threatened in writing, 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 made by the Company to execute, deliver and perform the Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

3.3 No Other Seller Representations. Except with respect to the representations and warranties expressly set forth and made by Seller in Section 3.1, Seller makes no other representation or warranty, either express or implied, hereunder, under any of the other Transaction Documents to which it is a party or otherwise with respect to itself or the Project Company or the 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 Company or the Project Company, or the future financial condition of Seller, the Company or the 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 is entitled 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 applicable Anti-Terrorism and Money Laundering Laws and Regulations or (iii) the other Party is in breach of a representation, warranty, covenant or obligation contained in this Agreement in any material respect, and such breach has not been cured within twenty (20) Business Days following 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 within such period, then the non-breaching Party shall not have a termination right for so long as the breaching Party (A) diligently pursues the cure, and (B) cures such breach within sixty (60) days from the time when the non-breaching Party became aware of such breach (for avoidance of doubt, breaches of the foregoing clause (i) or (ii) shall not be considered capable of being cured); or

(d) by the mutual written consent of Seller and the Company.

4.2 Procedure and Effect of Termination.

(a) The Party desiring to terminate this Agreement pursuant to Section 4.1(b), (c) or (d) shall give written notice of such termination to the other Party in accordance with Section 7.3, 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 any breach by that Party of this Agreement or affect the rights of the other Party to indemnification for such breach nor shall any such termination relieve any Party of any obligations that arose pursuant to this Agreement prior to such termination.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

4.3 Indemnification by Seller.

(a) Subject to Section 4.6, Seller shall indemnify and hold harmless, on an After-Tax Basis (as calculated in accordance with Section 4.3(c)), the Company, its respective members, 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 the extent relating to or arising out of or in connection with (i) the gross negligence, fraud or willful misconduct by or of Seller in connection with this Agreement or Seller’s performance hereunder, (ii) any breach, inaccuracy or failure by Seller of any of its representations, warranties or covenants 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) Prosperity Bank’s lien on the Jakubec leased tract (Tract 6, Parcel 3) for the Project, including any foreclosure of the Jakubec leased tract (Tract 6, Parcel 3); provided that in no event will Seller be liable for any such Losses to the extent caused by the gross negligence, fraud or willful misconduct of any Company Indemnified Party (other than any Company Indemnified Party that is an Affiliate of Seller), or the inaccuracy, breach or failure of the representations, warranties or covenants of the Company under this Agreement as determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction; provided, further, that the Parties acknowledge and agree that the provisions of Section 4.4 below shall govern Seller’s rights and obligations in the event of a breach that results in an ITC Loss; provided, further, that if Seller or an Affiliate of Seller delivers a subordination, non-disturbance, and attornment agreement from Prosperity Bank or, if applicable, 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) From and after the Purchase Date until the Final Completion, Seller will indemnify and hold harmless the Company Indemnified Parties from any Encumbrances (other than Permitted Liens) brought or filed in connection with the development or construction of the Project. Seller will use commercially reasonable efforts to discharge any such Encumbrances within thirty (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) For Tax reporting purposes, any amounts paid pursuant to Sections 4.3 or 4.4 shall be paid on an After-Tax Basis unless Seller provides an opinion of nationally recognized tax counsel acceptable to the Company with at least a “should” level of comfort to the effect that such payment may be treated as a non-taxable return of capital or basis and otherwise reasonably acceptable to the Company; provided that 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 Agreement resulting from breaches of representations or warranties shall be forever barred unless the Seller is notified within eighteen (18) months after the date such representation or warranty

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was made; provided that, 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 occurred which results in the Investor (as defined in the LLC Agreement) ceasing to be a Class A 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 respect to Third-Party Claims, fraud, gross negligence, and willful misconduct) until the aggregate 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 amount of claims has been reached, then the Company Indemnified Parties shall have the right to 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 ITC Loss.

(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 disallowance of, or shall suffer a recapture of (in each case, as the result of a Final Determination) all or any portion of the ITCs assumed in the Cost Seg/Appraisal Report, or (y) shall suffer a Loss in respect of the Tax Credit Transfer Agreement as a result of a claim for damages by the purchaser 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 the case of clause (x) of Section 4.4(a), (i) the amount, if any, of the ITC lost, disallowed or recaptured reduced 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 case of clause (y) of Section 4.4(a), the amount of all damages, costs and expenses (including the cost and expense of any action, suit, proceeding, assessment, judgment, settlement or compromise relating thereto and reasonable attorneys’ fees of a single external counsel and reasonable and documented out-of-pocket disbursements in connection therewith) payable by the Company under or in respect of the Tax Credit Transfer Agreement arising out of or related to such ITC Loss. As used herein, “Tax Savings” shall mean the sum of the present values as of the date of the indemnity

PURCHASE AGREEMENT (PRAIRIE BX LLC)

payment of the reductions in the U.S. federal income Taxes payable by each Company Indemnified Party as a result of the ITC Loss (computed using a discount rate equal to seven and a half percent (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 indemnification claim and the actual or, if reasonably practicable, the estimated amount thereof to 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 provide such notice promptly shall not limit or reduce such Company Indemnified Party’s right to indemnification under Section 4.4. Within thirty (30) days following receipt of an ITC Loss Claim Notice, Seller shall notify the relevant Company Indemnified Parties and the Company in writing if Seller disputes that all or a portion of such indemnification claim is subject to indemnification hereunder, specifying the amount, if applicable, so disputed, and otherwise Seller shall be deemed to have agreed that any undisputed portion of such indemnification claim is subject to indemnification hereunder. If Seller does not dispute such indemnification claim within such thirty (30) days, it shall be deemed to have agreed that such indemnification claim is subject to indemnification hereunder. Seller shall be entitled to participate in any such indemnification claim 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. If Seller elects not to assume (or fails to assume) the defense of such action, or at any time fails to diligently pursue such defense, the Company Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, and Seller shall pay all reasonable costs and expenses therefor as they are incurred promptly upon delivery to it of invoice(s) therefor. If such indemnification claim is asserted against both Seller and the Company Indemnified Party and (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 Company Indemnified Party, regardless of the number of Company Indemnified Parties. If Seller 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 Seller and the compromise or settlement includes no admission of liability and (ii) Seller shall have no liability with respect to any compromise or settlement thereof effected without consent of Seller (which shall not be unreasonably withheld, conditioned or delayed) unless Seller has failed 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, including using reasonable efforts to avoid, reduce, or recover such Losses, 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 LIMITATION OF LIABILITY.

(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, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED 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, OR PUNITIVE 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 EXCEED AN AMOUNT EQUAL TO ONE HUNDRED AND FIFTEEN PERCENT (115%) OF THE SUM OF THE AGGREGATE AMOUNT OF PROJECT PURCHASE PRICE ACTUALLY 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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subject to the indemnification obligation in Section 4.3 or Section 4.4, only one recovery of Losses shall be allowed.

4.7 Indemnification Procedures For Third-Party Claims.

With respect to Third-Party Claims brought against the Company Indemnified Parties, Seller’s obligations pursuant to Section 4.3 with 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 judgment regarding a Third-Party Claim, the defense of which has been assumed by Seller, unless such settlement, compromise or consent (i) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of any Company Indemnified Party and (ii) does not contain 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 Indemnified Party. No applicable Company Indemnified Party shall settle, compromise or consent to the entry of any judgment regarding any Third-Party Claim for which indemnification is sought and the defense of which has not been assumed by Seller, without the prior written consent of Seller.

4.8 Indemnification Procedures For Non-Third-Party Claims.

Except with respect to ITC Losses and any Third-Party Claim, if any Company Indemnified Party learns of an actual or potential indemnification claim for which such Company Indemnified Party may seek indemnification under Section 4.3, such Company Indemnified Party 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 and the actual or, if reasonably practicable, the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such indemnification claim) (the “Claim Notice”); provided, that the failure to provide such Claim Notice promptly shall not limit 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 indemnification claim is subject to indemnification hereunder, specifying the amount, if applicable, 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

DISPUTE RESOLUTION

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 RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS 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 SECTION 5.2 BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET FORTH IN SECTION 7.3. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

ARTICLE 6

GOOD FAITH NEGOTIATIONS; FORCE MAJEURE

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, performance or termination (a “Dispute”), of which Seller has provided notice 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 or partially 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 possible after the occurrence of the Force Majeure Event, provide the other Party with written notice describing the particulars of the occurrence;

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(b) the suspension of performance will be of no greater scope and of no longer duration than is required by the Force Majeure Event; and

(c) no obligation of such Party that arose before the occurrence causing the suspension of performance and that could and should have been fully performed before such occurrence will be excused as a result of such occurrence.

Notwithstanding the foregoing, in no event shall the Commitment Expiration Date be subject to extension for a Force Majeure Event, and in no event shall any failure of any condition precedent 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

GENERAL PROVISIONS

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

7.2 No Partnership. The Parties acknowledge that nothing in this Agreement will be 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 or other similar relationship. Except as expressly set forth herein, no Party is granted any right on behalf of any other Party to assume or create any obligation or responsibility binding such other Party. None of Seller’s employees, contractors or any such contractor’s employees will be or will be considered to be employees of the Company. Seller will be fully responsible for the payment of all wages, salaries, benefits and other compensation to its employees and all amounts 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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receipt requested) to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):


(a)						If to Seller:

						MN8 DevCo 3 LLC
						c/o MN8 Energy LLC
						1155 Avenue of the Americas, 27th Floor
						New York, NY 10036
						Attn: Legal
						Email: notices@mn8energy.com

						With a copy (which shall not constitute notice) to:

						Holland & Knight LLP
						811 Main St, Suite 2500
						Houston, TX 77002
						Attn: Ram Sunkara and Elizabeth Crouse
						Email: Ram.Sunkara@hklaw.com; Elizabeth.Crouse@hklaw.com

(b)						If to the Company:

						Prairie BX LLC
						c/o MN8 Energy LLC
						1155 Avenue of the Americas, 27th Floor
						New York, NY 10036
						Attn: Legal
						Email: notices@mn8energy.com

						With a copy to:

						345 Park Avenue, 31st Floor
						New York, NY 10154
						Attn: Zachary Rubenstein; Judson Finnegan
						E-mail: Zachary.Rubenstein@Blackstone.com;
						Judson.Finnegan@Blackstone.com;
						Credit-USPrivateCoordination@Blackstone.com

All notices and other communications given in accordance herewith shall be deemed given (i) on the date of delivery, if hand delivered or if sent via a nationally recognized overnight courier, (ii) on the date of receipt, if faxed or sent by electronic mail, or if such date is not a Business Day, the next Business Day following the date of receipt, provided sender can and does provide evidence of successful transmission, or (iii) on the fifth Business Day after the date of mailing, if mailed by

PURCHASE AGREEMENT (PRAIRIE BX LLC)

registered or certified mail, return receipt requested; provided that a notice given in accordance with this Section 7.3 but received on any day other than a Business Day, or after 5:00 pm Eastern time on a Business Day, in the place of receipt shall be deemed given on the next Business Day in 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 Rights and Remedies. Each Party’s rights and remedies under this Agreement are 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. If any term or other provision of this Agreement is invalid, illegal or 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 economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any Party.

7.7 Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes all prior agreements, letters of intent and understandings, both written and 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 Parties in Interest; Survival.

(a) This Agreement shall be binding upon and, except as provided below, inure solely 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 4 of this Agreement.

(b) The obligations of the Parties in Article 4, Article 5, Sections 6.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, this Section 7.9, and Sections 7.10 and 7.12 will survive the termination of this Agreement.

PURCHASE AGREEMENT (PRAIRIE BX LLC)

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 Company shall not assign this Agreement without the prior written consent of Seller; provided that Seller and the Company may assign this Agreement and any of their respective rights or obligations hereunder to any of their respective lenders as collateral security (and Seller and the Company, 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 7.10 shall be null and void and of no force or effect.

7.11 Public Announcements. Except for statements or disclosures required to be made under the Securities Act of 1933 or the Securities Exchange Act of 1934 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 the Company, and the Company shall not, without the prior written consent of Seller, in each case, disclose any of the terms and conditions of this Agreement, the other Transaction Documents or other information in respect of the transactions described in the Transaction Documents, including information delivered pursuant to the terms hereof (“Confidential Information”), other than (a) to any of its Affiliates, any of the officers, directors or employees of it or its 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; provided that (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 another Party hereto or a Person acting on such other Party’s behalf, or (C) has been independently 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 pursuant to any Governmental Authority having jurisdiction over such Party, any stock exchange on which such Party’s or its Affiliates’ securities are traded or any self-regulatory body having jurisdiction over such Party (including, to the extent applicable, the Financial Industry Regulatory Authority, Inc.), such Party and its Representatives, Advisors and Affiliates may disclose Confidential Information as so required or requested; provided that in such case such Party shall, unless otherwise prohibited by Applicable Law, (1) give prompt notice, if permitted by law, to the 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, further that no such notification shall be required in respect of any disclosure to bank, energy regulatory, insurance or financial industry regulatory authorities 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

PURCHASE AGREEMENT (PRAIRIE BX LLC)

providing financing to the Party or any Affiliate of the Party or to its Representatives and Advisors, 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 a member 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 7.12 or 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 case of Advisors, are otherwise bound by professional or legal obligations of confidentiality), (iv) any such Party and its Affiliates, Representatives and Advisors may disclose Confidential Information, and make such filings, as may be required by or recommended pursuant to this Agreement, (v) any such Party which is an insurance company or an Affiliate thereof may disclose such information to the Financial Industry Regulatory Authority, Inc. and any rating agency requiring access to its portfolio if such Party is an insurance company or an Affiliate thereof and (vi) any such Party may disclose Confidential Information to the IRS or any state taxing authority in connection with any communication regarding the tax consequences of the transactions contemplated by this Agreement. This obligation shall continue to remain in full 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. At any time from the Execution Date through and including the earlier of the (a) SC Payment Date, and (b) termination of this Agreement, the Seller has a continuing right and obligation to supplement and amend the Disclosure Schedules (each, an “Update”) (i) if after the Execution Date any information arises or is discovered which, if existing or known on the date of the Execution Date, would have been required to have been set forth on the Disclosure Schedules, and (ii) if necessary or appropriate to correct any inaccuracy in a representation or warranty made by Seller as of the Execution Date, whether or not such representation and warranty as set forth herein is qualified by reference to a Disclosure Schedule. Notification of any information disclosed in any Update pursuant to this Section 7.13 shall not be deemed to cure any 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 prior written acknowledgment and agreement of the Company 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 be deemed to incorporate all applicable Updates, including for purposes of satisfying the conditions precedent set forth in this Agreement.

(SIGNATURE PAGES FOLLOW)

PURCHASE AGREEMENT (PRAIRIE BX LLC)

IN WITNESS WHEREOF, each Party has caused this Agreement to be signed on its behalf as of the date first written above.


			SELLER:

			MN8 DEVCO 3 LLC a Delaware limited liability company


			By:
			Name:
			Title:


			By:
			Name:
			Title:

SIGNATURE PAGE TO PURCHASE AGREEMENT (PRAIRIE BX LLC)


			COMPANY:

			PRAIRIE BX LLC,


			a Delaware limited liability company


			By:
			Name:
			Title:


			By:
			Name:
			Title:

SIGNATURE PAGE TO PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 1

Knowledge Individuals

[Omitted.]

Schedule 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)

Schedule 3.1(g)

Major Project Contracts

[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)

Environmental Matters

[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

Form of SC Payment Date Notice

[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

Insurance Requirements

[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

AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT DATED AS OF November 3, 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 STATE OR JURISDICTION. SUCH INTERESTS MAY NOT BE SOLD OR OTHERWISE 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


		Page

ARTICLE I DEFINITIONS		1

1.1	Certain Definitions	1
1.2	Other Definitional Provisions	34

ARTICLE II THE COMPANY		35

2.1	Continuation of Limited Liability Company	35
2.2	Name	35
2.3	Principal Office	35
2.4	Registered Office; Registered Agent	36
2.5	Purposes	36
2.6	Term	36
2.7	Title to Property	36
2.8	Units; Certificates of Membership Interest; Applicability of Article 8 of UCC	36
2.9	No State Law Partnership	37
2.10	Separateness	37

ARTICLE III MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; MEMBER LOANS		38

3.1	Class A Interests	38
3.2	Class B Interests	38
3.3	Capital Contributions	39
3.4	Other Capital Contributions	40
3.5	Member Loans	42
3.6	Commitment Fee; No Right to Return of Capital Contributions	44
3.7	Conditions to the Obligations of Class A Member on the MC Funding Date	44
3.8	Conditions to the Obligations of Class A Member on the SC Funding Date	50
3.9	Conditions to Effectiveness	56
3.10	[Reserved]	59
3.11	Failure to Achieve SC Funding Date	59

ARTICLE IV CAPITAL ACCOUNTS; ALLOCATIONS		60

4.1	Capital Accounts	60
4.2	Allocations	61
4.3	Special Allocations	62
4.4	Allocations for Income Tax Purposes	65
4.5	Other Allocation Rules	66

LLC AGREEMENT (PRAIRIE BX LLC)


ARTICLE V DISTRIBUTIONS		67

5.1	Distributions of Available Cash Flow	67
5.2	Limitation	70
5.3	Withholding	71
5.4	Satisfaction of Certain Obligations of the Class B Members to the Class A Members	71

ARTICLE VI MANAGEMENT		73

6.1	Managing Member	73
6.2	Standard of Care; Required Consents	74
6.3	Resignation and Removal of Managing Member	82
6.4	Indemnification and Exculpation	83
6.5	Managing Member Costs and Expenses	83
6.6	Officers	83
6.7	Approved Budgets	84
6.8	Insurance	85
6.9	Post Closing Covenants	86

ARTICLE VII RIGHTS AND RESPONSIBILITIES OF MEMBERS		86

7.1	General	86
7.2	Member Voting Rights	87
7.3	Member Liability	87
7.4	Resignation	88
7.5	Member Compensation	88
7.6	Other Ventures	88
7.7	Confidential Information	89
7.8	Company Property	91
7.9	Retirement, Resignation, Expulsion, Incompetency, Bankruptcy or Dissolution of a Member	91

ARTICLE VIII ADMINISTRATIVE AND TAX MATTERS		91

8.1	Intent for Income Tax Purposes	91
8.2	Books and Records; Bank Accounts	91
8.3	Information Rights	93
8.4	Reports	93
8.5	Permitted Investments	95
8.6	Tax Elections	95
8.7	Partnership Representative and Company Tax Filings	96
8.8	Financial Accounting	99
8.9	Legend	99

LLC AGREEMENT (PRAIRIE BX LLC)


8.10	Representations, Warranties and Covenants of the Class B Member	100
8.11	Representations, Warranties and Covenants of the Sponsor Member About the Company, Project Company and Project	104
8.12	Representations, Warranties and Covenants of the Class A Member	117
8.13	Survival	119

ARTICLE IX TRANSFERS OF INTERESTS; PURCHASE OPTION		119

9.1	Transfer Restrictions	119
9.2	Permitted Transfers	120
9.3	Transfer Protection Conditions	121
9.4	Encumbrances of Membership Interest	123
9.5	Admission of Transferee as a Member	124
9.6	Buyout Events	124
9.7	Purchase Option	126
9.8	Terminated Member	127

ARTICLE X TRACKING MODEL AND FLIP DATE		127

10.1	Tracking Model	127
10.2	Calculation Rules and Conventions	128
10.3	Flip Date and Tax Return Dispute Resolution	129

ARTICLE XI INDEMNIFICATION		131

11.1	Indemnification	131
11.2	Limitation of Liability	132
11.3	Procedure for Indemnification	134
11.4	Exclusivity	135
11.5	No Right of Contribution	135
11.6	No Duplication	135

ARTICLE XII DISSOLUTION, LIQUIDATION AND TERMINATION		135

12.1	Dissolution	135
12.2	Liquidation and Termination	136
12.3	Deficit Capital Accounts	138
12.4	Termination	139

ARTICLE XIII GENERAL PROVISIONS		139

13.1	Offset	139
13.2	Notices	139
13.3	Counterparts	139
13.4	Governing Law and Severability	140

iii

LLC AGREEMENT (PRAIRIE BX LLC)


13.5	Entire Agreement	140
13.6	Effect of Waiver or Consent	140
13.7	Amendment or Modification	140
13.8	Parties in Interest	140
13.9	Further Assurances	141
13.10	Jurisdiction	141

LLC AGREEMENT (PRAIRIE BX LLC)

ANNEXES, EXHIBITS AND SCHEDULES


Exhibit A			Base Case Model
Exhibit B			Members; Initial Capital Account Balances
Exhibit C			Form of Membership Interest Certificate
Exhibit D			Form of Assignment Agreement
Exhibit E			Initial Approved Budget
Exhibit F-1			Form of Operating Report
Exhibit F-2			Form of Distribution Date Report
Exhibit G-1			Form of Independent Engineer’s Mechanical Completion Certificate
Exhibit G-2			Form of Independent Engineer’s Substantial Completion Certificate
Exhibit H-1			Form of Beginning of Construction Certificate
Exhibit H-2			Form of Beginning of Construction Bring-Down Certificate
Exhibit I-1			[Reserved]
Exhibit I-2			[Reserved]
Exhibit J-1			Form of Energy Community Certificate
Exhibit J-2			Form of Energy Community Bring Down Certificate
Exhibit K			Forms of Estoppel Certificates
Exhibit L			[Reserved]

Exhibit M-1			[Reserved]
Exhibit M-2			[Reserved]
Exhibit N			Form of Payoff Letter


Schedule 1			Major Project Contracts
Schedule 2			Permits
Schedule 3			Target Funding Dates
Schedule 5.1(a)(i)(A)			Preferred Distributions
Schedule 5.1(a)(i)(B)			Back-Leverage Return
Schedule 5.1(b)			TCTA Proceeds Sharing
Schedule 6.8			Insurance
Schedule 8.11(a)			Environmental Matters
Schedule A			Knowledge Individuals

LLC AGREEMENT (PRAIRIE BX LLC)

PRAIRIE BX LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY 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 “Project Company”), a Delaware limited liability company that will develop, construct, own and operate a 183 MWDC solar energy generating facility in Champaign County, Illinois (the “Project”).

C. The Sponsor Member, as the former sole member of the Company, entered into that certain Limited Liability Company Agreement of the Company, dated as of October 1, 2025, (the “Prior LLC Agreement”), and at all times prior to the Execution Date, the Sponsor Member owned 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 existing interests in the Company of the Sponsor Member into the Class B Interest, and to further set forth the respective rights and obligations of the Members with respect to the Company.

NOW, THEREFORE, in consideration of the premises and the mutual undertakings contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions.

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

“AAA” has the meaning set forth in Section 10.3(b).

LLC AGREEMENT (PRAIRIE BX LLC)

“Act” means the Delaware Limited Liability Company Act, 6 Del. Code §§ 18-101 et seq., as amended from time to time, and any successor statutes.

“Adjusted Capital Account” means, with respect to any Member, the balance in the Capital Account established and maintained for such Member as of the end of the relevant Taxable Year, 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) that such Member is obligated to contribute to the Company or to restore pursuant to Section 12.3 of 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 the provisions of Regulation § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

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

“Affected Member” has the meaning set forth in Section 9.6(b).

“Affiliate” means, with respect to any Person, a Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with the Person 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. 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 Advisors LP shall not be deemed to be Affiliates of the Project Company, the Company, the Class 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 a Class B Member be deemed to be an Affiliate of any Member or any of their respective Affiliates (other than such Class B Member, the Company, or, in the case of any other Affiliate, to the extent 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.

LLC AGREEMENT (PRAIRIE BX LLC)

“Agreement” has the meaning set forth in the preamble hereto.

“ALTA Survey” means an ALTA/NSPS Land Title Survey of the Project Site 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 3.8(q) of this Agreement, Table A Item 19), and sufficient to remove all standard survey exceptions to the Title Policy.

“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 not found..

“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, binding and conclusive. If the relevant Parties are unable to agree on a Qualified Appraiser, then, within ten (10) Business Days of written notice from the initiating party of the commencement of an Appraisal Procedure, the Class A Members, on the one hand, and the Class 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 attempt to agree upon the subject of the appraisal. If either of the applicable Parties fails to appoint

LLC AGREEMENT (PRAIRIE BX LLC)

its respective Qualified Appraiser within such ten (10) Business Day period, the determination of 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 question within thirty (30) days after the date on which the last of the Qualified Appraisers is appointed, such Qualified Appraisers shall jointly appoint a third Qualified Appraiser or, if such Qualified Appraisers do not appoint a third Qualified Appraiser, the applicable Parties shall jointly appoint the third Qualified Appraiser. In such case, the average of the determinations of the three Qualified Appraisers shall be conclusive and binding on the Parties, unless the determination of one Qualified Appraiser is disparate from the middle determination by more than twice the amount by which the third determination is disparate from the middle determination, in which case the determination of the most disparate Qualified Appraiser shall be excluded, and the average of the 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 Qualified Appraiser mutually agreeable to both Parties and (ii) if the Parties are unable to agree on 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.

“Approved Budget” has the meaning set forth in Section 6.7.

“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 Project Company and withdrawals of cash previously reserved (excluding all Capital Contributions and excluding TCTA Proceeds), less the portion thereof used for payment of expenses, less any deposits to Permitted Reserves.

“Back-Leverage Collateral Agent” means Natixis, New York Branch

“Back-Leverage Return” means, with respect to the Class B Members, for each applicable 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).

LLC AGREEMENT (PRAIRIE BX LLC)

“Back-Leverage Loan Documents” means (a) for so long as the Project is indirectly owned by MN8 Bleeker 2 LLC, the “Credit Documents” as such term is defined in that certain Credit Agreement, dated as of December 31, 2024, as amended from time to time, by and among Seller, MN8 Bleeker 2 LLC, MN8 FMG Class B LLC, Natixis, New York Branch as administrative agent and collateral agent, and the financial institutions from time to time party thereto as lenders and issuers of letters of credit, and (b) thereafter, the “LC Facility Documents” and the “Note Documents” as each such term is defined in that certain Intercreditor Agreement, dated as of July 9, 2025, by and among MN8 Portfolio IV LLC, MN8 Mulberry BESS Holdco LLC, MN8 Portfolio 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.

“Base Case Model” means the financial equity base case model, “MN8AssetModel_20251016_v09.xlsx”, attached hereto as Exhibit A as 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.

LLC AGREEMENT (PRAIRIE BX LLC)

“Beneficial Ownership Regulation” means 31 C.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).

“Buyout Purchasers” has the meaning set forth in Section 9.6(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 4.1 of this Agreement.

“Capital Contribution” means any capital contribution to the Company, including any capital contributions made by Members pursuant to Article III hereof, 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).

“Cash Distributions” has the meaning set forth in Section 10.2(c).

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

“Cash Trigger Amount” has the meaning set forth in 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.

“Change in Applicable Law Event” means a change in Applicable Law that (a) renders or would reasonably be expected to render any Transaction Document illegal or unenforceable or the 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 reflected in the Base Case Model, does or would reasonably be expected to (i) materially adversely 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.

LLC AGREEMENT (PRAIRIE BX LLC)

“Change in Tax Law” means (a) any change in or amendment to the Code; (b) any change in, or issuance of, or promulgation of any temporary or final Regulations; (c) decision of the U.S. Tax Court, the U.S. Court of Federal Claims, a U.S. District Court, a U.S. Court of Appeals or the U.S. Supreme Court, that applies, advances or articulates a new or different interpretation of analysis of any provision of the Code, any other applicable federal tax statute or any temporary or 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 provision of the Code, any other applicable federal tax statute or any temporary or final Regulation, 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 of the Project Company and Project or (ii) the Company, the Project Company, the Project or any Class A Members or the purchaser under a Tax Credit Transfer Agreement in connection with (1) the acquisition or ownership of the Class A Interests, (2) the allocations with respect thereto or (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.

“Claim Notice” has the meaning set forth in Section 11.3.

“Claims” means all claims, suits, demands, injunctions, actions, causes of action, assessments, cleanup and remedial obligations, judgments, awards, liabilities, losses (including amounts paid in settlement of claims), damages (including any consequential, punitive, incidental or special damages recovered by any Third Party but excluding any consequential, punitive, incidental or special damages asserted by any Member or an Affiliate), fines, fees, taxes, penalties, costs and expenses of every kind and character (including litigation costs and reasonable attorneys’ 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 Guarantors in favor of the Class B Members, dated as of the date hereof, which shall guarantee the Class B Members the payment when due of the Class A Mechanical Completion Capital Contributions and the Class A Substantial Completion Capital Contributions.

“Class A DRO Cap” means $9,600,000.

“Class A Guarantors” means 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 BGREEN III Co-Investment Fund C LP, and BXC BGREEN III Parallel Co-Invest Fund SE II LP.

“Class A Imputed Underpayment” means, in respect of an Imputed Underpayment Final Determination, all or any portion of the Imputed Underpayment determined by taking into account (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.

LLC AGREEMENT (PRAIRIE BX LLC)

“Class A Interest” means, with respect to a Class A Member: (a) such Class A Member’s status as a Class A Member; (b) such Class A Member’s share of Company Items, and the right to 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 participate in the management of the Company, to the extent provided in this Agreement; 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.

“Class A Mechanical Completion Contribution” has the meaning set forth in Section 3.3(a).

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

“Class A Member Base Return” means a Pre-Tax IRR of 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.

“Class A Member Commitment” means $64,000,000.

“Class A Member Investment Amount” means the amount that is needed to be contributed 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, provided that 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.

“Class A Substantial Completion Contribution” has the meaning set forth in Section 3.3(b).

“Class A TCTA Proceeds Amount” means an amount equal to the Class A TCTA Proceeds Percentage of the amount of TCTA Proceeds set forth in the Updated Base Case Model associated with the Tax Credit Transfer Agreement entered into in connection with ITCs associated with the 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).

“Class A Unit” means a unit representing a Class A Interest having the rights, preferences and designations provided for such class in this Agreement.

“Class A Withdrawal” has the meaning set forth in Section 3.11(a).

“Class A Withdrawal Trigger Event” has the meaning set forth in Section 3.11(a).

“Class B Imputed Underpayment” means, in respect of a Imputed Underpayment Final Determination, all or any portion of the Imputed Underpayment determined by taking into account

LLC AGREEMENT (PRAIRIE BX LLC)

(on a standalone basis) only those Partnership Adjustments that resulted from breach of any representations, warranties, or covenants by the Class B Members, the Managing Member (as long as it is an Affiliate of a Class B Member), or the Partnership Representative (as long as it is an Affiliate of a Class B Member) under this Agreement or the Seller under the Purchase Agreement.

“Class B Interest” means, with respect to any Class B Member: (a) such Class B Member’s status as a Class B Member; (b) such Class B Member’s share of Company Items, and the right to 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 participate in the management of the Company, to the extent provided in this Agreement; 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.

“Class B Mechanical Completion Contribution” has the meaning set forth in Section 3.3(a).

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

“Class B Substantial Completion Contribution” has the meaning set forth in Section 3.3(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.

“Class B Unit” means a unit representing a Class B Interest having the rights, preferences and designations provided for such class in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor federal tax statute or other federal income tax law.

“Commitment Expiration Date” means the earlier of (i) the SC Funding Date and (ii) June 30, 2026.

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

“Company” has the meaning set forth in the recitals hereto.

“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.

LLC AGREEMENT (PRAIRIE BX LLC)

“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).

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

“Consent of All Members” means (a) the consent or approval of each Class A Member and (b) the consent or approval of each Class B Member.

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

“Construction Indebtedness” means Indebtedness under the Construction Loan Agreement subject to the terms of the applicable Forbearance Agreement.

“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.

“Contribution Value” means the Value of a Company asset contributed by a Member to the Company on the date of such contribution (net of liabilities secured by such contributed asset that the Company is treated as assuming or taking subject to).

“Control” means the possession, directly or indirectly, of either of the following:

LLC AGREEMENT (PRAIRIE BX LLC)

“Cost Seg/Appraisal Report” means the report issued and prepared by the Appraiser, 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” has the meaning set forth in Section 11.1(a).

“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 the depreciation, amortization, or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to an asset for such period, except that (a) with respect to any asset the Gross Asset Value of which differs from its adjusted tax basis for U.S. federal income tax purposes at the beginning of such period and which difference is being eliminated by use of the “remedial allocation method” as defined by Regulation § 1.704-3(d), Depreciation for such Taxable Year or 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 any other asset the Gross Asset Value of which differs from its adjusted tax basis for U.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. federal income tax depreciation, amortization, or other cost recovery deduction allowable for such 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.

“Disqualified Entity” means at any time during the Recapture Period, (a) the United States, 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 by the Code (including any tax-exempt entity within the meaning of Section 168(h)(2) of the Code and any tax-exempt controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Code if such entity has not made the election provided in Section 168(h)(6)(F)(ii) of the Code), (c) any Person who is not a “United States person” as defined in Section 7701(a)(30) of the Code, (d) any Indian tribal government described in Section 7701(a)(40) of the Code, (e) a real estate investment trust, as defined in Code Section 856(a), (f) a regulated investment company as defined in Code Section 851(a), (g) a cooperative organization described in Section 1381(a) of the Code, or (h) any partnership or other pass-through entity, any direct or indirect partner (or other holder of an equity 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

LLC AGREEMENT (PRAIRIE BX LLC)

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 applies with respect to the income from the Company for that Person, or (ii) the Person is described 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.

“Disqualified Person” means any Person that (a) is a Sanctioned Person or (b) is or has been, in the past five (5) years, subject to any investigation, claim, action, proceeding or litigation 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.

“Distribution Date” means a Business Day which is within fifteen (15) Business Days after the last Business Day of any Semi-Annual Period.

“Distribution Value” means the Value of a Company asset distributed to a Member by the 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).

“DRO Notice” has the meaning set forth in Section 12.3(a).

“DRO Zero Date” means (a) if the Adjusted Capital Account of each Class A Member does not have a deficit as of the Flip Point, the Flip Point, or (b) if the Adjusted Capital Account of any 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.

“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.

LLC AGREEMENT (PRAIRIE BX LLC)

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

“Energy Manager” means the counterparty(ies) to the Energy Management Agreement.

“Environmental Consultant” means SWCA Environmental Consultants.

“Environmental Laws” means any and all Applicable Laws pertaining to the environment, 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.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.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 of 1976, 42 U.S.C. §§ 6901 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq. (to the extent any provisions thereof relate to environmental matters); the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 et seq.; the Bald and Golden Eagle Protection 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 and all amendments or regulations promulgated thereunder; and (c) any applicable decisional law of any Governmental Authority, as each of the foregoing may be amended or supplemented 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.

“Environmental Permits” means all Permits issued or required under any Environmental Law.

“Environmental Report” means the final Phase I Environmental Site Assessment prepared by the Environmental Consultant for the Project as such report may be updated as contemplated herein.

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

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

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

LLC AGREEMENT (PRAIRIE BX LLC)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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

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

“ESG Consultant” means TRC Environmental Corporation.

“Event of Loss” means any casualty, loss, damage, theft, or destruction of the Project causing damage to the Project in excess of $2,000,000 that is unrepaired or otherwise unremedied.

“EWG” means an “exempt wholesale generator” within the meaning of Section 1262(6) of PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“Execution Date” has the meaning set forth in the preamble hereto.

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

“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., 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 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 administrative appeals have been exhausted by either party), (b) a closing agreement entered into

LLC AGREEMENT (PRAIRIE BX LLC)

pursuant to Section 7121 of the Code or any other settlement agreement entered into in connection with an administrative or judicial proceeding and in accordance with this Agreement (including, for the avoidance of doubt, any required consent of the Members in Article VIII), (c) the expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit 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.

“Final Partnership Adjustment Determination” means a Final Determination of a Final Partnership Adjustment Notice, provided that such Final Determination is prosecuted in a manner consistent with Article VIII.

“Final Partnership Adjustment Notice” means a notice of final partnership adjustment mailed by the IRS under Section 6231(a)(3) of the Code with respect to a Partnership Adjustment for a Taxable Year.

“Fiscal Quarter” means the calendar quarters each ended March 31, June 30, September 30 and December 31 during each Fiscal Year.

“Fiscal Year” means (a) the period commencing on the Execution Date and ending on the immediately succeeding December 31, (b) any subsequent calendar year until the last full calendar year prior to the date on which the Company is terminated under Article XII hereof, and (c) the period commencing on January 1 of the calendar year in which the Company is terminated under Article XII hereof and ending on the date on which the Company is terminated under Article XII hereof.

“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, all or any portion of the Imputed Underpayment determined by taking into account (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 Contribution to be made by the Class A Member as a result of such Flip Imputed Underpayment).

“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 Investor and the financing parties providing financing under the Construction Loan Agreement (or such financing providers’ agent), in form and substance acceptable to the Investor.

“FPA” means the Federal Power Act, as amended, and FERC’s implementing regulations thereunder.

LLC AGREEMENT (PRAIRIE BX LLC)

“Fundamental Decision” has the meaning set forth in Section 6.2(b).

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

“GAAP” means generally accepted accounting principles in the United States of America consistently applied.

“Governmental Authority” means any foreign, federal, territorial, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court, tribunal, arbitrating body or other 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) the Gross Asset Values of all the Company assets will be adjusted to equal their respective Values (taking Code Section 7701(g) into account) upon the occurrence of any of the following events: (i) the acquisition of a new or additional Membership Interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property (including cash) as consideration for all or a portion of a Membership Interest; (iii) the liquidation of the Company within the meaning of Regulation § 1.704-1(b)(2)(ii)(g); (iv) the grant of a Membership Interest (other than a de minimis Membership Interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of becoming a Member; and (v) the occurrence of any other event with respect to which a revaluation of Company assets is permitted under Regulation § 1.704-1(b)(2)(iv)(f); provided, however, that an adjustment pursuant 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) to any Member shall be adjusted to equal the Value (taking Code Section 7701(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

LLC AGREEMENT (PRAIRIE BX LLC)

determining Capital Accounts pursuant to Regulation § 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 pursuant to clause (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset (and not the depreciation, 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, or other capital event), or any subsequent guarantor in accordance with Section 9.3(g)(iii).

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

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

“Imputed Underpayment” means, with respect to the Company, an imputed underpayment within the meaning of Section 6225(b) of the Code.

“Imputed Underpayment Defaulted Contribution” has the meaning set forth in Section 3.4(d)(iv).

“Imputed Underpayment Final Determination” has the meaning set forth in Section 8.7(d)(iii).

LLC AGREEMENT (PRAIRIE BX LLC)

“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 obligations of a like nature incurred in the Ordinary Course of Business which are less 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 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 title retention instruments whether short term or long term, (g) any obligations of the types referred 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).

“Indemnification Claims” has the meaning set forth in Section 11.1(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).

“Independent Engineer” means Enertis Solar Inc. or another independent engineering firm reasonably acceptable to the Investor.

“Independent Engineer Report” means the final report of the Independent Engineer with respect to the Project, dated on or before the Execution Date, as it may be updated as contemplated herein.

“Independent Expert” has the meaning set forth in Section 10.3(a).

“Indirect Membership Interest” means, with respect to any Person that has an indirect ownership interest in a Membership Interest, any share, capital stock, partnership, membership or 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.

“Insurance Consultant” means Moore McNeil or another independent insurance consultant reasonably acceptable to the Investor.

“Insurance Consultant Report” means the final report of the Insurance Consultant with respect to the Project, dated on or before the Execution Date, as it may be updated as contemplated herein.

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

“Interconnection Provider” means Midcontinent Independent System Operator, Inc.

LLC AGREEMENT (PRAIRIE BX LLC)

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

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

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

“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” has the meaning set forth in the preamble hereto.

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

“Investor Indemnified Party” has the meaning set forth in Section 11.1(a).

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

“IRS Notices” means IRS Notice 2018-59, 2018-28 I.R.B. 196, IRS Notice 2019-43, 2019-31 I.R.B. 487, IRS Notice 2020-41 2020-25 I.R.B. 954, IRS Notice 2021-41, 2021-29 I.R.B. 17, IRS Notice 2022-61, 2022-52 I.R.B. 560, IRS Notice 2023-29, 2023-20 I.R.B. 1 (April 10, 2023) and any subsequent IRS notice or published guidance or interpretation for the amendment to Section 48(a)(2)(A)(i)(II) of the Code by Consolidated Appropriations Act (Pub. L. No. 114-113, 129 Stat. 2242 (2015)).

“ITC” means the energy tax credit provided for under Section 48 of the Code.

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

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

“Knowledge” means, with respect to the Class B Member and Sponsor Member, the actual knowledge, after due inquiry, of the individuals listed on Schedule A and any replacement for any such individual with substantially similar responsibilities.

“Liquidating Events” has the meaning set forth in Section 12.1.

“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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respective Representatives or Advisors or otherwise delivering such items (including by electronic 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 after the date on which the Managing Member has directly notified (including by electronic mail) the Class A Members in accordance with Section 13.2 (which notice shall be in addition to any notification provided automatically by the Data Room) that such document, electronic file, or other material is posted to the Data Room.

“Major Decision” has the meaning set forth in 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.

“Major Project Contract” means (a) each of those Contracts set forth on Error! Reference source 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 Company or in relation to the Project with expenditures, liabilities or revenues reasonably expected to exceed $500,000 in any calendar year or $2,000,000 in the aggregate and (d) any credit support instruments provided in connection with any of the foregoing; provided, however, that any Major Project Contract shall cease to be a Major Project Contract once the parties thereto have performed 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).

“Majority Consent of the Members” means (a) the consent or approval of Class A Members holding more than fifty percent (50%) of the Class A Units and (b) the consent or approval of Class B Members holding more than fifty percent (50%) of the Class B Units.

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

“Management Services Provider” means GSRP Services LLC.

“Managing Member” means the Member appointed by the Members pursuant to Article VI to manage the affairs of the Company and any other Member hereafter appointed as a successor Managing Member of the Company as provided in Article VI. Pursuant to its appointment by the Members in Section 6.1(a), the Sponsor Member shall be the initial Managing Member of the Company.

“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 .

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“MBR Tariff” has the meaning set forth in the definition of “MBR Authority”.

“MC Funding Date” means the first Business Day on which each of the conditions set forth in Section 3.7 have been satisfied or waived by the Class A Member in its sole discretion.

“MC Funding Date Notice” has the meaning set forth in Section 3.7(a).

“Mechanical Completion” means the occurrence of “Mechanical Completion” as such term 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) of the definition of Placed-in-Service shall have occurred with respect to any Inverter Block that composes any part of the Project and (iii) (A) neither “Commercial Operation” (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 thereafter agrees to be bound hereby and is admitted to the Company as a Member pursuant to this Agreement, excluding any Person (a) having solely the status of an assignee, or (b) that has ceased 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 reference to a Member in this Agreement shall mean such Person in its capacity as a member of the Company.

“Member Loan” shall mean a loan provided for in Section 3.5(b), Section 3.5(c) or Section 3.5(d).

“Member Loan Notice” has the meaning set forth in Section 3.5(a).

“Member Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in Regulations Section 1.704-2(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.

“Membership Interest” means either the Class A Interest or the Class B Interest or both, as the context requires.

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

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

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

“MRO” means the Midwest Reliability Organization and its successors.

“MW” means megawatts direct current, and unless otherwise specified, such amount shall be as calculated under standard test condition.

“MW(ac)” means megawatts alternating current.

“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.

“Net Income” and “Net Loss”, respectively, for any period means the income or loss of the Company for such period as determined in accordance with the method of accounting followed by the Company for U.S. federal income tax purposes, including, for all purposes, any income exempt from tax and any expenditures of the Company that are described in Code Section 705(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, that in determining Net Income and Net Loss and every item entering into the computation thereof, solely for the purpose of adjusting the Capital Accounts of the Members (and not for tax purposes), (i) any income, gain, loss or deduction attributable to the disposition of any Company asset shall be computed as if the adjusted basis of such Company asset on the date of such disposition equaled its Gross Asset Value as of such date, (ii) if the Gross Asset Value of any 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; provided further, however, that any item (computed with the adjustments in the preceding proviso) allocated under Section 4.3 shall be excluded from the computation of Net Income and Net Loss.

“Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(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).

“O&M Agreement” means the Contract(s) under the heading “O&M Agreement” in Error! Reference source not found..

“O&M Contractor” means the counterparty(ies) to the O&M Agreement(s).

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

“Officer” and “Officers” have the meanings set forth in Section 6.6(a).

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

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

“Operator Indemnification Claims” has the meaning set forth in Section 11.1(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 with custom and practice for comparable businesses in the PV solar energy generation industry.

“Outside Activities” has the meaning set forth in Section 7.6.

“Parent” means, with respect to a Member, the Person or Persons that Controls such Member; provided that for so long as more than 50% of the equity interests (including the voting interests) of Sponsor Member continue to be owned by Guarantor, the Parent of Sponsor Member shall be Guarantor. The Investor shall be deemed to not have a “Parent” for purposes of this Agreement.

“Partnership Adjustment” means a “partnership adjustment” within the meaning of Section 6241(2) of the Code to the federal income tax returns of the Company.

“Partnership Representative” has the meaning set forth in Section 8.7(a).

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

“Performance Test” means tests required to be performed pursuant to the EPC Contract to demonstrate that the Project is capable of operation for its intended purpose.

“Permitted Investments” has the meaning set forth in Section 8.5.

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B to the applicable title commitment or pro forma as of the Execution Date and to the Title Policy,(f) judgment Encumbrances that do not involve any risk of forfeiture of the Project that, within ten (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) deposits or pledges required to secure the performance of statutory obligations, 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 Company or the Company, as reasonably determined from time to time by the Managing Member, (iii) reserves for expenses that are clearly identified and expected with reasonable certainty to become due and payable that are not included in the Approved Budget; provided that 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 Company by the Class B Members in accordance with Section 3.4 in respect of disputed payments under any Major Project Contract, and (v) such other reserves as established with the Majority Consent of the Members.

“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) initial synchronization of such Inverter Block to the grid has occurred, (c) all preoperational testing (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 part of the Project, the date that such Inverter Block has satisfied at least four of clauses (a) through (e) set forth in the definition of “Placed-in-Service”.

“Preferred Distribution” means, with respect to the Class A Members, for each applicable quarter (beginning with the quarter in which both “Commercial Operation” (as defined in the

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Offtake Agreement) and “Commercial Operation” (as defined in the Interconnection Agreement) have occurred), an amount of Available Cash Flow as set forth for such quarter on Schedule 5.1(a)(i)(A) (as updated in accordance with this Agreement).

“Pre-Tax IRR” means, with respect to the Holder of a Class A Unit and at the time of any determination, the annual effective discount rate (calculated and compounded using the Microsoft Excel XIRR function on all pre-tax cash flows and otherwise calculated in accordance with the rules and conventions set forth in Sections 10.2(a) through (d)) which causes A equal to B, where (i) A is the sum of (a) the present value of all Cash Distributions in respect of such Class A Unit, 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 foregoing clause (a); and (ii) B is the present value of the aggregate amount of the Class A Member Capital Contributions (taking into account the timing of such Class A Member Capital Contributions and including any Capital Contribution by the Class A Members in respect of Flip Imputed Underpayments (but excluding any Capital Contribution in respect of the Class A Imputed Underpayment)); provided, for the avoidance of doubt, that the determination of such discount rate shall not take into account the commitment fee described in Section 3.6(a)(i).

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

“Prohibited Transferee” means any Person: (a) which is, or whose Affiliate is, then a party 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), as applicable, shall not have consented to the Transfer to such 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 Section 9.2(b)(iii)) shall be deemed not to be an action, suit or proceeding for the purposes of this clause (a); (b) that is, or whose Affiliate is, a Disqualified Person; (c) that is a Disqualified Entity; or (d) that is Bankrupt.

“Project” has the meaning set forth in the recitals hereto.

“Project Company” has the meaning set forth in the recitals hereto.

“Project Costs” means without duplication, all costs incurred by Company and the Project 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.

“Proposed Change in Tax Law” means (a) any proposed Regulation and (b) any proposed change in or amendment to the Code or another federal income tax statute under legislation that is

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(i) enacted or passed by either house in Congress, (ii) included in a bill reported out of the 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 further guidance could be modelled with specificity, that, if it became law or was issued as a final 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 ownership of the Class A Interests, (Y) the allocations with respect thereto or (Z) the ability of the 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).

“Prudent Industry Practices” means those practices, methods and acts, of which there may be more than one and as the same may change from time to time, engaged in or approved by a significant portion of the PV 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 approximate geographic location as the Project that, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with Applicable 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, including spare parts inventories, are available to meet the Project’s needs; (b) sufficient personnel are available during business hours and are adequately experienced and trained, and, if necessary, 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 intended to be limited to the optimum or minimum practice or method to the exclusion of all others, but rather to be a spectrum of reasonable and prudent practices and methods as commonly practiced in the PV solar energy generating industries in the same approximate geographic region 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 decision was 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) perform its duties in compliance with the requirements of the Major Project Contracts,

(b) perform its duties in a commercially reasonable manner consistent with applicable PV solar energy generation industry standards, taking into account, during the recapture period, the requirements to avoid a recapture of the ITCs, (c) perform its duties in compliance with Prudent Industry Practices, (d) perform the duties in accordance with industry standards consistent with custom and practice for comparable businesses in the PV solar energy generation industry, (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” 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 Agreement” means the Purchase Agreement, dated as of the Execution Date, between the Company and the Seller.

“Purchase Date” has the meaning ascribed to such term in the Purchase Agreement.

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

“Purchase Option Date” means the date of the closing of the purchase and sale of the Class A Units contemplated by Section 9.7(c).

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

“Qualified Appraiser” means a third-party appraiser which shall be jointly selected by the 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 facilities in the United States and similar to the Project, in each case determined on a net ownership basis taking into account such Person’s percentage ownership in such assets (without accounting

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for any percentage interest held in a passive capacity, including by passive tax equity investors, or any percentage interest to be held in the Company) and such Person must have done so for a period 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 than BBB by S&P or Baa2 by Moody’s, such Person’s credit rating shall not be on negative watch by S&P or Moody’s, as applicable) or (ii) has a direct or indirect Parent with a credit rating of “BBB” or higher by S&P and “Baa2” or higher by Moody’s and 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..

“Recapture Period” means the period from the Execution Date through the date that is five (5) years from the date that the last Inverter Block is Placed-in-Service.

“Regulatory Allocations” has the meaning set forth in Section 4.3(i).

“Representatives” has the meaning set forth in 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 Designated Nationals and Blocked Persons List maintained by OFAC, (b) domiciled, organized or resident in, or any Governmental Authority of, a country or territory that is the subject of comprehensive Economic Sanctions Laws and Regulations (c) owned or controlled by, 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.

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estoppel certificate), EPC Contractor, suppliers of all Major Equipment (unless the relevant Major 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 counterparty and the Interconnection Provider (such estoppel from the Interconnection Provider to be subject to a commercially reasonable efforts standard).

“SC Funding Date” means the first Business Day on which each of the conditions set forth in Section 3.8 have been satisfied or waived by the Class A Member in its sole discretion.

“SC Funding Date Notice” has the meaning set forth in Section 3.8(a).

“Section 6226 Election” has the meaning set forth in 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” means MN8 DevCo 3 LLC, a Delaware limited liability company.

“Semi-Annual Period” means the semi-annual periods each ended June 30 and December 31 during each Fiscal Year.

“Shared Facilities Agreement” means the Contract(s) under the heading “Shared Facilities 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” means MN8 Energy LLC, a Delaware limited liability company (or its successor in interest following any merger, division, recapitalization, or other capital event).

“Sponsor Member” has the meaning set forth in the preamble hereto.

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

“State Regulatory Agency” means the state regulatory body having jurisdiction over retail electricity sales, including ICC under applicable Illinois law.

“Substantial Completion” means the occurrence of “Substantial Completion” as such term (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 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 such 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.

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

“Target SC Funding Date” means the date set forth under the heading “Target SC Funding Date” in Schedule 3.

“Tax Benefits” means, with respect to a Class A Unit, the periodic federal income tax savings resulting from (i) the distributive share of the ITC 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 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 Distribution” has the meaning set forth in Section 5.1(g)(i).

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

“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.

“TCTA Proceeds” means the proceeds of any payments by or on behalf of the purchaser(s) under or in respect of each Tax Credit Transfer Agreement.

“Terminated Member” has the meaning set forth in Section 9.8.

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

“Third-Party Claim” means any claim, action, or proceeding made or brought by any 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.

“Title Policy” means an ALTA 2021 form owner’s title insurance policy in the amount of 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 Protection Lien; ALTA 17-06 Access; ALTA 17.2-06 Utility Access; ALTA 18.2-06 Multiple Tax Parcel; ALTA 26 Subdivision; ALTA 36-06 Energy Project Leasehold; ALTA 36.4-06 Covenants, Conditions, and Restrictions; ALTA 36.6-06 Energy Project Encroachments; ALTA 25.1-06 Same as Portion of Survey; ALTA 3.2 Zoning; ALTA 19-06 Contiguity – Multiple Parcels; ALTA 35.3-06 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.

“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 disposition of Class A Units or Class B Units (and the Membership Interests represented thereby), 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 Encumbrance on any Membership Interest or Indirect Membership Interest, but includes any sale, transfer, assignment, conveyance, gift, exchange or other disposition in connection with, or in lieu of, the foreclosure of an Encumbrance.

“Transfer Protection Conditions” has the meaning set forth in Section 9.3.

“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 Consultant with respect to the Project as such report may be updated as contemplated herein.

“Trigger Percentage” has the meaning set forth in Section 10.2(d)(i).

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code in effect in the State of Delaware from time to time.

LLC AGREEMENT (PRAIRIE BX LLC)

“Units” means either the Class A Units or the Class B Units or both, as the context requires.

“Updated Base Case Model” means an updated Base Case Model, rerun to reflect the following adjustment factors: (1) any Change in Tax Law, (2) any Proposed Change in Tax Law, (3) the actual date that each Inverter Block composing a part of the Project is placed in service for U.S. federal income tax purposes and any changes to depreciation and recognition of ITC relating to the timing of such dates, (4) the Funding Dates with respect to the Project, (5) any changes to the tax basis or actual costs incurred or reasonably expected to be incurred to acquire, 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 correction of any manifest errors and clerical inaccuracies, (11) the actual “Commercial Operation 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 amount of TCTA Proceeds actually received or to be received by the Company and distributed to 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 119th United States Congress.

“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 Other Definitional Provisions.

(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 Articles and Sections of this Agreement, and all references to Exhibits and Schedules are intended to refer to Exhibits and Schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes. Information contained in any Schedule shall be deemed contained 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 Business Day shall mean the first Business Day after such date. Any reference to a Person shall be deemed to include such Person’s successors and permitted assigns. Unless otherwise stated, any reference to any document or documents (including terms defined therein) shall be deemed to refer 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

LLC AGREEMENT (PRAIRIE BX LLC)

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 this Agreement. References to money refer to legal currency of the United States of America. Any term defined in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning ascribed thereto whether or not such other document, instrument or agreement remains in effect.

ARTICLE II

THE COMPANY

2.1 Continuation of Limited Liability Company.

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, which was formed as a Delaware limited liability company by the filing of the Delaware 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 otherwise expressly provided herein. The Managing Member shall from time to time execute or cause to be executed all such certificates, instruments and other documents, and cause to be done all such filings and other actions, as the Managing Member may deem necessary or appropriate to operate, continue, or terminate the Company as a limited liability company under the laws of the State of Delaware and to qualify the Company to do business in all 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 Member may designate from time to time, with prior written notice to the Members. The Managing Member shall take any action that it determines is required to comply with the Act or similar statute in effect in each jurisdiction or political subdivision in which the Company conducts or proposes to conduct business and the Members agree to execute any documents reasonably requested by the Managing Member in connection with any such action.

2.3 Principal Office.

The Company shall maintain a principal office which shall be located at c/o MN8 Energy LLC, 1155 Avenue of the Americas, 27th Floor, New York, New York 10036. The Managing Member may change the principal office of the Company from time to time upon prior written notice to the Members. The Managing Member shall maintain all records of the Company at its principal office or such location designated by the Managing Member in a notice to the Members.

LLC AGREEMENT (PRAIRIE BX LLC)

2.4 Registered Office; Registered Agent.

The name of the registered agent of the Company in the State of Delaware shall be c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, 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.

The purpose of the Company is to own the limited liability company interests in the Project Company, in order to, directly and indirectly through the Project Company, develop, construct, own, finance, operate and maintain the Project; and in furtherance thereof to (and cause the Project 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, related or appropriate to accomplish the foregoing that may be engaged in by a limited liability company formed under the Act. The Company shall not (and shall not permit the Project 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, and shall be perpetual unless the Company is earlier dissolved and terminated in accordance with the provisions of this Agreement.

2.7 Title to 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; Certificates of Membership Interest; Applicability of Article 8 of UCC.

Membership Interests shall be represented by Units, divided into Class A Units (in the case 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 Class B Units shall have the respective rights, powers and preferences ascribed to such Units in this Agreement. The class of Membership Interest of a Member shall be as provided in Exhibit B. The Members hereby specify, acknowledge and agree that all Units (and the Membership Interests represented thereby) are securities governed by Article 8 and all other applicable provisions of the Uniform Commercial Code, and pursuant to the terms 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) “certificated securities” for all purposes under such Article 8 and under all other provisions of the Uniform Commercial Code. All Class B Units (and the Membership Interests represented thereby)

LLC AGREEMENT (PRAIRIE BX LLC)

and, solely upon the written request of the Class A Members, Class A Units (and the Membership 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 No State Law 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 distinct from any other Person, including the Members, including causing the Company to take the 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 qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement 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 officers or any of their respective Affiliates and maintaining accurate and separate books, 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 in its own limited liability company name and not that of any other Person, any of its officers or any of their respective Affiliates, and at all times using its own 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) maintaining all of its Assets in its own name and not commingling its Assets with those of another Person;

(g) paying its own operating expenses and other liabilities out of its own funds;

(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) refraining from directly entering into any cross-marketing activities with its 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) other than for tax purposes, holding itself out to the public as a legal entity separate and distinct from any other Person, and correcting any known misunderstanding regarding its separate identity.

ARTICLE III

MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; MEMBER LOANS

3.1 Class A Interests.

On the Execution Date, Investor will be issued a limited liability company interest in the Company represented by the Class A Units, comprising one hundred percent (100%) of the Class A Interest, and Investor shall be admitted to the Company as a Class A Member upon its execution 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. The Class A Member’s Capital Account balance as of the Execution Date with respect to its Class A Interest shall be as indicated on Exhibit B. The number of Class A Units held by the Investor with respect to its Class A Interest as of the Execution Date shall be the number indicated on Exhibit B.

3.2 Class B Interests.

On the Execution Date, all equity interests of the Company owned by the Sponsor Member under the Prior LLC Agreement will be converted into, and the Sponsor Member will be issued, 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 member of the Company as the Class B Member upon its execution of a counterpart signature page to this Agreement. The Class B Members shall be entitled to the allocations, distributions and other rights as are prescribed for the Class B Members in this Agreement. The Class B Member’s Capital Account balance as of the Execution Date with respect to its Class B Interest shall be as indicated

LLC AGREEMENT (PRAIRIE BX LLC)

on Exhibit B. The number of Class B Units held by the Sponsor Member with respect to its Class 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 precedent set forth in Section 3.7, the Class A Member shall contribute to the Company the Class A Member Investment Amount with respect to the MC Funding Date (such contribution, a “Class A 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), any Project Costs and Transaction Expenses, in each case then due and payable (such contribution, a “Class B Mechanical Completion Contribution”).

(b) On the SC Funding Date: (i) subject to the satisfaction of the conditions precedent set forth in Section 3.8, the Class A Member shall contribute to the Company the Class A Member Investment Amount with respect to the SC Funding Date (such contribution, a “Class A 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 Member on the SC Funding Date) to pay the SC Payment (as defined in the Purchase Agreement), 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 the Class A Mechanical Completion Contribution and the payment by the Class B Members of the 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 case then due and payable, and to the extent 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, to be established by the Managing Member with a bank, and pursuant to documentation, reasonably acceptable to the Class A Member.

(d) On the SC Funding Date, subject to payment by the Class A Member of the 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 Contribution to pay the SC Payment (as defined in the Purchase Agreement), all Project Costs and 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 Section 3.4(d) and Section Error! Reference source not found., the Class A Members shall have no

LLC AGREEMENT (PRAIRIE BX LLC)

obligation to make any capital contributions to the Company after the end of the Commitment Period or at any time when the sum of the Class A Member Mechanical Completion Contributions 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 Funding Date as contemplated in the definition of the term “Updated Base Case Model” to reflect the Capital Contributions actually made by the Class A Member as of each actual Funding Date, as applicable. If the Updated Base Case Model delivered in connection with the MC Funding Date or the SC Funding Date would not otherwise demonstrate achievement of the Investment Criteria, then (i) the percentage shares of Available Cash Flow and TCTA Proceeds of the Class A Members set forth in Section 5.1 shall be increased and (ii) the Class B Members shall make a Capital Contribution to the Company and one hundred percent (100%) of such Capital Contribution shall be distributed to the Class A Members, pro rata in accordance with their Class A Units, in each case to the extent required to cause the Updated Base Case Model to demonstrate the achievement 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 Date has occurred or is anticipated to occur with respect to one or more Inverter Blocks or one or 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 anticipated to occur after such date. If the Class A Member receives the written notice set forth in 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 “Interim Funding 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 Other Capital Contributions.

(a) Except as provided in Section 3.3 and this Section 3.4, and without limiting 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 Agreement prior to the SC Funding Date, or (ii) to enable the Company to cause its assets or assets of the Project Company to be properly operated and maintained or to pay or perform the obligations and discharge the liabilities of the Company or the Project Company under the Tax Credit Transfer

LLC AGREEMENT (PRAIRIE BX LLC)

Agreement or any Major Project Contract or Permit (any such circumstance, a “Cash Shortfall”), the Managing Member shall notify the Members of such need (such notice a “Capital Notice”) and then the Class B Members shall have the right, but not the obligation, by written notice delivered to the Managing Member and the Class A Members not later than ten (10) Business Days after the 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 payable to the Class B Members shall not be affected by any such additional Capital Contributions made by the Class B Members.

(c) If any Class B Members do not elect to make an additional Capital Contribution after a Capital Notice within the time specified in Section 3.4(b) or fail to make such Capital Contribution promptly upon such election, the Class A Members and the Class B Members 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 (and any associated penalties, interest and additions to tax for such Class B Imputed Underpayments), but not to exceed the Imputed Underpayment, in the form of an 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 rata share of such Flip Imputed Underpayment (such pro rata determination shall be made 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

LLC AGREEMENT (PRAIRIE BX LLC)

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 dispute pursuant to Section 10.3(b)) (such amount, if such notice by the Managing Member has been timely provided, being an “Imputed Underpayment Defaulted Contribution”): (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 Company at a per annum rate of SOFR plus three percent (3%); and (B) the non-defaulting Member shall have the right to make a claim on the distributions otherwise payable to the defaulting Member in accordance with Sections 5.1(i)(i) or (ii), as applicable, in an amount equal to the Imputed Underpayment Defaulted Contribution plus interest accrued pursuant to Section 3.4(d)(iv)(A).

(v) All payments required to be made under this Section 3.4(d) shall be by wire transfer in immediately available funds. For the avoidance of doubt, the obligations of each Member pursuant to this Section 3.4(d) are several and not joint.

(e) In the event a Proposed Change in Tax Law (i) was taken into account as an 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) after the adjournment sine die of the second session of the 119th United States Congress, 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 5.1 shall 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 Member Loans.

(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 Contribution after a Capital Notice within the time specified in Section 3.4(b) or fail to make such 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 Company up to the amount necessary to cure the Cash Shortfall. Such loan shall bear interest from the date funded to the date repaid in full at a rate per annum equal to the greater of (i) Class A Member Base Return plus 2% and (ii) SOFR plus 6% (but in any event not exceeding the highest rate of interest that may be charged by the Class A Members in accordance with Applicable Law). If there is more than one Class A Member, then each Class A Member will have the right (but not the obligation) to participate in such loan ratably in proportion to the number of Class A Units that

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it holds relative to the aggregate number of all then outstanding Class A Units; provided, however, that if any Class A Member does not wish to advance its proportionate share of any such loan, an amount equal to such proportionate share may instead be advanced by the remaining Class A Members, with each such remaining Member contributing ratably (or as otherwise agreed amongst such remaining Class A Members) in proportion to its holding of all then outstanding Class A Units (excluding in such determination of outstanding Class A Units all then outstanding Class A Units of any Class A Member that does not wish to advance such proportionate share).

(c) If the Class A Members do not elect to make the Member Loan as provided in Section 3.5(b), or if additional funds are still required per the Member Loan Notice to cure the Cash Shortfall, then the Class B Members shall be obligated to make a loan to the Company in the 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 exceeding the highest rate of interest that may be charged in accordance with Applicable Law). If there is more than one Class B Member, then each Class B Member will have the right (but not the obligation) to participate in such loan ratably in proportion to the number of Class B Units that it holds relative to the aggregate number of all then outstanding Class B Units; provided, however, that if any Class B Member does not wish to advance its proportionate share of any such loan, an amount equal to such proportionate share may instead be advanced by the remaining Class B Members, with each such remaining Class B Member contributing ratably (or as otherwise agreed 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 then outstanding 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 are causing an Affiliate to provide or maintain) letters of credit, guarantees, bonds, surety contracts or other credit support arrangements (and any related reimbursement obligation) (“Project Security”) to support the payment and performance obligations of the Project Company under any Applicable Law, Permit or Major Project Contract, or other instruments or financing arrangements that the Company may draw upon after the SC Funding Date, in accordance with the terms of this Agreement, such Project Security shall be deemed to be a Member Loan made to the Company by the Class B Member on the same terms as a loan made under Section 3.5(c). Any Project Security provided or maintained by the Class B Member or any of its Affiliates shall be returned to the Class B Member (or its applicable Affiliate) upon their release (together with any interest thereon received by the Company).

(e) Interest on and the principal amount of each Member Loan shall be paid on each Distribution Date from Available Cash Flow prior to the making of any payments provided for in Section 5.1 and on any Purchase Option Date in the following order or priority: (1) first, to the Class B Members, pro rata, in relation to any Member Loan resulting from a draw upon Project Security, (2) second, to the Class A Members, pro rata in relation to any Member Loans made by 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.

LLC AGREEMENT (PRAIRIE BX LLC)

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

3.6 Commitment Fee; No Right to Return of Capital Contributions.

(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. The Members agree that payments made pursuant to this Section 3.6(a) shall be paid by the Class B Members directly to the Class A Members and shall not be regarded as a distribution of Available Cash Flow or a return of any Capital Contribution to the Class A Members and shall 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 Member or the achievement of the Class A Member Base Return. The fee described in this Section 3.6(a) shall be deemed fully earned on the Execution Date and, once paid, shall be non-refundable.

(b) Except as otherwise provided in this Agreement, no Member may require a return of any part of its Capital Contributions or the payment of interest thereon from the Company 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.

The obligation of the Class A Member to pay the Class A Mechanical Completion 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) MC Funding Date Notice. The Class A Member shall have received at least ten (10) Business Days’ prior written notice from the Class B Members of the expected MC Funding Date, which notice shall (i) include the anticipated MC Funding Date and the anticipated Class A Member Investment Amount and (ii) specify the Person(s) (and the account information with respect thereto) designated to receive the proceeds of the Capital Contribution of the Class A 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 thereunder or in relation thereto that permits (or would permit with notice or the passage of time) the Seller to cancel or terminate the Purchase Agreement or to terminate its obligations thereunder, and the Class A Member shall have received a true, correct and complete copy of the fully executed 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; provided that 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

LLC AGREEMENT (PRAIRIE BX LLC)

Interconnection Agreement shall be capable of being achieved by the Target SC Funding Date and (iii) the Class A Member shall have received a certificate of the Independent Engineer, in the form 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) No Material Adverse Effect. (i) No Material Adverse Effect with respect to the Guarantor, the Seller, the Company, the Project Company or the Project shall have occurred and is continuing and (ii) there shall have been no material adverse change in the ability to perform of a counterparty to a Major Project Contract;

(f) Representations and Warranties. Each of the representations and warranties of the Class B Members (including in its capacity as the Sponsor Member) set forth in this Agreement or any certificate delivered in connection with this Agreement shall be true and correct in all material respects as of the MC Funding Date;

(g) Transaction Documents. (i) Each Transaction Document (other than the Tax 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 have performed its respective obligations under the Transaction Documents to which such Person 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 lapse of time, result in a default of, its respective obligations under any of the Transaction Documents to which such Person is a party;

(h) Major Project Contracts. (i) The Class A Member shall have received true, correct and complete copies of each Major Project Contract, (ii) each Major Project Contract shall 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 substance reasonably satisfactory to the Class A Member, and (iii) the Project Company shall have 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 have been assigned and transferred to the Project Company in a manner reasonably satisfactory to the Class A Member (unless such Contract 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);

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(j) Construction Loan. 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, default or any other event, condition or circumstance has occurred thereunder or in relation thereto that permits (or would permit with notice or the passage of time) 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 financing providers party to the Construction Loan Agreement (or their agent) shall have executed 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 I of Schedule 2, in form and substance reasonably satisfactory to the Class A Member, 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 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 inputs and assumptions included therein, in form 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;

(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, a reliance letter from the Appraiser), in form and substance reasonably satisfactory to the Class A 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) Insurance Certificates. The Class A Member shall have received certificates of insurance or other evidence in form and substance reasonably acceptable to the Class A Member 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 bring down of the Insurance Consultant Report (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Insurance Consultant,) each in form and substance reasonably satisfactory to the Class A Member; provided, however, that to the extent the Insurance 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, unless such report is directly addressed to the Class A Member, a reliance letter from the Environmental Consultant), and (ii) if as of the MC Funding 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 Class A Member 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 applicable American Society for Testing and Measurements (ASTM) standard, in form and substance reasonably satisfactory to the Class A Member;

(s) [Reserved;]

(t) Title Policy. The Class A Member shall have received (i) an updated then-current ALTA Survey, including the as designed site plan as an overlay of the Project showing the planned location of the 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 3.9(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 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 MC Funding Date, (B) include Non-Imputation and Additional Insured endorsements in favor of the Class A Member and any other endorsements for the Project Site reasonably requested by the Class A Member, acting reasonably 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 Exhibit K or otherwise in form and substance reasonably acceptable to the Class A Member, 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

LLC AGREEMENT (PRAIRIE BX LLC)

requirements applicable thereto, executed by the counterparties to each Construction Contract for 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 Project Counterparties, in each case that would impede the construction or operation of the Project in accordance with any of the Major Project Contracts or any of the Transaction Documents and (ii) 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 likelihood of success, that seek to impair, restrain or prohibit the consummation of the transactions contemplated by the Transaction Documents;

(x) No Defaults Under Major Project Contracts. (i) All amounts required to be 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 (or otherwise reserved by the Project Company) for payment of such disputed amounts 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) Commitment Expiration Date. The MC Funding Date shall be not less than ninety (90) days prior to the Commitment Expiration Date;

(z) Construction Budget. To the extent the updated Base Case Model provided 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 updated construction schedule and plan that demonstrates that the Project is within the budget (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) No Change in Tax Law. No Change in Tax Law or Proposed Change in Tax Law shall have occurred since the Execution Date that has not been appropriately reflected in the Updated Base Case Model (i) with respect to the inputs and assumptions included therein, in form 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) Tax Certificates. The Class A Member shall have received from the Sponsor Member an executed copy of (i) the Beginning of Construction Bring-Down Certificate, (ii) the and (iv) the Energy Community Bring-Down Certificate.

(dd) No Change in Applicable Law. No Change in Applicable Law Event shall have occurred;

(ee) Third-Party Consents. The Project Company and the Company each shall have received all material third-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 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 Form W-9. The Seller shall have delivered to the Company a properly executed IRS Form W-9;

(hh) Lien Searches. The Project Company and the Project shall be free and clear 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;

(ii) Energy Regulatory Matters. 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 (as that term is defined in Section 201(e) of the FPA); except that the Project Company may be subject to regulation as a “public utility” (as that term is defined in Section 201(e) of the FPA) with MBR Authority; (ii) to become subject to, or not exempt from regulatory provisions under PUHCA included within the exemptions described at 18 C.F.R. § 366.3(a); (iii) to become subject to rate regulation or financial or organizational regulation by the applicable State Regulatory Agency under applicable state law; or (iv) to be deemed a “public utility” under applicable state law;

(jj) Purchase Date Notice Under Purchase Agreement. The Class A Member shall have received a copy of the fully complete and executed Purchase Date Notice (as defined in the Purchase Agreement) delivered pursuant to the Purchase Agreement;

(kk) Flow of Funds and Transaction Expenses. The Class A Member shall have received a flow of funds memorandum in form and substance reasonably satisfactory to it; the Class B Members shall have made the Class B Mechanical Completion Contribution (or shall make the Class B Mechanical Completion Contribution concurrently with the Class A Mechanical Completion Contribution on the MC Funding Date); and the Class B Members, or an Affiliate thereof on their behalf, shall have paid or reimbursed, or will pay or reimburse on the MC Funding

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Date, the Transaction Expenses (subject to any limitations in the Fee Letter) incurred on or before the MC Funding Date by the Class A Member and the Company;

(ll) ITC Term Sheets. 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;

(mm) Legal Opinions. The Class A Member shall have received bring downs to the legal opinions delivered pursuant to Section 3.9(h) previously delivered in connection with the Execution Date relating to federal, state and local permitting matters and federal, state and local energy regulatory matters, each in form and substance reasonably satisfactory to the Class A Member;

(nn) [Reserved]

(oo) Update to Distributions and Allocations. The Class B Members shall have provided an update to Schedule 5.1(a)(i)(A) and Schedule 5.1(b), in each case, to the extent such updates are required pursuant to Section 3.3(f), which such updated Schedules shall be consistent with the Updated Base Case Model; and

(pp) Satisfaction of Conditions. The Class A Member shall have received a certificate of a duly authorized representative of the Class B Members dated the MC Funding Date, subject to any knowledge or materiality qualifiers contained therein, certifying as to the satisfaction of the conditions precedent set forth in this Section 3.7.

3.8 Conditions to the Obligations of Class A Member on the SC Funding Date.

The obligation of the Class A Member to pay the Class A Substantial Completion Contribution shall be subject to the satisfaction, or waiver (in its sole discretion) by the Class A Member, of each of the conditions set forth below:

(a) SC Funding Date Notice. The Class A Member shall have received at least ten (10) Business Days’ written notice from the Class B Members of the expected SC Funding Date, which notice shall (i) include the anticipated SC Funding Date and the anticipated Class A Member Investment Amount (which such amount shall not, when added to the Class A Member Mechanical Completion Contribution, exceed the Class A Member Commitment) and (ii) specify the Person(s) (and the account information with respect thereto) designated to receive the proceeds of the Capital Contribution of the Class A Member payments to be made on the SC Funding Date (the “SC Funding Date Notice”);

(b) Placed in Service; Substantial Completion; and IE Certificate. (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) the “Commercial Operation” under and as defined in each Offtake Agreement and Interconnection Agreement shall have been achieved; and (iv) the Class A Member shall have received a certificate of the Independent Engineer, in the form attached hereto as Exhibit G-2;

LLC AGREEMENT (PRAIRIE BX LLC)

(c) No Material Adverse Effect. (i) No Material Adverse Effect with respect to the Guarantor, the Seller, the Company, the Project Company or the Project shall have occurred and is continuing and, (ii) there shall have been no material adverse change in the ability to perform of a counterparty to a Major Project Contract;

(d) Representations and Warranties. Each of the representations and warranties of the Class B Members (including in its capacity as the Sponsor Member) set forth in this Agreement or any certificate delivered in connection with this Agreement shall be true and correct in all material respects as of the SC Funding Date;

(e) Transaction Documents. (i) Each Transaction Document shall remain in full force and effect, (ii) each of the Guarantor, Seller and each Class B Member shall have performed its respective obligations under the Transaction Documents to which such Person is party to be performed prior to the SC Funding Date, and (iii) no such party shall be in default of, and no event or circumstance shall have occurred with respect to the Seller, Class B Members or any of their respective 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;

(f) Major Project Contracts. (i) The Class A Member shall have received true, correct and complete copies of each Major Project Contract, (ii) each Major Project Contract shall be in full force and effect and, with respect to each Major Project Contract executed since the MC Funding Date and not previously approved by the Class A Member, shall be in form and substance reasonably satisfactory to the Class A Member, (iii) the Project Company shall have performed in all material respects its obligations under each Major Project Contract to be performed prior to the SC 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;

(g) Payoff of Construction Loan. The Class A Member shall have received reasonably satisfactory evidence that the obligations and liabilities (other than contingent liabilities for indemnification or reimbursement that pursuant to the terms of the Construction Loan Agreement expressly survive such repayment) of the Company and the Project Company under the Construction Loan Agreement and all related loan documents will be paid and discharged (or released) in full, and the liens and security interests encumbering the Project or any assets or properties of the Project Company or any equity interests in the Project Company securing any obligations under the Construction Loan Agreement or the related loan documents will be released, on the SC Funding Date, as evidenced by a payoff letter in the form attached hereto as Exhibit N;

(h) Permits. The Project Company shall have obtained or received all Permits required to have been obtained or received by it as of the SC Funding Date for the construction, operation and ownership of the Project, as identified in Part I and Part II of Schedule 2, and the transactions contemplated hereby, as identified in Part I of Schedule 2, in form and substance reasonably satisfactory to the Class A Member, and such Permits are in full force and effect, except

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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 Class A Member;

(i) 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 inputs and assumptions included therein, in form 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;

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

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

(l) Insurance Consultant Report. The Class A Member shall have received an update of the Insurance Consultant Report, in form and substance reasonably satisfactory to the Class A Member and, unless such report is directly addressed to the Class A Member, a reliance letter with respect thereto, in form and substance reasonably satisfactory to the Class A Member; provided that no such bring-down shall be required if less than ninety (90) days have elapsed since the date of the Insurance Consultant Report provided as of the Execution Date or, if applicable, the MC Funding Date and the Insurance Consultant provides a written certification that the facts and circumstances (including underlying assumptions) of such report have not changed in a way that would materially alter the conclusions of such report;

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

(n) Transmission Report. The Class A Member shall have received a bring down of the Transmission Report (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Transmission Consultant), in each case in form and substance reasonably satisfactory to the Class A Member;

(o) Market Report. The Class A Member shall have received a bring down of the Market Report (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Market Consultant), in each case in form and substance reasonably satisfactory to the Class A Member;

LLC AGREEMENT (PRAIRIE BX LLC)

(p) 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 SC Funding Date, then the Class A Member shall have received a bringdown of such Environmental Report (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Environmental Consultant), and (ii) if as of the SC Funding 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 Class A Member 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 applicable American Society for Testing and Measurements (ASTM) standard, in form and substance reasonably satisfactory to the Class A Member;

(q) ALTA Survey and Title Policy. The Class A Member shall have received (i) a date down endorsement to the Title Policy (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 Class A Member), 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 Funding Date, (B) include a endorsement to the Title Policy increasing the insured amount of the Title Policy to $296,564,233, as mutually agreed upon by Class A Member and any other endorsements for the Project Site reasonably requested by the Class A Member, 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 3.7(t) above, showing the actual locations of any as-built improvements located on the Project Site and confirming that the as-built locations of any improvements installed on the Project Site as of the SC Funding Date are in substantially the same locations as shown on the ALTA Survey delivered in accordance with Section 3.7(t) 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 Project Site showing the actual location of the improvements as constructed on the Project Site, in form and substance reasonably satisfactory to the Class A Member. Within one hundred and eighty (180) days following the SC Funding Date, the Company and Investor shall receive a copy of an additional date-down Endorsement to the Title Policy removing the general/promulgated mechanic’s lien exception from the Title Policy.

(r) Estoppel Certificates. The Class B Member shall have Made Available to the Class A Member the SC Estoppel Certificates, in the applicable forms attached hereto as Exhibit K or otherwise in form and substance reasonably acceptable to the Class A Member, from each relevant counterparty to be dated within thirty (30) days of the SC Funding Date.

(s) Lien Waivers. The Class A Member shall have received true, correct and complete copies of conditional or unconditional lien waivers, each complying with statutory requirements applicable thereto, executed by the counterparties to each Construction Contract for amounts previously paid and, for conditional lien waivers, amounts then due thereunder;

LLC AGREEMENT (PRAIRIE BX LLC)

(t) Legal Opinions. The Class A Member shall have received bring downs to the legal opinions delivered pursuant to Section 3.9(h) previously delivered in connection with the Execution Date, relating to federal, state, and local permitting matters and federal and state energy regulatory matters, each in form and substance reasonably satisfactory to the Class A Member;

(u) Tax Opinion. 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 conclusions in the tax opinion from Milbank LLP delivered on the MC Funding Date or Execution Date, 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.

(v) Tax Certificates. The Class A Member shall have received from the Sponsor Member an executed copy of (i) the Beginning of Construction Bring-Down Certificate, and (iv) the Energy Community Bring-Down Certificate.

(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 Project Counterparties, in each case that could impede the construction or operation of the Project in accordance with any of the Major Project Contracts or any of the Transaction Documents; and (ii) 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 likelihood of success, that seek to impair, restrain or prohibit the consummation of the transactions contemplated by the Transaction Documents;

(x) No Defaults Under Major Project Contracts. (i) All amounts required to be paid by the Project Company as of the SC Funding Date under any Major Project Contract shall have been or will be paid as of the SC Funding Date; and, if any such amounts are subject to a bona fide dispute, a portion of the SC Payment (as defined in the Purchase Agreement) equal to the amounts in dispute shall have been retained by Company (or otherwise reserved by the Project Company) for payment of such disputed amounts; (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 SC Funding Date shall have been delivered in accordance with such Major Project Contracts;

(y) No Change in Tax Law. No Change in Tax Law or Proposed Change in Tax Law shall have occurred since the MC Funding Date that has not been appropriately reflected in the Updated Base Case Model (i) with respect to the inputs and assumptions included therein, in form 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;

(z) No Change in Applicable Law. No Change in Applicable Law Event shall have occurred;

LLC AGREEMENT (PRAIRIE BX LLC)

(aa) Third-Party Consents. The Project Company and the Company shall have received all material third-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 SC Funding Date;

(bb) 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;

(cc) Lien Searches. The Project Company and the Project shall be free and clear 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;

(dd) SC Funding Date Notice Under Purchase Agreement. The Class A Member shall have received a copy of the fully complete and executed SC Funding Date Notice with respect to the Project delivered pursuant to the Purchase Agreement;

(ee) Flow of Funds and Transaction Expenses. The Class A Member shall have received a flow of funds memorandum in form and substance reasonably satisfactory to it; the Class B Members shall have made the Class B Substantial Completion Contribution (or shall make the Class B Substantial Completion Contribution concurrently with the Class A Substantial Completion Contribution on the SC Funding Date); and the Class B Members, or an Affiliate thereof on their behalf, shall have paid or reimbursed, or will pay or reimburse on the SC Funding Date, the Transaction Expenses (subject to any limitations in the Fee Letter) incurred on or before the SC Funding Date by the Company;

(ff) ITC Insurance Policy. The Class A Member shall have received an ITC Insurance Policy and an endorsement to add the Company as a named insured thereunder that is reasonably satisfactory to the Class A Member, each of which 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 Class A Member;

(gg) Tax Credit Transfer Agreements. 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 reasonably acceptable to the Investor in its sole discretion (provided that the payment dates for the portion of proceeds representing the Class A TCTA Proceeds Amount under each Tax Credit Transfer Agreement shall be no earlier than two (2) weeks following the SC Funding Date), shall have been executed and delivered by all parties thereto, and shall be in full force and effect, and no breach, default or any other event, condition or circumstance shall have occurred thereunder or in relation thereto that permits (or would permit with notice or the passage

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of time) the counterparty to cancel or terminate such Tax Credit Transfer Agreement(s) or parent guaranty or to terminate the counterparty’s obligations thereunder;

(hh) Update to Distributions and Allocations The Class B Members shall have provided an update to Schedule 5.1(a)(i)(A), Schedule 5.1(a)(i)(B) and Schedule 5.1(b), in each case, to the extent such updates are required pursuant to Section 3.3(f), which such updated Schedules shall be consistent with the Updated Base Case Model; and

(ii) Satisfaction of Conditions. The Class A Member shall have received a certificate of a duly authorized representative of the Class B Members, subject to any knowledge or materiality qualifiers contained therein, dated as of the SC Funding Date certifying as to the satisfaction of the conditions precedent set forth in this Section 3.8.

3.9 Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction or waiver by the applicable Party of the following conditions precedent on or prior to the Execution Date:

(a) Transaction Documents. Each of the Investor and the Sponsor Member shall have received duly executed and complete copies of each Transaction Document (other than the Membership Interest Assignment Agreement and the Tax Credit Transfer Agreement(s) with respect to the ITCs associated with the Project, and instead the Company shall have received a working draft term sheet for the sale of such ITCs), and no breach, default or any other event, condition or circumstance shall have occurred thereunder or in relation thereto that permits (or would permit with notice or the passage of time) the counterparty to cancel or terminate any such Transaction Document or to terminate the counterparty’s obligations thereunder;

(b) Representations and Warranties. Each of the representations and warranties of the Class B Member (including in its capacity as the Sponsor Member) and of the Investor set forth in this Agreement and the other Transaction Documents or in any certificate delivered in connection with this Agreement or the other Transaction Documents shall be true and correct, in each case as of the Execution Date;

(c) No Litigation. 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 likelihood of success, that seek to impair, restrain or prohibit the consummation of the transactions contemplated by the Transaction Documents;

(d) Major Project Contracts. (i) The Investor shall have received true, correct and complete copies of each Major Project Contract, (ii) each Major Project Contract shall be in form and substance reasonably satisfactory to the Investor, and shall be in full force and effect, and (iii) the Project Company shall have performed in all material respects its obligations under each Major Project Contract to be performed prior to the Execution 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

LLC AGREEMENT (PRAIRIE BX LLC)

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;

(e) Base Case Model. Each of the Investor and the Sponsor Member shall have received the Base Case Model in form and substance acceptable to Investor and the Sponsor Member;

(f) Construction Budget; Proof of Funds. The Investor shall have received (i) copies of a budget for the completion of construction of the Project, and a construction schedule and plan that demonstrates that the Project is within the budget 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 and (ii) evidence reasonably satisfactory to the Investor that Seller has sufficient funds available to it to achieve Substantial Completion by its Target SC Funding Date;

(g) Financial Statements. The Investor shall have received (i) an unaudited balance sheet of the Company in form and substance reasonably acceptable to the Investor, (ii) audited consolidated financial statements of the Guarantor, to the extent such statements are not publicly available, for the 2024 fiscal year (including a balance sheet, statement of income (or loss), statement of cash flows and statement of changes in Member’s capital schedule), and (iii) the most recent unaudited quarterly consolidated financial statements of the Guarantor, 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), statement of cash flows and statement of changes in Member’s capital schedule);

(h) Legal Opinions. The Investor shall have received the following legal opinions, each in form and substance satisfactory to the Investor: (i) a legal opinion of Holland & Knight LLP with respect to the enforceability of each of the Transaction Documents to which any Sponsor Party is a party and as to such other corporate matters as are customarily included in similar opinions, (ii) a legal opinion of Rock Creek Energy Group, LLP with respect to federal energy regulatory matters, and (i)i a legal opinion of Croke Fairchild Duarte & Beres LLC with respect to Illinois state energy regulatory and federal, state and local permitting matters;

(i) Tax Opinion. The Investor shall have received a tax opinion from Milbank LLP or another nationally-recognized Tax counsel selected by the Investor in form and substance acceptable to the Investor;

(j) Secretary’s Certificates. The Investor shall have received a certificate from an authorized signatory of each Sponsor Party, certifying, as of the Execution Date, to such Sponsor Party’s incumbent authorized signatories, limited liability company agreement (provided, however, that the Guarantor shall not provide a copy of its limited liability company agreement), certificate of formation, good standing, and due authorization;

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

LLC AGREEMENT (PRAIRIE BX LLC)

(l) KYC. The Investor shall have received from each of the Sponsor Parties the documentation and other information reasonably requested by Investor in connection with applicable “know your customer” rules and other Anti-Terrorism and Money Laundering Laws and Regulations (including, if requested by Investor, a Beneficial Ownership Certification in relation to such Sponsor Party);

(m) [Reserved]

(n) Tax Certificates. The Investor shall have received from the Sponsor Member, an executed copy of (i) the Beginning of Construction Certificate, and (iv) the Energy Community Certificate.

(o) Cost Seg/Appraisal Report. The Investor shall have received a Cost Seg/Appraisal Report (including the cost segregation analysis and, unless such report is directly addressed to the Class A Members, a reliance letter from the Qualified Appraiser), in each case in form and substance reasonably satisfactory to the Investor;

(p) Independent Engineer Report. The Investor shall have received an Independent Engineer Report (and, unless such report is directly addressed to the Class A Members, a reliance letter from the Independent Engineer ), in each case in form and substance satisfactory to the Investor;

(q) Insurance Consultant Report. The Investor shall have received an Insurance Consultant Report (and, unless such report is directly addressed to the Class A Members, a reliance letter from the Insurance Consultant), in each case in form and substance satisfactory to the Investor;

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

(s) Transmission Report. The Investor shall have received a Transmission Report (and, unless such report is directly addressed to the Class A Members, a reliance letter from the Transmission Consultant), in each case in form and substance reasonably satisfactory to the Investor;

(t) Environmental Report. The Investor shall have received an Environmental Report (and, unless such report is directly addressed to the Class A Members, a reliance letter from the Environmental Consultant), in each case in form and substance satisfactory to the Investor;

(u) Market Report. The Investor shall have received a bring down of the Market Report (and, unless such report is directly addressed to the Class A Member, a reliance letter from the Market Consultant), in each case in form and substance reasonably satisfactory to the Class A Member.

LLC AGREEMENT (PRAIRIE BX LLC)

(v) ALTA Survey and Title Policy. The Investor shall have received (i) an then-current ALTA Survey updated to be certified to the Investor, including an overlay of the as-designed Project showing the planned location of the improvements to be located on the Project Site, and (ii) the Title Policy or a binding 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 Investor;

(w) Transaction Expenses. The Investor shall have received satisfactory evidence that the Sponsor Member, or an Affiliate thereof on their behalf, shall have paid or reimbursed, or will pay or reimburse no later than five (5) Business Days after the Execution Date, the Transaction Expenses on or before the Execution Date, in each instance, pursuant to the terms and provisions of the Fee Letter; and

(x) Class A Commitment Guaranty. The Sponsor Member shall have received a copy of the Class A Commitment Guaranty.

3.10 [Reserved].

3.11 Failure to Achieve SC Funding Date.

(a) If (i) the SC Funding Date has not occurred by the Commitment Expiration Date and (ii) no Inverter Block has been placed in service for U.S. federal income tax purposes by the Commitment Expiration Date (a “Class A Withdrawal Trigger Event”), then the Class B Members shall purchase all of the Class A Interests (the “Class A Withdrawal”) upon payment by the Class B Members to the Class A Member of an amount equal to the aggregate amount of the Capital Contributions actually contributed by the Class A Member, together with interest on such amount being returned at a rate per annum (based on a 360-day year of twelve 30-day months) equal to the Class A Member Base Return for the period commencing on the MC Funding Date and ending on the date such funds are returned to the Class A Member. The Class A Withdrawal will be consummated within 30 days after the Class A Withdrawal Trigger Event.

(b) If (i) the SC Funding Date has not occurred by the Commitment Expiration Date and (ii) the MC Funding Date has occurred and one or more Inverter Blocks composing the Project has been placed in service for U.S. federal income tax purposes prior to the Commitment Expiration Date, then the Class A Members and the Class B Members shall negotiate in good faith to amend this Agreement to adjust the investment in the Company by the Class A Members in a manner that would maintain the economic and risk profile of the originally contemplated investment (including adjustments to the cash distributions and tax allocations and, if necessary, a liquidated damages payment by the Class B Members to the Class A Members to the extent necessary to achieve the Investment Criteria).

LLC AGREEMENT (PRAIRIE BX LLC)

ARTICLE IV

CAPITAL ACCOUNTS; ALLOCATIONS

4.1 Capital Accounts.

(a) The Company shall maintain for each Member a separate Capital Account in accordance with the rules of Regulations Section 1.704-l(b)(2)(iv).

(b) Subject to compliance with Regulation §§ 1.704-1(b)(2)(iv) and 1.704-2, each Member’s Capital Account balance shall initially equal the amount of cash and the Contribution Value of any other property contributed (or deemed contributed) by such Member, which initial Capital Account balance is set forth opposite such Member’s name under the heading “Initial Capital Account Balance” on its signature page hereto; provided, however, that if a Member acquired its Membership Interest by transfer, then such Member’s Capital Account balance shall initially equal the Capital Account balance of the transferor that was attributable to the transferred Membership Interest, as described in Regulation § 1.704-1(b)(2)(iv)(l). Throughout the term of the Company, each Member’s Capital Account shall be (i) increased by the amount of (A) such Member’s distributive share of Net Income and any items in the nature of income or gain that are allocated to such Member pursuant to Sections 4.2 and 4.3, (B) any cash and the Contribution Value of any other property subsequently contributed (or deemed contributed) to the Company by such Member, (C) liabilities of the Company assumed by such Member (other than liabilities taken into account pursuant to clause (ii)(B)) and (D) any other item required to be credited for proper maintenance of capital accounts by the Regulations under Code Section 704(b), and (ii) decreased by the amount of (A) such Member’s distributive share of Net Loss and any items in the nature of expenses or losses that are allocated to such Member pursuant to Sections 4.2 and 4.3, (B) cash and the Distribution Value of any other property distributed (or deemed distributed) by the Company to such Member, (C) liabilities of such Member assumed by the Company (other than liabilities taken into account pursuant to clause (i)(B)), (D) an allocation of downward basis adjustment to such Member as described in Regulation § 1.704-1(b)(2)(iv)(j) and (E) any other item required to be debited for proper maintenance of capital accounts by the Regulations under Code Section 704(b). In determining the amount of any Company liability for purposes of this Section 4.1, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulation § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such regulations.

(c) In the event Units are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferring Member to the extent it relates to the Units so Transferred. Each Member shall have a single Capital Account, regardless of whether such Member holds multiple classes of Units in the Company.

(d) In determining the amount of any liability for purposes of paragraph (b) above there shall be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and Regulations.

LLC AGREEMENT (PRAIRIE BX LLC)

(e) This Section 4.1 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulation.

(f) On the MC Funding Date, for federal income tax purposes, it is the intention of the Members that they will be treated as contributing cash to the Company and the Company will be treated as using the contributions to purchase the relevant Project from the Seller.

4.2 Allocations.

For purposes of maintaining Capital Accounts, all Company Items for any Taxable Year or relevant portion thereof shall be allocated among the Members as follows:

(a) After giving effect to the special allocations set forth in Section 4.3, first, from and after the Execution Date through the Flip Date, twenty-one percent (21%) to the Class A Members, pro rata in accordance with their Class A Units, and seventy-nine percent (79%) to the Class B Members, pro rata in accordance with their Class B Units; and

(b) second, after the end of the period set forth in Section 4.2(a), eight point nine three percent (8.93%) to the Class A Members, pro rata in accordance with their Class A Units, and ninety-one point zero seven (91.07%) to the Class B Members, pro rata in accordance with their Class B Units.

provided, however, that if the Class A Member has a deficit balance in its Adjusted Capital Account at any time following the expiration of the Flip Point, items of income shall be allocated to the Class A Member in the largest amount possible (but, in no case greater than 99%) and items of loss and deductions shall be allocated to the Class B Members to the extent necessary (but in no case greater than 95%) in order to eliminate such deficit balance as quickly as possible. For the avoidance of doubt, the allocations in Section 4.2(a) and 4.2(b) for a Taxable Year to the Class A Member shall be made prior to determining for that Taxable Year whether any Member has a taxable distribution under Code Section 731(a), so as to minimize, to the extent possible any such taxable distribution to the Class A Member;

provided, further, that, notwithstanding the foregoing allocations in Section 4.2(a) and 4.2(b), for the first calendar year in which the Company generates a net positive income, the allocation shall be twenty-one (21%) to the Class A Members, pro rata in accordance with their Class A Units, and seventy-nine (79%) to the Class B Members, pro rata in accordance with their Class B Units.

(c) Company Items for the Taxable Year in which there is a disposition or deemed disposition of all or substantially all of the Assets of the Company pursuant to Section 12.2(a)(iii) shall be allocated pursuant to Section 12.2(a)(iv), as applicable.

LLC AGREEMENT (PRAIRIE BX LLC)

4.3 Special Allocations.

(a) Company Minimum Gain Chargeback. Notwithstanding the other provisions of this Article IV, except as provided in Regulations Section 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Taxable Year of the Company, each Member shall be allocated Company Items of income and gain for such Taxable Year (and, if necessary subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The Company Items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except as provided in Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Taxable Year of the Company, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be allocated Company Items of income and gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The Company Items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Limitation on Losses and Deductions. Subject to any DRO Notice pursuant to Section 12.3, no items of loss or deduction may be allocated to any Member to the extent the allocation would result in or increase an Adjusted Capital Account Deficit at the end of any Taxable Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of items of loss or deduction, this limitation shall be applied on a Member-by-Member basis and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members in the manner otherwise required pursuant to Section 4.2 and Section 12.2(a)(iv) to the extent such other Members may be allocated such items of loss or deduction without producing an Adjusted Capital Account Deficit.

(d) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), Company Items of income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible, to the extent required by the Regulations, any Adjusted Capital Account Deficit; provided, that an allocation pursuant to this Section 4.3(d) shall be made only if and to the extent that such Member would

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have such a deficit Capital Account after all other adjustments provided for in this Section 4.3 have been tentatively made as if this Section 4.3(d) were not in this Agreement.

(e) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Taxable Year that is in excess of the sum of (i) the amount such Member is obligated to contribute to the Company or to restore pursuant to Section 12.3 and (ii) the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated Company Items of income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 4.3(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other special allocations provided for in this Section 4.3 have been made as if Section 4.3(d) and this Section 4.3(e) were not in this Agreement.

(f) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company or a distribution to a Member other than in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Asset) or loss (if the adjustment decreases such basis). Such gain or loss shall be specially allocated to the Members as follows: (A) to the Member to whom such distribution was made in the event the first sentence of Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies; (B) in accordance with how the corresponding item of “displaced” gain or loss would be allocated to the Members pursuant to Section 4.2 to the extent the second sentence of Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies; and (C) in accordance with the Members’ “interests in the Company” under Regulations Section 1.704-1(b)(3) in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies.

(g) Nonrecourse Deductions. Nonrecourse Deductions for any Taxable Year shall be allocated to the Members in accordance with (i) Section 4.2, as in effect at the time the Nonrecourse Deduction arises, or (ii) if applicable, Section 12.2(a)(iv), as in effect at the time the Nonrecourse Deduction arises.

(h) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Taxable Year shall be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(i) Regulatory Allocations. The allocations required in Section 4.3(a) through Section 4.3(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent consistent with the Regulations, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with allocations of other Company Items. Therefore, notwithstanding any other provisions of this Article IV, the Regulatory Allocations shall be taken into account in allocating other Company

LLC AGREEMENT (PRAIRIE BX LLC)

Items among the Members such that, to the extent consistent with the Regulations, the net amount of allocations of such items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each Member if the Regulatory Allocations had not occurred and all Company Items were allocated pursuant to Section 4.2, this Section 4.3(i) and Section 12.2(a)(iv).

(j) Certain Gains. Subject to Section 12.2(a), upon a sale, transfer or other disposition of a Company or Company asset that constitutes “capital gain property” within the meaning of Regulation § 1.755-1(a)(1), then notwithstanding the other provisions of Section 4.2 or any other provision of Section 4.3, any gain resulting from such sale, transfer or other disposition shall be allocated as follows:

(i) first, prior to the end of the Recapture Period, in accordance with Section 4.2(a);

(ii) second, following the end of the Recapture Period and prior to the occurrence of the DRO Zero Date, ninety-nine percent (99%) to the Class A Members and one percent (1%) to the Class B Members until the DRO Zero Date; and

(iii) third, eight point nine three percent (8.93%) to the Class A Members and ninety-one point zero seven (91.07%) to the Class B Members.

For the avoidance of doubt, gain for purposes of this Section 4.3(j) shall not include any gain for which Sections 1245(a)(1) or 1250(a) of the Code would apply.

(k) Allocations in Connection with Imputed Underpayments.

(i) Company Items of loss and deduction for the Taxable Year attributable to the payment of Class A Imputed Underpayments and/or Flip Imputed Underpayments (and any associated penalties, interest and additions to tax) shall be allocated one hundred percent (100%) to the Class A Members unless otherwise required by Applicable Law, in which case such Company Items shall be allocated in accordance with Applicable Law.

(ii) Company Items of loss and deduction for the Taxable Year attributable to the payment of a Class B Imputed Underpayments (and any associated penalties, interest and additions to tax) shall be allocated one hundred percent (100%) to the Class B Members unless otherwise required by Applicable Law, in which case such Company Items shall be allocated in accordance with Applicable Law.

(iii) Company Items of loss and deduction for the Taxable Year attributable to the payment of an Imputed Underpayment that is none of a Class B Imputed Underpayment, Class A Imputed Underpayment or Flip Imputed Underpayment (and any associated penalties, interest and additions to tax) shall be allocated among the Members so as to correspond to the manner Company Items of income, gain, loss or deduction are allocated pursuant to this Article IV for the relevant Taxable Year for which the Partnership

LLC AGREEMENT (PRAIRIE BX LLC)

Adjustment relating to such Imputed Underpayment is made unless otherwise required by Applicable Law, in which case such Company Items shall be allocated in accordance with Applicable Law.

(l) The adjusted tax basis (or cost) of any ITC Eligible Property included in the Project and purchased by the Company pursuant to the Purchase Agreement shall be allocated pursuant to Regulation Section 1.46-3(f)(2)(i) in the manner in which income, gain, loss, and deduction are allocated under Section 4.2(a), as of the date the applicable property has been Placed-in-Service. In the event the adjusted tax basis of any such ITC Eligible Property is adjusted pursuant to Code Section 50(c), (i) any increase in adjusted tax basis shall be specially allocated among the Members (as an item in the nature of income or gain) in the same proportions as the ITC that is disallowed or recaptured with respect to such property is shared among the Members and (ii) any reduction in adjusted tax basis shall be specially allocated among the Members (as an item in the nature of expenses or losses) in the same proportions as the basis (or cost) of such property is allocated pursuant to the first sentence of this Section 4.3(l).

4.4 Allocations for Income Tax Purposes.

(a) The income, gains, losses, deductions and credits of the Company for U.S. federal, state and local income tax purposes for any Fiscal Year or other taxable period shall be allocated to the Members in the same manner as Company Items of income, gain, loss, deduction and credit were allocated to the Members for such Fiscal Year or other taxable period pursuant to Sections 4.2 and 4.3; provided, however, that solely for U.S. federal, state and local income and franchise tax purposes and not for book or Capital Account purposes, income, gain, loss and deduction with respect to any Company asset properly carried on the Company’s Code Section 704(b) books at a value other than the tax basis of such Company asset shall be allocated so as to take into account (consistently with Code Section 704(c) principles) the difference between such Company asset’s Code Section 704(b) book basis and its tax basis.

(b) In accordance with Code Section 704(c) and the Regulations thereunder, items of the Company’s income, gain, loss, deduction and credit as determined for federal income tax purposes that are attributable to any non-cash property contributed to the capital of the Company, including the non-cash property contributed by the Class B Members with a “book” value, shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Value (or Value prior to adjustment) using any method selected by the Managing Member and permitted by Regulations Section 1.704-3(d).

(c) In the event the Value of any Company Asset is adjusted pursuant to subparagraph (b) of the definition of Value, subsequent allocations of Company Items with respect to such Asset shall take account of any variation between the adjusted basis of such Asset for federal income tax purposes and its Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

(d) Allocations pursuant to this Section 4.4 are solely for federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any

LLC AGREEMENT (PRAIRIE BX LLC)

Member’s Capital Account or distributive share of Company Items or distributions pursuant to any provision of this Agreement.

(e) It is the intention of the Members that the allocations of income and gain provided in Section 4.2(a) constitute, for purposes of Regulation Section 1.46-3(f)(2)(i), the ratio in which the Members divide the general profits of the Company (that is, the taxable income of the partnership as described in Code Section 702(a)(8)) regardless of whether the Company has a profit or a loss for a relevant taxable year. Further, it is the intention of the Members that, for purposes of Regulation Section 1.47-6(a)(2)(i)(b), the allocations provided in Section 4.2 for years or portions thereof beginning after December 31 of the year on which the fifth (5th) anniversary of the date on which the last Inverter Block to achieve Placed-in-Service occurs shall not constitute a reduction in the Class A Members’ interest in the general profits of the Company (that is, the taxable income of the Company as described in Code Section 702(a)(8)) below two-thirds of the Class A Members’ proportionate interest in the general profits of the Company for the year in which the applicable ITC Eligible Property was placed in service for U.S. federal income tax purposes before the close of the “estimated useful life” of such ITC Eligible Property (treating the “estimated useful life” of the ITC Eligible Property as ending not earlier than the end of the fifth (5th) anniversary of its Placed-in-Service Date for purposes of Code Section 168).

4.5 Other Allocation Rules.

(a) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 12.2(a) and hereby agree to be bound by the provisions of this Article IV and by Section 12.2(a) in reporting their distributive shares of Company Items for income tax purposes, unless otherwise required. If the respective Membership Interests or allocation ratios described in this Article IV of the existing Members in the Company change or if a Membership Interest is Transferred in compliance with this Agreement to any other Person, then, for the Taxable Year in which the change or Transfer occurs, all Company Items resulting from the operations of the Company shall be allocated, as between the Members for the Taxable Year in which the change occurs or between the Transferring Member and the Transferee, by taking into account their varying interests using the interim closing of the books method permitted by Regulations Section 1.706-1(c)(2)(ii), unless otherwise agreed in writing by all the Members.

(b) For purposes of Regulations Section 1.752-3(a)(3), the Members agree that Nonrecourse Liabilities of the Company in excess of the amount of Company Minimum Gain will be allocated in each Taxable Year to the extent of the total amount of built-in gain (as defined in Regulations Section 1.752-3(a)(2)) among the Members in accordance with how the Members would share taxable gain if the Company, in a taxable transaction, disposed of all of its property in full satisfaction of its Nonrecourse Liabilities and for no other consideration. The allocations required by this Section 4.5(b) are intended to comply with the requirements of Regulations Section 1.752-3(a)(3) and Revenue Ruling 95-41.

(c) Each Member agrees to provide the Company with information in connection with a transaction subject to Sections 734 and 743 of the Code and the elections permitted and provisions required thereunder, including Regulations Section 1.743-1.

LLC AGREEMENT (PRAIRIE BX LLC)

ARTICLE V

DISTRIBUTIONS

5.1 Distributions of Available Cash Flow.

Subject to Sections 3.5, 5.4, and 11.1, Available Cash Flow shall be distributed to the Members as follows:

(a) Available Cash Flow. Subject to Sections Error! Reference source not found. through (g) and Section 5.1(i), from and after the Execution Date, Available Cash Flow shall be distributed to the Members on each Distribution Date on which the Company has Available Cash Flow, in the following order and priority:

(i) until the Flip Date:

(A) first, to the Class A Members (pro rata in accordance with their Class A Units), in accordance with the amount of the Class A Members’ unpaid cumulative, accrued Preferred Distributions in an amount equal to the positive difference, if any, of (A) the cumulative Preferred Distributions accrued for all monthly periods then-ended, minus (B) the cumulative distributions pursuant to this Section 5.1(a)(i)(A) previously distributed to the Class A Members;

(B) second, to the Class B Members (pro rata in accordance with their Class B Units), the amount of the Back-Leverage Return for such Distribution Date;

(C) third, 19.62% of the remaining Available Cash Flow, to the Class A Members pro rata in accordance with their Class A Units;

(D) fourth, the remaining Available Cash Flow to the Class B Members; and

(ii) from and after the Flip Date, 8.93% of all Available Cash Flow to the Class A Members and the remaining Available Cash Flow to the Class B Members.

(b) TCTA Proceeds. Subject to Sections 5.1(c) and (d) and Section Error! Reference source not found., all TCTA Proceeds shall be distributed, promptly (and in no event later than seven (7) Business Days) following receipt thereof, as follows: (i) With respect to any payments received pursuant to any Tax Credit Transfer Agreements on or prior to the SC Funding Date in an amount that is, in the aggregate, no greater than the Class B TCTA Proceeds Priority Amount, one hundred percent (100%) to the Class B Members, pro rata in accordance with their Class B Units; and (ii) with respect to any other payments, no earlier than fourteen (14) days following the SC Funding Date, (A) one hundred percent (100%) to the Class A Members, pro rata in accordance with their Class A Units, until the Class A Members receive, in the aggregate, the Class A TCTA Proceeds Amount, and (B) thereafter, one hundred percent (100%) to the Class B Members, pro rata in accordance with their Class B Units;

LLC AGREEMENT (PRAIRIE BX LLC)

(c) Cash Step Up. If the Flip Date has not occurred on or before the date that is one year following the Target Flip Date, then, in addition to any unpaid cumulative, accrued Preferred Distributions payable pursuant to Section 5.1(a)(i)(A) and the Class A Members’ share of Available Cash Flow distributed pursuant to Section 5.1(a)(i)(C), on the first Distribution Date to occur after the date that is one year following the Target Flip Date and each Distribution Date thereafter until the Flip Date, 50% of all distributions to which the Class B Members would otherwise be entitled hereunder (including, without limitation, Back-Leverage Return, other Available Cash Flow and TCTA Proceeds) shall be distributed to the Class A Members, pro rata in accordance with their Class A Units, and the remainder shall be distributed to the Class B Members.

(d) Tax Credit Transfer Cash Step Up. If (A) all of the ITCs have not been sold to the purchaser(s) under the applicable Tax Credit Transfer Agreement(s) on or before the first purchase date contemplated thereunder as a result of (i) the failure of any of the conditions precedent to such sale to be satisfied or (ii) the occurrence of a Change in Tax Law that has a material adverse effect on the sale or purchase of the ITC under Section 6418 of the Code or the guidance thereunder, (B) such event would cause the Flip Date to be extended by more than twelve (12) months beyond the Target Flip Date (calculated by re-running the Base Case Model as of such date) and (C) such ITCs are not sold to a replacement purchaser pursuant to a replacement Tax Credit Transfer Agreement on substantially similar terms (including but not limited to the purchase price amount) within one hundred (100) days of the purchase date contemplated under the original Tax Credit Transfer Agreement for such ITCs, then 50% of all distributions to which the Class B Members would otherwise be entitled hereunder (including, without limitation, Back-Leverage Return, other Available Cash Flow and TCTA Proceeds) shall be paid to the Class A Members until the earliest of (x) the date on which the Class A Members receive from such incremental distributions the amount it would have received had the original purchaser(s) made such purchase price payments under the Tax Credit Transfer Agreement and (y) the Flip Date.

(e) Seller Indemnities. Notwithstanding anything to the contrary in this Article V, any payment made by the Seller to the Company (or made by the Guarantor to the Company on behalf of the Seller) in satisfaction of a claim by the Company for indemnification under the Purchase Agreement will be distributed first, to the Class A Members, pro rata in accordance with their Class A Units, up to the amount required to preserve the Investment Criteria in respect of the Project for which the event or circumstance giving rise to the indemnity obligation applies, and, second, to the Class B Members, pro rata in accordance with their Class B Units, the remaining amount.

(f) Special Cash Receipts. Notwithstanding Section 5.1(a), if the Company or the Project Company receives any insurance proceeds which have not been used to rebuild the Project, warranty payments, indemnity payments, proceeds from any sale or other disposition of Company Assets or any similar amounts (in each case, during the period prior to the SC Funding Date, that are not required to be used to satisfy the obligations of the Company or the Project Company pursuant to the Construction Loan Agreement) that correspond to, or are compensation for, any indefinite decrease in the Project’s long-term EBITDA expectations, then such amounts shall be distributed to the Members as follows: (i) first, to the Class A Members, pro rata in

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accordance with their respective Class A Units, in the amount necessary such that the Tracking Model shows the achievement of the Flip Date by the date on which the Flip Date was projected to occur based upon the most recent Tracking Model that was delivered prior to the occurrence of the event giving rise to such proceeds; and (ii) thereafter, in accordance with the distribution ratios set forth in Section 5.1(a).

(g) Tax Distributions.

(i) For each applicable Taxable Year (or portion thereof) after the Flip Date, in addition to any amounts distributed to the Class A Members (in accordance with their pro rata shares) pursuant to Section 5.1(a)(ii), to the extent that income is allocated to the Class A Members in excess of the Available Cash Flow distributed to the Class A Members under Section 5.1(a)(ii), the Company shall distribute to each Class A Member, to the extent of Available Cash Flow (in accordance with their pro rata shares) (the “Tax Distribution”) an amount equal to (A) the Highest Marginal Rate multiplied by (B) the income allocated to the Class A Members for such Taxable Year (or portion thereof) in excess of the Available Cash Flow distributed to the Class A Members pursuant to Section 5.1(a)(ii) for such Taxable Year (or portion thereof), (after taking into account and reducing for any amount of Tax loss that was previously suspended under Section 704(d) of the Code and is now available to offset any such additional net taxable income), without regard to any transfer of a Membership Interest (except that for the Taxable Year during which the Flip Date occurs, only income for the period after such date will be taken into account), determined in accordance with the calculation rules and conventions set forth in Section 10.3.

(ii) Additionally, and notwithstanding anything to the contrary in this Article V, in connection with any such Tax Distribution, if the Managing Member reasonably determines that there is insufficient Available Cash Flow on any Tax Distribution Date to make the Tax Distribution in full, the Company shall make a distribution of such portion of the Tax Distribution as it has sufficient Available Cash Flow to make, and the Company shall not make any further Tax Distribution for such period; or if there is no Available Cash Flow on any Tax Distribution Date to make a Tax Distribution, no Tax Distribution for such period shall be made by the Company; and any such shortfall shall, to the extent there is Available Cash Flow, be distributed on the next following Distribution Date(s) until such shortfall is eliminated.

(h) Project Company Distributions. The Managing Member shall cause the Project Company, to the maximum extent permitted by law to make timely distributions of the Project Company’s cash to the Company to enable the Company to make distributions of Available Cash Flow to Members as contemplated in this Article V; provided that this Section 5.1(h) does not require the distribution by the Project Company of amounts of payments excluded from the definition of Available Cash Flow or Permitted Reserves.

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(i) Imputed Underpayments. Notwithstanding anything contained herein to the contrary:

(i) In the event that the Company pays any Imputed Underpayment, and the Class A Members have not made the Capital Contributions required to be made by the Class A Members pursuant to Sections 3.4(d)(ii) and 3.4(d)(iii) with respect to any Flip Imputed Underpayments (and any associated penalties, interest and additions to tax) and/or Class A Imputed Underpayments (and any associated penalties, interest and additions to tax), the distributions of Available Cash Flow that would otherwise be made to the Class A Members shall be reduced, and the distributions that would otherwise be made to the Class B Members shall be increased, until the Class B Members shall have received cumulative additional distributions of Available Cash Flow equal to the incremental distributions of Available Cash Flow the Class B Members would have received if neither any Flip Imputed Underpayments (or any associated penalties, interest and additions to tax) nor any Class A Imputed Underpayments (or any associated penalties, interest and additions to tax) had been paid by the Company, along with interest accrued at a per annum rate of SOFR plus three percent (3%) from the date such Capital Contributions required to be made by the Class A Members pursuant to Sections 3.4(d)(ii) and 3.4(d)(iii) would otherwise have been due and payable.

(ii) In the event that the Company pays any Imputed Underpayment, and the Class B Members have not made the Capital Contributions required to be made by the Class B Members pursuant to Sections 3.4(d)(i) and 3.4(d)(iii) with respect to any Class B Imputed Underpayment (and any associated penalties, interest and additions to tax), and/or Flip Imputed Underpayments (and any associated penalties, interest and additions to tax), the distributions of Available Cash Flow that would otherwise be made to the Class B Members shall be reduced, and the distributions that would otherwise be made to the Class A Members shall be increased, until Class A Members shall have received cumulative additional distributions of Available Cash Flow equal to the incremental distributions of Available Cash Flow the Class A Members would have received if no Class B Imputed Underpayments (or any associated penalties, interest and additions to tax) and/or Flip Imputed Underpayments (and any associated penalties, interest and additions to tax), had been paid by the Company, along with interest accrued at a per annum rate of SOFR plus three percent (3%) from the date the Capital Contributions required to be made by the Class B Members pursuant to Sections 3.4(d)(i) and 3.4(d)(iii) would otherwise have been due and payable.

(j) Notwithstanding the foregoing but subject to sections 5.1(c), 5.1(d), 5.4, 3.5 and 11.1, prior to a Flip date, 100% of Available Cash Flow attributable to merchant capacity revenues shall be distributed to the Class B Members provided that all such distributions shall count toward the achievement of the Back-Leverage Return for purposes of section 5.1(i)(a)(B).

5.2 Limitation.

Except as expressly set forth in Section 5.1, the distributions described in this Article V shall be made only from Available Cash Flow and only to the extent that there shall be sufficient

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Available Cash Flow to enable the Managing Member to make payments in accordance with the terms hereof. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to a Member on account of its Membership Interest if such distribution (including a return of Capital Contributions) would violate the Act or any other Applicable Law.

5.3 Withholding.

Notwithstanding any other provision of this Agreement, the Company shall comply with any withholding requirements under any Applicable Law and shall remit amounts withheld to, and file required forms with, applicable Taxing Authorities. To the extent that the Company is required to withhold and pay over any amounts to any Taxing Authority with respect to distributions or allocations to any Member, the amount withheld shall be treated as a distribution of cash to such Member in the amount of such withholding. The Company shall notify such Member and permit such Member, if permitted by Applicable Law, to contest the applicability of the underlying Tax prior to making such withholding. If an amount required to be withheld was not withheld from an actual distribution, the Company may reduce subsequent distributions by the amount of such required withholding and any penalties or interest thereon. Each Member agrees to furnish to the Company such forms or other documentation as is reasonably necessary to assist the Company in determining the extent of, and in fulfilling, its withholding obligations.

5.4 Satisfaction of Certain Obligations of the Class B Members to the Class A Members.

Without in any way limiting any rights or remedies against the Class B Members or any Affiliates thereof under any Transaction Documents, including the rights and remedies of any Class A Members under the Guaranty, the Parties agree that:

(a) Upon receipt of a notice of an Indemnification Claim pursuant to Section 11.1, a Class B Member, either directly or through its Affiliates, shall have the right to cure any applicable asserted breach giving rise to such Indemnification Claim and no such cure shall be an acknowledgement or agreement that such Indemnification Claim, or any portion thereof, is subject to indemnification under this Agreement; provided, however, that, notwithstanding the foregoing, no ongoing or pending attempts to or pursuits of cure shall have any effect or cause any delay in the rights, obligations and actions provided for in this Section 5.4.

(b) To the extent of any Damages relating to Indemnification Claims as to which payment has not otherwise been made in accordance with Article XI of this Agreement (but subject to any limitations set forth in or resulting from the application of said Article XI), nor paid into escrow as provided in Section Error! Reference source not found. if any portion of all of such Damages are disputed, then commencing with the first Distribution Date after the date on which the Class B Members agree or a court of competent jurisdiction has made a Final Determination that such Indemnification Claim (or applicable portion thereof) is subject to indemnification by the Class B Members under this Agreement, and in each case until the date on which payment in full of the “Applicable Amount” (which means the least of (i) the full amount of Damages compensable hereunder in respect of such Indemnification Claim, (ii) such lesser

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amount as shall have been agreed between the Class B Members and the Indemnified Parties, or (iii) such amount as shall have been determined by the Final Determination of a court of competent jurisdiction) has been received by the Indemnified Parties, fifty percent (50%) of all distributions to which the Class B Members would otherwise be entitled hereunder (including, without limitation, Back-Leverage Return, other Available Cash Flow and TCTA Proceeds) shall first be paid over to the Indemnified Parties to the extent necessary to pay in full the Applicable Amount, and shall not be paid to the Class B Members, until the Indemnified Parties shall have received payment in full of the Applicable Amount and any disputed portion of the Indemnification Claim has been paid into escrow pursuant to Section Error! Reference source not found.. Upon receipt by the Indemnified Parties of payment in full of the Applicable Amount and payment into escrow pursuant to Section Error! Reference source not found. as to any disputed portion of the Indemnification Claim, the distributions of Available Cash Flow shall resume being distributed as required by the provisions of Section 5.1, subject to the application of this Section 5.4 to other Indemnification Claims for Damages.

(c) If the Class B Members or their Affiliates dispute all or a portion of any alleged Damages under an Indemnification Claim within sixty (60) days (which such sixty (60) day period may be extended by mutual agreement of the applicable Indemnified Party and the Class B Member) following receipt of notice of the Indemnification Claim pursuant to Section 11.3, then unless the Class B Members shall have deposited or caused to be deposited into Escrow (as defined and as provided below) the amount of Damages disputed under such Indemnification Claim, fifty percent (50%) of all distributions (including, without limitation, Back-Leverage Return, other Available Cash Flow and TCTA Proceeds) to which the Class B Members would otherwise be entitled hereunder, in each case up to the amount of Damages disputed under such Indemnification Claim, shall be paid into an escrow (the “Escrow”). The Escrow shall be maintained at a commercial bank that is a member of the Federal Reserve System organized under the laws of the United States or any state thereof and has a combined capital and surplus of at least $1,000,000,000 (the “Escrow Agent”), pursuant to an escrow agreement in such Escrow Agent’s customary form and providing as follows:

(i) funds paid into such Escrow shall be invested in Permitted Investments;

(ii) the Escrow Agent’s fees and charges related to the Escrow shall be paid by the Class B Members, unless the amount finally determined to be payable to the Class A Members in respect of the disputed portion of the relevant claim(s) pursuant to Section 5.4(c) above is zero, in which case the Class A Members shall pay all of the Escrow Agent’s fees and charges;

(iii) no funds will be paid out of the Escrow unless (A) the Class B Members agree in writing or a court of competent jurisdiction has made a Final Determination that such disputed amount or any portion of such disputed amount in the Escrow is to be paid to the Class A Members or (B) the Class B Members and Class A Members deliver a joint written instruction to the Escrow Agent directing it to release funds from the Escrow; and

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(d) Subject to and without limiting Section 10.2(c), amounts paid or distributed to Indemnified Parties pursuant to this Section 5.4 shall be deemed distributed to the Class B Members and immediately paid by the Class B Members to the Indemnified Parties.

(e) The provisions of this Section 5.4 shall apply notwithstanding any replacement of Sponsor Member (or any successor thereto) as the Managing Member pursuant to Section 6.3, for liability as the Managing Member arising prior to such replacement.

ARTICLE VI

MANAGEMENT

6.1 Managing Member.

(a) The Sponsor Member is hereby appointed by the Members as the initial Managing Member of the Company within the meaning of Section 18-101(10) of the Act. Except as provided in Section 6.2 or as otherwise expressly provided in this Agreement, the Managing Member shall have full power and authority to conduct, direct and exercise control over all activities of the Company and the Project Company, and to manage and administer the business and affairs of the Company and the Project Company and to do or cause to be done any and all acts necessary or appropriate to conduct the business of the Company and the Project Company. Without limiting the foregoing, the Managing Member, in accordance with Applicable Law and the Prudent Operator Standard, shall:

(i) perform and pursue, or cause each of the Company and the Project Company to perform and pursue, each of the Company’s and the Project Company’s respective obligations and rights under the Transaction Documents and the Major Project Contracts;

(ii) (A) not cause the Company or the Project Company to take some action, or (B) cause the Company or the Project Company to omit to take some action when there is an affirmative obligation to take some action (other than, in each case, in the case of emergency or force majeure and except as otherwise permitted with the Majority Consent of the Members or Consent of All Members pursuant to Section 6.2), in each case, that would result in a breach of material obligations or an event of default, or that would permit or result in the acceleration of any termination right, under any Transaction Document or Major Project Contract; and

(iii) deliver or cause to be Made Available to each Member, promptly upon receipt thereof, copies of all material records, reports, documents and data provided pursuant to the Major Project Contracts.

(b) The Managing Member shall have the sole right, power and authority to manage, control and transact any business for the Company and the Project Company, to sign for or on behalf of the Company and the Project Company and to bind each of the Company and the Project Company in any manner whatsoever. Except as otherwise provided herein, neither the Managing Member nor any other Member shall hold out or represent to any Third Party that any

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Member (other than the Managing Member) has any such power or right or that any Member is anything other than a member in the Company. A Member shall not be deemed to be participating in the control of the business of the Company by virtue of its possessing or exercising any rights set forth in this Agreement, the Act, or any other Contract relating to the Company or the Project Company.

(c) The Company is hereby authorized on the date hereof to execute, deliver and perform, and the Managing Member or any Officer on behalf of the Company is hereby authorized to execute and deliver, the Transaction Documents, the Major Project Contracts, and all documents, agreements, certificates or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement; provided, that any amendment, modification, waiver or termination of such documents shall be subject to Section 6.2.

(d) The Managing Member shall ensure that the Company and the Project Company implement and maintain policies and procedures designed to promote and achieve their compliance with applicable Economic Sanctions Laws and Regulations, applicable Trade Controls Laws and Regulations, applicable Anti-Bribery and Anti-Corruption Laws and Regulations, and applicable Anti-Terrorism and Money Laundering Laws and Regulations. The Managing Member shall promptly notify the Class A Members in the event that the Company, the Project Company or any of their Subsidiaries or any of their respective directors, officers, employees or agents, acting in their capacity as such, 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 applicable Anti-Terrorism and Money Laundering Laws and Regulations.

(e) The Managing Member shall not use, directly or indirectly, any proceeds from any Capital Contributions or otherwise make such proceeds available (i) to fund or facilitate any dealings with, involving or for the benefit of any Sanctioned Person, (ii) in any manner that would constitute or give rise to a violation of any Economic Sanctions Laws and Regulations that are applicable to the Project, the Project Company, and the Company by any Person, including the Class A Members or (iii) in any manner that would constitute a violation of 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.

6.2 Standard of Care; Required Consents.

(a) The Managing Member shall perform its duties and obligations hereunder in compliance with Applicable Law, in good faith and in the best interest of the Company and in compliance with Prudent Industry Practices; and, with respect to operation and management of the Project, in accordance with the Prudent Operator Standard; provided, however, that the Managing Member shall perform its duties and obligations in compliance in all respects with respect to Economic Sanctions Laws and Regulations that are applicable to the Project, the Project Company, and the Company, applicable Trade Controls Laws and Regulations, applicable Anti-Bribery and

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Anti-Corruption Laws and Regulations, and applicable Anti-Terrorism and Money Laundering Laws and Regulations.

(b) Notwithstanding any other provision of this Agreement to the contrary, except to the extent any such action is reasonably necessary, as determined by the Managing Member, in response to an unexpected event or circumstance occurring at the Project that (1) is not contemplated in the Approved Budget then in effect, (2) unless remedied or addressed immediately, poses actual or imminent risk of (a) personal injury, (b) material property damage to, or impairment of value of, the Project or (c) an imminent violation of Applicable Law not precipitated by any breach of the Managing Member’s obligations hereunder, and (3) requires, in the good faith and reasonable determination of the Managing Member, immediate preventative or remedial action (unless directed to do so by the Members pursuant to the Transaction Documents), the Managing Member may not make a decision to take or cause the Company to take any of the following actions (each a “Fundamental Decision”) without having first obtained the written Consent of All Members:

(i) cause the Company or the Project Company to (A) enter into a joint venture with, or merge into or consolidate with, any Person or acquire all or substantially all of the assets or stock of any class of any Person (except for the acquisition of interests in the Project Company pursuant to the Purchase Agreement), (B) sell, assign, lease or otherwise transfer all or substantially all of its Assets in one or more related transactions, or change its legal form, recapitalize or liquidate (including any transaction or series of related transactions resulting in a liquidation), wind-up or dissolve (except as permitted under the Transaction Documents (including as set forth in Section 6.2(c)(xii))), or (C) amend or cancel the Delaware Certificate or the Project Company’s certificate of formation or amend or terminate any organizational document of the Company or the Project Company (other than, in either case, as permitted under the Transaction Documents);

(ii) cause the Company or the Project Company to change its purpose or engage in any business or activity that is not within the purpose of the Company or the Project Company, as set forth in Section 2.5;

(iii) cause the Company or the Project Company to permit (A) possession of property of the Company or the Project Company by any Member, (B) the Company to commingle its Assets with the Assets of the Project Company or the Assets of any other Person, or (C) the Project Company to commingle its Assets with the Company, any other Project Company or the Assets of any other Person;

(iv) cause the Company or the Project Company to (A) issue, or permit the issuance of, any additional limited liability company interests in the Company, (B) issue, or permit the issuance of, any additional limited liability company interests in the Project Company, (C) distribute any Assets to the Members, except as permitted under Section 5.1 or (D) repurchase, redeem or convert any limited liability company interests in, or other securities of, the Company or the Project Company, except pursuant to a Buyout Event or the Purchase Option;

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(v) guarantee, or cause the Company or the Project Company to guarantee, in the name or on behalf of the Company or the Project Company, the payment of money or the performance of any Contract or other obligation of any Person, except for guarantees of obligations (A) properly incurred by the Managing Member, the Company or the Project Company pursuant to the terms of the Transaction Documents, (B) endorsements and other similar guarantees in the Ordinary Course of Business of the Company or the Project Company, (C) as contemplated by the Major Project Contracts or the Transaction Documents or (D) constituting Construction Indebtedness;

(vi) to the fullest extent permitted by law, cause the Company or the Project Company to take any action that could reasonably be expected to cause such Company or the Project Company to be deemed Bankrupt;

(vii) with respect to any Permit that is required for the construction, operation, ownership, management or maintenance of the Project, or the sale or transmission of power, capacity, ancillary services or resource adequacy benefits therefrom, cause the Company or the Project Company to amend (other than in the Ordinary Course of Business) the terms of, or fail to obtain, as of the date required under Applicable Law and Prudent Industry Practices, such Permit, or as a result of the breach of its terms, cause the revocation of such Permit;

(viii) (A) admit any additional Member of the Company except as permitted under the transfer provisions in ARTICLE IX of this Agreement, or (B) cause the Company to admit any additional member of the Project Company;

(ix) (A) cause the Company to elect to be treated as other than a partnership for U.S. federal income tax purposes, or (B) cause the Project Company to elect to be treated as other than an entity disregarded as separate from the Company for U.S. federal income tax purposes, in each case of the preceding clauses (A) and (B), including any election under Regulation Section 301.7701-3 to be classified as an association taxable as a corporation;

(x) other than tax controversies (which are addressed exclusively by Section 8.7), cause the Company or the Project Company to initiate any litigation or arbitration that could reasonably be expected to have a Material Adverse Effect, or settle or consent to entry of judgment in connection with any litigation, arbitration or investigation if, as a result, the Company or the Project Company (or the Assets or Representatives of the Company or the Project Company) would be obligated to pay more than $600,000 (or such greater amount that is covered by insurance proceeds), (B) be subject to criminal liability or sanction or be deemed to have admitted to wrongdoing, or (C) be subject to an equitable remedy, nonmonetary obligation or Encumbrance that could reasonably be expected to have a Material Adverse Effect;

(xi) incur, or cause the Company or the Project Company to incur or refinance, or repay prior to maturity thereof, any Indebtedness in the name or on behalf of the Company or the Project Company or execute and issue promissory notes and other

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negotiable or non-negotiable instruments to evidence Indebtedness (including in connection with refinancing of any Indebtedness), except for (A) obligations prior to the SC Funding Date in connection with the Construction Loan Agreement and (B) any loan made by a Member to the Company pursuant to Section 3.5;

(xii) mortgage, pledge, assign in trust or otherwise Encumber, or cause the Company or the Project Company to mortgage, pledge, assign in trust or otherwise Encumber, any Company Assets or Assets of the Project Company, or to assign, or cause the Company or the Project Company to assign, any monies owing or to be owing to the Company or the Project Company (except to secure the payment of any borrowing permitted hereunder) except for Permitted Liens; provided, that in no event shall the Managing Member mortgage, pledge, assign in trust or otherwise Encumber the Company’s right to receive Capital Contributions from the Members after the SC Funding Date;

(xiii) (A) except as set forth in Section 8.6, make any federal income tax election (or corresponding state or local income tax election) for the Company or the Project Company, (B) change the Company’s or the Project Company’s method of accounting or accounting procedures as in effect on the Execution Date, except as required by GAAP or Applicable Law, or take any other action with respect to accounting policies or procedures (other than reasonable and usual actions in the Ordinary Course of Business or specifically contemplated under the Transaction Documents, except as required by GAAP or Applicable Law), or (C) engage a replacement Certified Public Accountant;

(xiv) except as otherwise permitted under the Transaction Documents, cause the Company or the Project Company to loan its respective funds to any Person;

(xv) cause the Company or the Project Company, as applicable, to:

(A) cancel, suspend, terminate, amend, modify or waive its rights under (or to agree to any such cancellation, suspension, termination, amendment, modification or waiver) any Tax Credit Transfer Agreement in any respect;

(B) cancel, suspend in any material respect, declare an event of default by any Person party to, or terminate (other than in accordance with its terms) any other Transaction Document or any of the Major Project Contracts to which it is a party; provided, that after the Flip Date, none of the foregoing actions shall be a Fundamental Decision if (A) such action is being taken under a Major Project Contract only in connection with the replacement of such Major Project Contract and (B) such replacement is in accordance with clause (C) of this Section 6.2(b)(xv);

(C) (1) where the terms of the applicable contract require the Company’s or the Project Company’s consent to a material action, consent to any such action by another party under any Transaction Document or any of the Major

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Project Contracts to which it is a party, (2) release, or waive any material rights or obligations of any party to (other than waivers that are ministerial in nature), a Transaction Document, or any of the Major Project Contracts, (3) assign, amend, supplement or modify (other than in respect of de minimis amendments or modifications), a Transaction Document or any of the Major Project Contracts to which it is a party; provided, that in the case of any amendment, supplement or modification of any Major Project Contract, if (x) the only aspect(s) of such amendments, supplements or modifications are increased costs and (y) either (A) such amendment, supplement or modification would not reasonably be expected to result in additional cost to the Company or the Project Company in excess of $250,000 in any consecutive twelve (12)-month period or (B) the Class B Members have made Capital Contributions to the Company in respect of any additional costs in excess of the amounts set forth in the preceding clause (A) in accordance with Section 3.4, then such amendment, supplement or modification shall not be a Fundamental Decision, (4) amend, supplement or modify in any material respect the scope of services, performance standard, scope of liability or warranty provisions set forth in any Major Project Contract, or (5) approve or agree to any change orders requested under any construction, procurement, Major Equipment acquisition or installation contract that would (A) individually or when aggregated with all other prior or concurrent change orders, increase the contract price payable under all such contracts by more than $1,000,000, (B) increase the amount of any credit support required to be provided by Company or the Project Company thereunder, (C) modify any warranty provisions, (D) materially change any provisions related to commissioning and testing, (E) change the counterparty’s “scope of work” in a way that could reasonably be expected to reduce the design life of the Project, or (F) change required timing or required conditions for the achievement of “Mechanical Completion”, “Substantial Completion” or “Final Completion” (however actually defined or denominated therein);

(D) renew, or enter into any replacement of, a Major Project Contract;

(E) enter into any new Major Project Contract (other than a replacement of any Major Project Contract in accordance with clause (C) of this Section 6.2(b)(xv));

(F) (1) enter into any new Contract between the Company or the Project Company, on the one hand, and an Affiliate of the Class B Member, on the other hand, (2) where the terms of any such Contract require the Company’s or the Project Company’s written consent to an action, consent to any action by another party under any such Contract, (3) release, or waive any rights or obligations of, any party to any such Contract, or (4) assign, amend, supplement or modify any such Contract;

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(G) Without limiting the foregoing, waive any of the conditions precedent in Section 2.3, 2.4 or 2.5 of the Purchase Agreement; or

(H) make any advance payments of compensation or other consideration to the O&M Contractor or the Management Services Provider;

(xvi) cause the Company or the Project Company to hire any employees, enter into or adopt any bonus, profit sharing, thrift, compensation, option, pension, retirement, savings, welfare, deferred compensation, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers or employees of the Company or the Project Company or incur any liability in connection with such a plan; or

(xvii) cause the Company to (A) approve an appraisal or (B) hire a Qualified Appraiser pursuant to Section 9.8.

(c) Notwithstanding any other provision of this Agreement to the contrary, the Managing Member may not make a decision to take or cause the Company to take any of the following actions (each a “Major Decision”) without having first obtained the written Majority Consent of the Members:

(i) cause the Company or the Project Company to (A) enter into any tax abatement agreements, or (B) obtain or accept any grant from any Governmental Authority for use in constructing or financing the Project or with respect to which any of the Company, the Project Company or the Project is a beneficiary;

(ii) cause the Company or the Project Company to expend funds, other than (A) as contemplated by the Major Project Contracts, (B) below one hundred and ten percent (110%) of the aggregate expense amount reflected in the Approved Budget for the Fiscal Year, (C) below one hundred and ten percent (110%) of the annual spending projected in the Base Case Model for such Fiscal Year, or (D) to the extent that the Managing Member has reasonably determined that making such expenditure or committing to make such expenditure is necessary to preserve and protect the Company’s assets or the Project Company’s assets within ten (10) Business Days following an accident, mechanical or electrical failure, catastrophe or similar event or to avoid the imminent violation of law or injury or death to any natural person (provided that notice of such expenditure shall be promptly delivered or caused to be Made Available by the Managing Member to each Member);

(iii) cause the Company or the Project Company to settle any claim of or against the Company or the Project Company (including dispute of a claim with a Governmental Authority that does not relate to federal income taxes), or confessing a judgment against the Company or the Project Company (A) in excess of $600,000, if such judgment is not covered by insurance, or if such judgment is covered by insurance, the amount of such claim that would be more than $600,000 in excess of such insurance, or

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(B) which includes consent to or award of an injunction, specific performance or other equitable relief or any admission of any violation of law;

(iv) cause the Company or the Project Company to engage in any speculative operating or trading activities, any speculative energy or credits sales, any forward contracts or any other similar transactions;

(v) cause the Company or the Project Company, to (A) change, amend or substitute the insurance required to be maintained by the Company or the Project Company as set forth on Schedule 6.8, or (B) amend, restate, revise or otherwise materially modify any title insurance policy for the Project or an endorsement thereto, in any case, in a manner that adversely affects the rights or coverage afforded to the Company, the Project Company or the Class A Member;

(vi) cause the Company or the Project Company to voluntarily and permanently remove all or a substantial portion of the Project from service (other than a removal from service required by Applicable Law or caused by a force majeure event, planned or forced outage or casualty);

(vii) except as required by GAAP or Applicable Law, at any time prior to the Flip Date, cause the Company or the Project Company to establish any operating, capital or other reserves, other than Permitted Reserves;

(viii) following the occurrence of a casualty loss, condemnation event or title event affecting the Project giving rise to proceeds (other than proceeds of business interruption insurance) where the potential recovery is in excess of ten percent (10%) of the fair market value of the Project, cause the Company or the Project Company to fail to utilize such proceeds to replace, or rebuild and restore, the affected portions of the Project;

(ix) except as expressly set forth in the Transaction Documents, cause the Company or the Project Company to (A) fail to deposit (or cause to be deposited), all cash and other funds of the Company or the Project Company, including all payments received by the Company or the Project Company under any Contract, in an account maintained for the Company or the Project Company, as applicable, and (B) make any investments with cash and other funds of the Company or the Project Company other than Permitted Investments;

(x) cause the Company or the Project Company to take any action that would reasonably be expected to cause, or fail to take any action permitted under the Transaction Documents if such failure would reasonably be expected to cause, any part of the Assets of the Company, the Project Company or the Project to become subject to the alternative depreciation system within the meaning of Section 168(g) of the Code;

(xi) cause the Company or the Project Company to take any action that could reasonably be expected to result in an event of default, subject to any applicable cure

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rights, or that could reasonably be expected to result in the acceleration of any obligation or termination of any material right, in each case, under any Major Project Contract; or

(xii) sell, lease, assign or otherwise transfer, or cause the Company or the Project Company to sell, lease, assign or otherwise transfer, any Asset or related group of Assets with a fair market value in excess of $200,000 prior to the Flip Date and/or $500,000 during any twelve (12) month period from and after the Flip Date in one or a related series of transactions, other than any disposition of Assets (A) that are worn out, damaged, obsolete, or no longer necessary or useful for the operation of the Project, or such disposition is otherwise required pursuant to the Transaction Documents, (B) pursuant to the Transaction Documents or any purchase right of a Third Party under a Major Project Contract, (C) constituting sales of energy, capacity, ancillary services, capacity attributes, renewable energy credits, “green tags” or other like environmental credits or benefits, in each case pursuant to any Major Project Contract, any Contract entered into in compliance with the terms hereof, or any merchant sales consistent with the Base Case Model and the Approved Budget, (D) constituting ITCs sold pursuant to any Tax Credit Transfer Agreement, and (E) constituting grants of real property interests (or rights to use real property) from the Project Company in favor of any utility or emergency service providers that are necessary or appropriate to comply with Applicable Law or the Interconnection Agreement or to comply with or obtain any necessary Permit, in each case provided such grants do not materially adversely affect the Project.

(d) Prior to the dissolution of the Company under the terms of this Agreement, the Managing Member shall devote such time as may be necessary to perform its obligations hereunder.

(e) With respect to any actions described in this Agreement which require the Consent of All Members or the Majority Consent of the Members (including those actions set forth in Section 6.2(b) above), unless a specific period is provided for therein, the Managing Member shall use commercially reasonable efforts to request any such consent or approval from each Member no later than ten (10) Business Days prior to the proposed date for the taking of any such action, and such request shall include, to the extent applicable, copies of all material documentation relating to the proposed action; provided, that a failure to provide such request in such period shall not be a breach of the terms hereof or be the basis of any liability hereunder. Within ten (10) Business Days following its receipt of such request for consent, each Member shall respond to the Managing Member in writing as to whether such Member consents and approves or objects to the proposed action. The Managing Member shall not take, or be required to take, any action that requires the Consent of All Members or the Majority Consent of the Members until it has received the affirmative written consent of Members constituting the required consent.

(f) In the event of a default (determined in accordance with the terms of such agreement, which remains uncured after any grace period provided in the applicable agreement) under any Transaction Document or under any other Contract between the Company or the Project Company, on the one hand, and an Affiliate of the Company or of the Class B Members, on the other hand, the Managing Member shall provide notice to the Class A Members promptly upon

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learning of a default by the Affiliate of the Company or of the Class B Member that is the counterparty to such Transaction Document or other Contract, and thereupon, the Class A Members shall have the right to direct the Managing Member to cause the Company to enforce its rights under any such Contract, and the Managing Member shall timely enforce such rights.

6.3 Resignation and Removal of Managing Member.

(a) The Managing Member will be subject to removal as Managing Member by those Members who are not Affiliates of the Managing Member, upon written notice (i) if the Managing Member has engaged in gross negligence, willful misconduct or fraud, (ii) if the Managing Member or the Guarantor becomes Bankrupt, (iii) upon removal of the Managing Member as Partnership Representative, or, if the Partnership Representative is an Affiliate of the Managing Member, removal of the Partnership Representative, in each case pursuant to Section 8.7, (iv) a breach by the Managing Member (in its capacity as Managing Member, a Class B Member or Partnership Representative) of its other material obligations under this Agreement (including but not limited to the Managing Member’s obligations to (A) comply with any Applicable Law and (B) use commercially reasonable efforts to enforce the rights and remedies of the Company and the Project Company in respect of each of the Major Project Contracts), (v) if the Managing Member becomes a Sanctioned Person or (vi) if the Managing Member directly or indirectly uses any proceeds from any Capital Contributions or otherwise makes such proceeds available (A) to fund or facilitate any dealings with, involving or for the benefit of any Sanctioned Person, (B) in any manner that would constitute or give rise to a violation of any Economic Sanctions Laws and Regulations by any Person that are applicable to the Project, the Project Company, and the Company, including the Class A Members or (C) in any manner that would constitute a violation of 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; provided, however, that in the case of clause (iv), for any breach or violation, the Managing Member shall have the opportunity to cure such breach or violation within thirty (30) days of receiving notice of such breach; provided, further, that if such breach, other than a failure to make a cash distribution when due under this Agreement, cannot be cured within such period, and the Managing Member is proceeding with diligence to cure such breach, the 30-day cure period shall be extended by an additional thirty (30) days, for a total cure period of sixty (60) days; provided, further, that during such cure period the Managing Member may continue as the Managing Member (for the avoidance of doubt, in the case of preceding clauses (v) and (vi), breaches or violations thereunder shall not be considered capable of being cured for purposes of this Section 6.3(a)).

(b) If the Managing Member is removed or resigns, the Members who are not Affiliates of the removed or resigning Member shall elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder, subject to the Company and/or the replacement Managing Member obtaining any necessary prior approvals from any Governmental Authority. Notwithstanding the foregoing, if the Managing Member is removed pursuant to Section 6.3(a) and the Managing Member’s Affiliate has Transferred one hundred percent (100%) of its Units to a Qualified Transferee who

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is not an Affiliate of the removed Managing Member, upon admission of such Qualified Transferee as a Member, such Qualified Transferee will become the replacement Managing Member.

6.4 Indemnification and Exculpation.

(a) To the fullest extent permitted by Applicable Law, the Managing Member and its respective Affiliates, Representatives, officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify, such Persons from and against, all Claims any of them incur by reason of any act or omission performed or omitted by such Person in good faith on behalf of the Company in performing the Managing Member’s duties hereunder or relating to the Company’s activities and business, in each case, subject to and in accordance with the terms of this Agreement; provided, however, that this indemnity does not apply to Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person.

(b) To the fullest extent permitted by Applicable Law, reasonable and documented expenses to be incurred by an indemnified Person under this Section 6.4 shall, from time to time, be advanced by or on behalf of the Company from Available Cash Flow, prior to the final disposition of any matter upon receipt by the Company of an undertaking from a Person with sufficient credit capacity to repay such amount if it shall be determined that the indemnified Person is not entitled to be indemnified under this Agreement.

(c) The Company may purchase from the funds of the Company and maintain insurance on behalf of any Person who is or was an officer, employee, or agent of the Company, against any liability asserted against the Person and incurred by the Person in any capacity, or arising out of the Person’s status as such, whether or not the Company would have the power to indemnify the Person against the liability under the provisions of this Section 6.4.

(d) The Managing Member may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party. The Managing Member may consult with and employ consultants, accountants, attorneys, technical consultants, and outside advisors reasonably selected by it and may, subject to compliance with the Prudent Operator Standard, rely on any advice of any such Person.

6.5 Managing Member Costs and Expenses.

The Company shall pay and reimburse the Managing Member for all reasonable and documented third-party costs and expenses incurred in the Ordinary Course of Business by the Managing Member on behalf of the Company in performing the duties hereunder or relating to the Company’s activities and business in accordance with the Approved Budget.

6.6 Officers.

(a) The officers of the Company shall be such officers as may be appointed by the Managing Member (each an “Officer” and collectively “Officers”). Any two or more offices may be held by the same person.

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(b) To the fullest extent permitted by Applicable Law, the Officers of the Company shall be appointed by the Managing Member. Vacancies may be filled or new offices created and filled by the Managing Member. Each Officer shall hold office until his successor shall have been or appointed or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Appointment of an Officer shall not of itself create contract rights.

(c) A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managing Member.

(d) Any Officer appointed by the Managing Member may be removed by the Managing Member whenever in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

(e) To the fullest extent permitted by Applicable Law, each Officer shall be subject to the same standard of care applicable to the Managing Member as set forth in Section 6.2(a) in carrying out any of their relevant duties whatsoever and shall be required to obtain the necessary prior consents for actions specified in Section 6.2(b).

(f) To the fullest extent permitted under the Act, as currently or hereafter in effect, no Officer shall have any personal liability whatsoever, whether to any Member or to the Company or the Company’s creditors for the debts, obligations, expenses or liabilities of the Company, whether arising in contract, tort or otherwise, which shall be solely the debts, obligations or liabilities of the Company. Furthermore, no Officer shall have any liability to any Member because any Taxing Authorities disallow or adjust income, deduction or credits in the Company tax returns, nor shall any Officer have any liability for the repayment of the Capital Contributions of any Member. In addition, the doing of any act or the omission to do any act by an Officer, the effect of which may cause or result in loss or damage to the Company, if done in good faith on behalf of the Company in performing its duties hereunder or relating to the Company’s activities and business and otherwise in accordance with the terms of this Agreement, shall not subject the Officer or its successors and assigns to any liability to the fullest extent allowed by the Act. To the fullest extent allowed by Applicable Law, the Company will indemnify from Available Cash Flow and hold harmless the Officers and their successors, delegees and assigns from and against all Claims any of them incur by reason of any act or omission performed or omitted by such Person on behalf of the Company in performing such Officer’s duties; provided, however, that this indemnity does not apply to Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person. The foregoing indemnification is limited to the Available Cash Flow of the Company, and nothing contained herein is intended to create personal liability for any Member.

6.7 Approved Budgets.

The Managing Member shall prepare or cause to be prepared for each Fiscal Year of the Company (beginning with the Fiscal Year ending December 31, 2025) an operating budget on a consolidated basis setting forth the anticipated revenues and expenses of the Company for such Fiscal Year. The initial operating budget for the Fiscal Year ending December 31, 2025, is attached

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as Exhibit E hereto. For each succeeding Fiscal Year, the Managing Member shall, no later than November 15 of the prior year, submit the proposed operating budget for such succeeding Fiscal Year to the Members for their review. If the aggregate expense amount reflected in the proposed operating budget is not more than ten percent (10%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year and not more than ten percent (10%) above the annual spending projected in the Base Case Model for such Fiscal Year, then such proposed operating budget shall be deemed approved by all of the Members. If the aggregate expense amount reflected in the proposed operating budget is (i) more than ten percent (10%) above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year or (ii) more than ten percent (10%) above the annual spending projected in the Base Case Model for such Fiscal Year, then the Majority Consent of the Members shall be required. If the Majority Consent of the Members is required, then the Class A Members shall review the proposed budget and respond promptly, and the consent of such Class A Members shall not be unreasonably withheld. The Majority Consent of the Members must be received by November 30 for such operating budget to be approved (each budget as attached hereto or as approved or deemed approved pursuant to this Section 6.7, an “Approved Budget”). If the Majority Consent of the Members is required and not obtained as provided above, then the Managing Member shall prepare or cause to be prepared a revised operating budget, which shall be submitted to the Members for their approval and, upon final approval of such operating budget by the Majority Consent of the Members, such budget shall become an Approved Budget hereunder. In the event that the Majority Consent of the Members is required and such consent cannot be obtained pursuant to the provisions above with respect to a proposed operating budget, such operating budget may be submitted by the Managing Member to an independent engineer, acceptable to the Class A Members (acting reasonably), to review and provide a recommendation to the Members to accept or reject such operating budget (or portions thereof), taking into consideration the long-term operational value of the proposed changes to the Project relative to the costs reflected in such proposed operating budget. To the extent that amounts relating to any items of a proposed budget are not approved, 110% of the corresponding amounts for the items in the previous Fiscal Year’s Approved Budget will continue as part of the Approved Budget for such year, until a more current amount for such item is approved in accordance with this Section 6.7. The Managing Member may from time to time during the Fiscal Year propose to amend the Approved Budget to decrease expected expenditures, or, subject to Section 6.2(c)(ii), to increase expected expenditures and as so amended, any such amended budget shall be the Approved Budget hereunder.

6.8 Insurance.

(a) The Managing Member shall cause the Company to acquire and maintain (including making changes to coverage and carriers) the casualty, general liability (including product liability), property damage and/or other types of insurance set forth in Schedule 6.8; provided that if any such insurance is not available on commercially reasonable terms, only such insurance shall then be required to be carried pursuant to this Section 6.8 as is then available on commercially reasonable terms; provided, however, that if such insurance subsequently becomes available on commercially reasonable terms the Managing Member shall cause the Company to acquire and maintain the insurance set forth in Schedule 6.8. All notices to the Class A Members

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delivered pursuant to this Section 6.8 shall be delivered or caused to be Made Available to the Person at the address set forth below the signature of the Class A Members attached hereto.

(b) The Managing Member shall cause the Company to deliver or cause to be Made Available to the Members a probable maximum loss analysis as and when required pursuant to Schedule 6.8.

(c) Each Member shall comply with its obligations under the ITC Insurance Policy and the Managing Member shall cause the Company to comply with its obligations under the ITC Insurance Policy, except to the extent that failure to so comply would not materially prejudice the insurer under the ITC Insurance Policy (and, if curable, such failure is not cured reasonably promptly after the Members or Company receives notice thereof); provided, however, that notwithstanding the foregoing covenant nothing in this Agreement shall (i) require any Party to take any action (including granting consent as to any matter with respect to which such Party has a consent or approval right under this Agreement) that would not otherwise be required under this Agreement or (ii) prohibit any Party from taking any action that such Party is otherwise expressly permitted to take under this Agreement. The Managing Member shall not use, and shall not permit the Company to use, the Company’s cash or Assets to pursue any rights or remedies under the ITC Insurance Policy.

(d) In the event that the Class B Member (or any of its Affiliates) elects to develop or acquire any direct or indirect and controlling interest in a solar energy generation facility of over 50 MW within 100 miles of the Project (a “Sponsor Project”), the Managing Member shall cause the Company to deliver or cause to be Made Available to the Members a combined probable maximum loss analysis.

6.9 Post Closing Covenants.

(a) The Managing Member shall deliver to the Company and the Class A Member within one hundred and eighty (180) days following the SC Funding Date, a copy of any an additional date-down Endorsement to the Title Policy removing the general/promulgated mechanic’s lien exception from the Title Policy.

(b) The Managing Member shall deliver to the Company and the Class A Member within ninety (90) days following the SC Funding Date a copy of a final post-construction as-built ALTA Survey for the Project Site showing the actual location of the improvements as constructed on the Project Site, in form and substance reasonably satisfactory to the Class A Member.

ARTICLE VII

RIGHTS AND RESPONSIBILITIES OF MEMBERS

7.1 General.

The rights and responsibilities of the Members shall be as provided in the Delaware Certificate, this Agreement and the Act.

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7.2 Member Voting Rights.

Unless otherwise provided in this Agreement, the Consent of All Members is required to constitute the approval by, or the authorization of, any action by or on behalf of the Company that is expressly required by the terms of this Agreement as requiring a vote, consent, approval or action of or an election by the Members; provided, that, without the prior written approval of each Member adversely affected thereby, no such consent shall (a) modify the limited liability of a Member; (b) other than as expressly set forth herein, require a Member to provide funds to the Company, by loan, contribution or otherwise (or amend any of the conditions to making any loan or contribution); or (c) alter the interest of any Member in Capital Accounts, Company Items or distributions of Available Cash Flow. Other than as may be required pursuant to Section 9.7, no Class A Member (other than the initial Class A Member and its affiliates) shall be permitted to Transfer any Class A Units to a Class B Member or any Affiliate of a Class B Member without the prior written consent of all other Class A Members.

7.3 Member Liability.

(a) To the fullest extent permitted under the Act and any other Applicable Law as currently or hereafter in effect, (i) no Member Party shall have any liability whatsoever, whether to the Company or to its creditors for the debts, obligations, expenses or liabilities of the Company, whether arising in contract, tort or otherwise, which shall be the debts, obligations, expenses and liabilities solely of the Company, and (ii) the Company shall indemnify, defend and hold harmless each Member Party from and against any Claims for or relating to the debts, obligations, expenses or liabilities of the Company, whether arising in contract, tort or otherwise. The foregoing indemnification is limited to the Assets of the Company. In no event shall any Member be liable under this Agreement to another Member for any special, incidental, consequential, punitive, or exemplary damages (including damages for lost opportunity, lost profits or revenues or loss of use of such profits or revenues) incurred by such Member arising from a breach of this Agreement;

(b) A Member shall be liable only to make its Capital Contributions as provided herein and, except to the extent expressly provided in Section 12.3 hereof, shall not be required to restore a deficit balance in its Capital Account. No Member shall be required to make any additional contributions after its Capital Contributions have been made or to lend any funds to the Company. Without limiting the generality of Section 7.3(a), the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not alone be grounds for imposing personal liability on the Members, in their capacity as members of the Company, for liabilities of the Company.

(c) Each of the Members shall be entitled to rely in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is (i) a Member, the Management Services Provider or the O&M Contractor or (ii) any officer or employee of the Company; provided, that any of (i)-(ii) is not an Affiliate of such relying Member, or by any other individual as to matters that such Member reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the Assets, liabilities,

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profits or losses of the Company or any other facts pertinent to the existence and amount of Assets from which distributions to the Members might properly be paid.

(d) Except as otherwise expressly provided in this Agreement, and to the fullest extent permitted by the Act and any other Applicable Law, as currently or hereafter in effect (i) to the extent that, at law or in equity, the Managing Member or a Member (in its capacity as a member of the Company) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement, the Managing Member and such Member, acting under this Agreement shall not be liable to the Company or to any Member or other Person bound by this Agreement for such Managing Member or Member’s good faith reliance on the provisions of this Agreement, and (ii) neither the Managing Member nor any Member shall have liability hereunder for breach of contract or duties (including fiduciary duties) arising out the performance of its duties under this Agreement, so long as (in the case of each of the foregoing clauses (i) and (ii)), (A) in the case of the Managing Member, the Managing Member has acted in accordance with Section 6.2(a) and (B) the Managing Member’s or such Member’s actions (or failure to act) did not constitute willful misconduct, criminal violation of the law, or fraud. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Managing Member or a Member otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Managing Member and such Member.

7.4 Resignation.

Except as otherwise provided in this Agreement, no Member shall be entitled to: (a) voluntarily resign from the Company; (b) withdraw any part of such Member’s Capital Contributions from the Company; (c) demand the return of such Member’s Capital Contributions; or (d) receive property other than cash in return for such Member’s Capital Contribution.

7.5 Member Compensation.

No Member shall receive any interest, compensation or drawing with respect to its Capital Contributions or its Capital Account or for services rendered on behalf of the Company or otherwise in its capacity as a Member, except as otherwise provided in this Agreement.

7.6 Other Ventures.

Notwithstanding any other provision of this Agreement or any duty existing at law or in equity, the Members and their respective Affiliates at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, including other business ventures competitive with, or of the same type and description as, the Company, independently or with others, with no obligation to offer to the Company, any Member or any of their respective Affiliates the right to participate in, or share the results or profits of, those activities (even if those activities may be made possible or more profitable by reason of the Company’s activities). Subject to the generality of the foregoing, the Members recognize and agree that they and their respective Affiliates currently engage in certain activities involving the generation, transmission, distribution, marketing and trading of electricity and other energy products

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(including futures, options, swaps, exchanges of future positions for physical deliveries and commodity trading), as well as other commercial activities related to such products, and that these and other activities by Members and their Affiliates may be made possible or more profitable by reason of the Company’s activities (herein referred to as “Outside Activities”). The Members agree that (A) no Member or Affiliate of a Member shall be restricted in its right to conduct, individually or jointly with others, for its own account any Outside Activities and (B) no Member or its Affiliates shall have any duty or obligation, express or implied, to account to, or to share the results or profits of such Outside Activities with, the Company, any other Member or any Affiliate of any other Member, by reason of such Outside Activities.

7.7 Confidential Information.

(a) Except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under this Agreement, each of the Company and the Members (each of which, for purposes of this Section 7.7, will be considered and be referred to as a Party) will not itself use or intentionally disclose (and will not permit the use or disclosure by any of its Affiliates, any of the officers, directors or employees of it or its Affiliates (collectively, “Representatives”), or any of its, or its Affiliates, advisors, counsel and public accountants (collectively, “Advisors”)), directly or indirectly, any of the terms and conditions of the Major Project Contracts, this Agreement, the other Transaction Documents or other information in respect of the Transaction, including information delivered pursuant to the terms hereof (“Confidential Information”); provided, that (i) any such Party and its Affiliates, Representatives and Advisors may use and disclose Confidential Information to such Party’s Affiliates, Representatives, Advisors, leverage providers, investors and potential investors and to any other Party and its Affiliates, Representatives and Advisors provided such use or disclosure is in connection with its administration of its interest in the transactions contemplated hereby, (ii) 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 7.7), (B) has rightfully come into the possession of such Party or any of its Affiliates, Representatives or Advisors other than from another Party hereto or a Person acting on such other Party’s behalf, or (C) has been independently developed by such Party or any of its Affiliates, Representatives or Advisors without use of information obtained under this Agreement, (iii) 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 pursuant to any Governmental Authority having jurisdiction over such Party, any stock exchange on which such Party’s or its Affiliates’ Securities are traded or any self-regulatory body having jurisdiction over such Party (including, to the extent applicable, the Financial Industry Regulatory Authority, Inc.), such Party and its Representatives, Advisors and Affiliates may disclose Confidential Information as so required or requested; provided, that in such case such Party shall, unless otherwise prohibited by Applicable Law, (1) give prompt notice, if permitted by law, to the 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, further, that no such notification shall be required in respect of any disclosure to bank, energy regulatory, insurance or financial industry regulatory authorities having jurisdiction over such Party, (iv) disclosures to lenders, potential lenders or other

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Persons providing financing to the Company, any Member or any Affiliate of any Party or to its Representatives and Advisors, potential purchasers of equity interests in the Company or of ITCs from the Company, any Member or any Affiliate of any Party, investors or potential investors in any indirect owners of Membership Interests or the affiliates of such indirect owners, or any Person to which such Member sells or offers to sell its investment in the Company or any portion thereof, is permitted if, in each case described in this clause (iv), such Persons have agreed to abide by the terms of this Section 7.7 or 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 7.7 (or in the case of Advisors, are otherwise bound by professional or legal obligations of confidentiality), (v) any such Party and its Affiliates, Representatives and Advisors may disclose Confidential Information, and make such filings, as may be required by or recommended pursuant to this Agreement, (vi) any such Party which is an insurance company or an Affiliate thereof may disclose such information to the Financial Industry Regulatory Authority, Inc. and any rating agency requiring access to its portfolio, (vii) the Managing Member and its Affiliates, Representatives and Advisors may disclose Confidential Information relating to the Project to lenders, potential lenders or other Persons providing financing to any Person developing or proposing to develop additional solar projects and potential purchasers of equity interests in such Person or potential power from such Persons and potential purchasers of ITCs from the Company, or to any Person in connection with the operation of the Project, if, in each case described in this clause (vii), such Persons have agreed to abide by the terms of this Section 7.7 or have otherwise entered into a Contract with restrictions on disclosure substantially the same (and for not less than one year in duration) as the terms of this Section 7.7 (or in the case of Advisors, are otherwise bound by professional or legal obligations of confidentiality), and (viii) any such Party may disclose Confidential Information to the IRS or any state taxing authority in connection with any communication regarding the tax consequences of the Project, the Company’s ownership of the Project Company, the Project Company’s ownership and operation of the Project or such Party’s ownership of a Membership Interest in the Company.

(b) The foregoing obligations shall not apply to the tax treatment or tax structure of the transactions contemplated hereby and each party hereto (and any employee, representative, or agent of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and all other materials of any kind (including opinions or other tax analysis) that are provided to any party hereto relating to such tax treatment and tax structure (all such information that may be disclosed being the “Tax Information”). However, any such Tax Information is required to be kept confidential to the extent necessary to comply with any Applicable Law. The preceding sentences are intended to cause the transactions contemplated hereby not to be treated as having been offered under conditions of confidentiality for purposes of Regulations Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) and shall be construed in a manner consistent with such purpose. For purposes of this provision, the Tax Information includes only those facts that may be relevant to understanding the purported or claimed U.S. federal income tax treatment or tax structure of the transactions contemplated hereby and, to eliminate any doubt, therefore specifically does not include information that either reveals or standing alone or in the aggregate with other information so disclosed tends of itself to reveal or allow the recipient of the information to ascertain the identity of the Managing Member, the Company or any Member or member of the Managing

LLC AGREEMENT (PRAIRIE BX LLC)

Member (or potential member), or any other Third Parties involved in any of the transactions contemplated hereby or any other potential transactions with any of the foregoing.

(c) The Members agree that no adequate remedy at law exists for a breach or threatened breach of any of the provisions of this Section 7.7, the continuation of which unremedied will cause the Company and the other Members to suffer irreparable harm. Accordingly, the Members agree that the Company and the other Members shall be entitled, in addition to other remedies that may be available to them, to seek immediate injunctive relief from any breach of any of the provisions of this Section 7.7 and to seek specific performance of their rights hereunder.

(d) Without limiting the foregoing provisions of this Section 7.7, no Member shall issue a press release disclosing the name of any Member (or any Affiliate of any Member) as it relates to such other Member’s participation in the transactions contemplated hereby without the prior written consent of such other Member.

7.8 Company Property.

All property owned by the Company, whether real or personal, tangible or intangible and wherever located, shall be deemed to be owned by the Company, and no Member, individually, shall have any ownership of such property.

7.9 Retirement, Resignation, Expulsion, Incompetency, Bankruptcy or Dissolution of a Member.

The retirement, resignation, expulsion, Bankruptcy or dissolution of a Member shall not, in and of itself, dissolve the Company. The successors in interest to the Member that is Bankrupt shall, for the purpose of settling the estate, have all of the rights of such Member, including the same rights and subject to the same limitations that such Member would have had under the provisions of this Agreement to Transfer its Membership Interest. A successor in interest to a Member shall not become a substituted Member except as provided in this Agreement.

ARTICLE VIII

ADMINISTRATIVE AND TAX MATTERS

8.1 Intent for Income Tax Purposes.

The Members intend that the Company be treated as a partnership for federal, state and local income tax purposes and operated in a manner consistent with such treatment.

8.2 Books and Records; Bank Accounts.

(a) The Company’s books of account shall be prepared and maintained in accordance with GAAP for the type of business of the Company. The Managing Member shall cause to be kept, at the principal place of business of the Company, full, proper, complete and accurate ledgers and other books of account and records of all receipts and disbursements and other

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financial activities of the Company in accordance with prudent business practices and as required by Applicable Law, including the following documents:

(i) a copy of the Delaware Certificate and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any such certificate has been executed;

(ii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six (6) most recent Taxable Years or, if later, until the statute of limitations expires on any IRS, state, or local tax audit of such returns or reports of the Company;

(iii) digital or hard copies of the Major Project Contracts, the Purchase Agreement, the Tax Credit Transfer Agreement(s), this Agreement, any financing documents to which the Company or the Project Company is a party, all ancillary documents, agreement and instruments delivered in connection hereto and thereto and all amendments hereto or thereto;

(iv) copies of the organizational documents of the Company;

(v) financial statements, including a balance sheet, statement of income (or loss) and statement of cash flows, of the Company for, to the extent applicable, each of the three (3) most recent Fiscal Years, including quarterly and monthly internal financial statements of the Company;

(vi) the Company’s books and records for at least the current and, to the extent applicable, the past ten (10) Fiscal Years;

(vii) copies of any reports delivered to the Company or the Project Company under the Major Project Contracts or the Transaction Documents;

(viii) copies of all plans, specifications, system operation data, and Permits related to the Project; and

(ix) documents, reports, records, and other information reasonably sufficient to substantiate the Tax Benefits (it being understood this clause (ix) pertains to any documents, reports, records and other information that a prudent taxpayer, would reasonably be expected to retain to use in an administrative or judicial contest regarding any of the Tax Benefits). The Managing Member shall cause such documents, reports, records, and other information to be kept and maintained for six (6) Taxable Years after the date of the last return of the Company in which Tax Benefits are claimed or, if later, until the statute of limitations expires on any IRS, state, or local tax audit of such returns or reports of the Company.

(b) Funds of the Company shall be deposited in a nationally recognized banking association, and withdrawals from any such bank shall be made, as determined by the Managing

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Member. All monies in bank accounts shall be retained in cash or invested in Permitted Investments.

8.3 Information Rights.

(a) Each Member and, subject to the requirements of Section 7.7, its respective agents, will have the right, at its sole risk and expense and upon reasonable prior notice to the Managing Member, to inspect the Company’s Assets and to audit, examine and make copies of all relevant documents, books and records of the Company once in a twelve (12)-month period. Any such inspection will be conducted during normal business hours and so as not to unreasonably interfere with the business of the Company and the Managing Member.

(b) Each Member and, subject to the requirements of Section 7.7, its respective agents, will have the right, upon reasonable prior notice to the Managing Member, to cause the Company to cause the Project Company to exercise any access or inspection rights of the Project Company under the Major Project Contracts, in each case in accordance with the terms thereof.

(c) Subject to the requirements of Section 7.7, the rights of each Member set forth in Sections 8.3(a) and (b) may be exercised through any agent or employee of such Member designated in writing by it or by an independent public accountant, engineer, attorney or other consultant so designated.

8.4 Reports.

The Managing Member shall, at the Company’s expense, deliver, or cause to be Made Available, to each Member, the following reports, information and consolidated financial statements for the Company and its consolidated subsidiaries, at the times indicated below:

(a) Annually, within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated financial statements of each of the Company and Guarantor for the Fiscal Year then ended (including a balance sheet, statement of income (or loss), statement of cash flows and statement of changes in Member’s capital schedule) all in reasonable detail and fairly presenting the consolidated financial position of the Company and Guarantor, respectively, as of the end of such Fiscal Year, prepared on a GAAP basis, and prepared by the Certified Public Accountant. For the avoidance of doubt, so long as the Certified Public Accountant prepares and submits all final versions of such financial statements, the Managing Member may use its reasonable discretion in selecting Persons other than the Certified Public Accountant to perform technical and other accounting services for the Company, and the use of such Persons shall not require the Consent of All Members;

(b) The Tracking Model prepared pursuant to Section 10.1;

(c) Annually, by no later than April 30 of each Fiscal Year, a draft Schedule K-1 for such Member for the prior tax year;

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(d) Quarterly within sixty (60) days after the end of each Fiscal Quarter other than the fourth Fiscal Quarter, unaudited quarterly consolidated financial statements of the Company (and Guarantor, to the extent such statements are not publicly available and the Guaranty remains outstanding) for the Fiscal Quarter then ended (including a balance sheet, statement of income (or loss), statement of cash flows and statement of changes in Member’s capital schedule) all in reasonable detail and fairly presenting the consolidated financial position of the Company as of the end of such Fiscal Quarter, prepared on a GAAP basis, subject to lack of footnotes and normal year-end adjustment;

(e) Promptly upon becoming aware of any such event or circumstance, notice of (i) any litigation pending or threatened in writing against any Class B Member, any Class A Member, the Company, the Seller, the O&M Contractor or related to the Project, (ii) any default event of default under any Major Project Contract or a material violation of any Permit, (iii) any default or event of default under any Transaction Document, (iv) any material violations of Applicable Law related to the Company, the Project Company or the Project, (v) any communications related to the Project with any Governmental Authority outside the Ordinary Course of Business, (vi) any circumstance that could cause the recapture of any portion of the ITC with respect to the Project (which such notice contemplated by this clause (vi) shall also be provided in writing to the Partnership Representative and the Certified Public Accountants retained to prepare the Company’s United States federal income tax returns) and (vii) any claim of force majeure under any Major Project Contract;

(f) Promptly following any request therefor, such other reports and information in the possession of the Managing Member as reasonably requested by the Members and such other reports reasonably requested by and paid for by the requesting Member to the extent external costs are incurred with respect to the preparation of such reports;

(g) Upon request by a Member, current certificates of insurance for policies of fire, liabilities, workers’ compensation and other forms of insurance owned or held by or on behalf of the Company, including any renewals thereto, and promptly following receipt, any notices of nonpayment of premium, nonrenewal or cancellation;

(h) Promptly following receipt thereof, copies of any material reports delivered to the Company or the Project Company under or pursuant to the Major Project Contracts;

(i) Within thirty (30) days after the end of each calendar month, a report for the prior month in the form of Exhibit F-1;

(j) On each Distribution Date, a report for the period since the prior Distribution Date in the form of Exhibit F-2; and

(k) Promptly upon execution thereof, a copy of: (i) any amendment, modification, waiver or termination of any Major Project Contract, including any change orders; (ii) any new, or substitution or replacement of a Major Project Contract; (iii) any new Contract between the Company or the Project Company, on the one hand, and an Affiliate of Guarantor, on the other hand, and any amendment or modification of any such Contract that has already been

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entered into; and (iv) any Major Project Contract that has been executed and has not been previously delivered to the Members.

8.5 Permitted Investments.

All cash of the Company may only be invested and reinvested in Permitted Investments. The following investment alternatives shall constitute “Permitted Investments”:

(a) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America;

(b) interest-bearing demand or time deposits (including certificates of deposit) which are either (i) insured by the Federal Deposit Insurance Corporation, or (ii) held in banks and savings and loan associations, having general obligations rated at least “A-” by S&P, “A3” by Moody’s or equivalent, or if not so rated, secured at all times, in the manner and to the extent provided by Applicable Law, by collateral security described in clause (a) above or this clause (b), of a market value of no less than the amount of moneys so invested;

(c) obligations of any state of the United States or any agency or instrumentality of any of the foregoing which are rated at least “AA” by S&P or at least “Aa” by Moody’s;

(d) commercial paper rated (on the date of acquisition thereof) at least “A-1” or “P-1” or equivalent by S&P or Moody’s, respectively (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), maturing not more than ninety (90) days from the date of creation thereof but excluding any such commercial paper issued by any Member or any Affiliate of the Managing Member; or

(e) any other investments agreed to by Consent of All Members and agreement of the Managing Member.

8.6 Tax Elections.

The Managing Member shall make the following federal income tax elections on the appropriate Company tax returns:

(a) to the extent permitted under Section 706 of the Code, to elect the calendar year as the Company’s Taxable Year;

(b) to elect the accrual method of accounting;

(c) to elect to amortize any organizational and start-up expenses of the Company ratably over a period of one hundred eighty (180) months as permitted by Section 709(b) of the Code;

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(d) to elect out, as permissible under Section 168(k)(7) of the Code, of any special depreciation allowance for qualified property under Section 168(k)(1) of the Code (commonly referred to as “bonus depreciation”); provided, further, that upon request of any transferee Member and to the extent permitted by Applicable Law, the Company shall not elect out of “bonus depreciation” with respect to any increase in basis attributable to such Member under Section 743(b) of the Code;

(e) to elect to transfer the ITC pursuant to Section 6418 of the Code and any guidance issued thereunder;

(f) to make an election under Section 754 of the Code; provided, that if, notwithstanding this initial election, a valid election to adjust the basis of the Company’s properties under Section 754 of the Code is not in effect and a transfer of Membership Interest as described in Section 743 of the Code occurs or a distribution of the Company’s property as described in Section 734 of the Code occurs, the Company shall make an election under Section 754 of the Code; and

(g) at the direction of the Class A Member, to elect to claim an interest expense deduction exemption under Section 163(j) of the Code.

The Managing Member shall make no other tax elections for the Company or the Project Company or permit the Company or the Project Company to claim any federal tax credits other than the ITCs, except as otherwise provided herein, without the written Consent of All Members, such consent not to be unreasonably withheld. The Managing Member may elect to extend the time for filing any Company tax return as provided for under the Code and applicable state statutes. Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of state Applicable Law. No Member, Managing Member, officer or agent of the Company is authorized to, or may, file IRS Form 8832 (or such alternative or successor form) to elect to have the Company or the Project Company classified as an association taxable as a corporation for federal income tax purposes under Regulations Section 301.7701-3. The Managing Member shall, in addition, affirmatively take such reasonable action within its control as may be necessary or required to maintain the status of the Company as a partnership for federal, state and local income tax purposes and the Project Company as an entity disregarded as separate from the Company for federal, state and local income tax purposes.

8.7 Partnership Representative and Company Tax Filings.

(a) The Class B Member shall be, and so long as it continues to be a Class B Member, shall continue to be, the “partnership representative” of the Company within the meaning of Section 6223 of the Code (the “Partnership Representative”); provided, however, the Class A Members may remove such Class B Member as the Partnership Representative (i) for fraud, gross negligence or willful misconduct or (ii) if it is removed as the Managing Member or deemed to have been removed in accordance with Section 6.3, as the result of fraud, gross negligence, willful misappropriation of funds, willful misconduct or bankruptcy. The Partnership Representative shall designate an individual to act as the “designated individual” within the meaning of Regulations

LLC AGREEMENT (PRAIRIE BX LLC)

Section § 301.6223-1(b)(3)(ii). In the event of any pending tax action, investigation, claim or controversy involving the Company which proposes an adjustment to any item reported on a federal income tax return of a Member, the Partnership Representative, shall keep the other Members fully and timely informed by written notice of any audit, administrative or judicial proceedings, meetings or conferences with the IRS or other similar matters that come to its attention in its capacity as Partnership Representative. Furthermore, the Members shall have the right to review and comment on any submissions to the IRS, which comments shall be considered by the Partnership Representative in good faith, and attend and jointly participate in any meetings or conferences with the IRS at their own expense.

(b) For any issue or matter relating to the period prior to the Flip Date, (i) the Partnership Representative shall not take any action contemplated by Sections 6221 through 6235 of the Code unless the Partnership Representative has first given the Members timely written notice of the contemplated action and (ii) without the consent of the Members, the Partnership Representative shall not (a) commence a judicial action (including filing a petition as contemplated in Section 6234 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (b) file any request contemplated in Section 6227 of the Code;(c) enter into an agreement extending the period of limitations as contemplated in Section 6235(b) of the Code; or (d) take or not take any action in respect of an audit, contest or other tax matter or proceeding, the taking or omission of which, respectively, materially affects any tax item reported to a Member on a Schedule K-1 and/or reported on any federal income tax return of a Member or in any manner delay the expected timing of the Class A Members’ achieving any of the return criteria set forth in the Base Case Model. Any cost or expense incurred by the Partnership Representative in connection with its duties, including, if relevant, the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(i) Preparation of Tax Returns. The Partnership Representative shall prepare, or cause to be prepared by the Certified Public Accountant, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Partnership Representative all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed.

(ii) Furnishing Returns. The Partnership Representative shall furnish, or cause to be Made Available, to the Members, (A) by no later than the earlier of (x) thirty (30) days prior to filing and (y) May 31st of each Taxable Year, a draft of the Tax Return proposed to be filed by the Company and (B) by no later than February 15th of each Taxable Year, an annual estimate regarding Schedule K-1 with state source income.

(iii) Costs of Preparation. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the Certified Public Accountant.

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(d) Tax Audits.

(i) For any Final Partnership Adjustment Notice that includes one or more Imputed Underpayments, without limiting any rights of the Class A Members set forth in this Agreement to otherwise contest or participate in the contest of a Partnership Adjustment, which may result in a Class A Imputed Underpayment and/or a Flip Imputed Underpayment, the Partnership Representative may timely cause the Company to elect application of Section 6226 the Code (a “Section 6226 Election”) in respect of all such Imputed Underpayments and timely furnish to each Member of the Company for the reviewed year and to the U.S. Department of the Treasury a statement of each Member’s share of any adjustment to income, gain, loss, deduction, or credit (as determined in the notice of final partnership adjustment); provided, that the Partnership Representative may not cause the Company to make the Section 6226 Election in respect of such an Imputed Underpayment without the prior written consent of the Class A Members; provided, further, a Class A Member shall only have such consent right if (A) the Member responsible for the associated Imputed Underpayment agrees to make a Capital Contribution in the full amount of the Imputed Underpayment (and any associated penalties, interest and additions to tax) and (B) the Back-Leverage Collateral Agent, acting reasonably, is satisfied with such Member’s credit (taking into account any credit support offered at the time); provided, further, that any Section 6226 Election shall not otherwise limit any rights of the Class A Members set forth in this Agreement to contest or participate in the contest of a Partnership Adjustment. Any Member directing the Partnership Representative to make a Section 6226 Election with respect to a Flip Imputed Underpayment pursuant to this Section 8.7(d)(i) shall pay to the non-directing Members, on an After-Tax Basis, such Members’ incremental interest liability in excess of the underpayment rate under Section 6621(a)(2) of the Code that results from the application of Section 6226(c)(2)(C) of the Code to such Flip Imputed Underpayment, which payment shall be made promptly after such interest is finally determined. For the avoidance of doubt, to the extent that the Class B Members are required to otherwise indemnify the Class A Members for any Class B Imputed Underpayment, such indemnity shall include any incremental interest liability in excess of the underpayment rate under Section 6621(a)(2) of the Code that results from the application of Section 6226(c)(2)(C) of the Code to such Class B Imputed Underpayment.

(ii) For any Final Partnership Adjustment Notice with respect to which a Class B Imputed Underpayment may be determined, without limiting any rights of the Class A Members set forth in this Agreement to otherwise contest or participate in any contest of a Partnership Adjustment, the Partnership Representative shall cause the Company to make a Section 6226 Election and timely furnish to each Member of the Company for the reviewed year and to the U.S. Department of the Treasury a statement of each Member’s share of any adjustment to income, gain, loss, deduction, or credit (as determined in the Final Partnership Adjustment Notice).

(iii) Prior to a Final Partnership Adjustment Determination, the Partnership Representative may, with the written consent of the Members, allocate the

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Imputed Underpayment among a Class B Imputed Underpayment, Class A Imputed Underpayment or Flip Imputed Underpayment (the occurrence of such allocation or a Final Partnership Adjustment Determination being an “Imputed Underpayment Final Determination”). If any Member disputes the extent to which an Imputed Underpayment Final Determination based upon a Final Partnership Adjustment Determination is characterized as a Class B Imputed Underpayment, Class A Imputed Underpayment and/or Flip Imputed Underpayment, such dispute shall be settled in accordance with the dispute resolution mechanism set forth in Section 10.3(b).

(e) [Reserved.]

(f) Survival. The provisions of this Section 8.7 will survive the termination of the Company or the termination or transfer of any Member’s interest in the Company and will remain binding on the Member for the period of time necessary to resolve with the IRS or other federal tax agency any and all federal income tax matters relating to the Company that are subject to Sections 6221 through 6235 of the Code.

8.8 Financial Accounting.

Each Member may report the transactions contemplated hereby for financial accounting purposes in such manner as the Member and its accountants may determine appropriate.

8.9 Legend.

(a) Unless or until (i) the Membership Interests in the Company are effectively registered under the Securities Act, or (ii) the holder of thereof delivers to the Company a written opinion of counsel of such holder to the effect that such legend is no longer necessary under the Securities Act, the Company will cause each certificate representing the Membership Interests to be stamped or otherwise imprinted with the following legend:

THE LIMITED LIABILITY COMPANY INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. SUCH INTEREST MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS SUBSEQUENTLY SO REGISTERED OR QUALIFIED OR UNLESS SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. FURTHER, SUCH INTEREST IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AGREEMENT REFERRED TO BELOW, A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

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(b) The Company will also cause each certificate representing the Membership Interests to be stamped or otherwise imprinted with the following legend:

THE LIMITED LIABILITY COMPANY INTEREST AND UNITS REPRESENTED BY THIS CERTIFICATE ARE, AND SHALL BE, FOR ALL PURPOSES, “SECURITIES” UNDER AND GOVERNED BY ARTICLE 8 (INCLUDING SECTION 8-103(c) THEREOF) AND ALL OTHER PROVISIONS OF THE UNIFORM COMMERCIAL CODE IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE.

8.10 Representations, Warranties and Covenants of the Class B Member.

(a) Representations and Warranties of the Class B Member. Each Class B Member represents and warrants to the Class A Members (x) on each of the Execution Date, the MC Funding Date and the SC Funding Date and (y) with respect to any other Persons hereafter admitted as a Class B Member pursuant to this Agreement, the date such Person is so admitted as a Class B Member, provided that any representation and warranty set forth in this Section 8.10(a) that is expressly stated to be made only as of a specified date shall be made solely as of such specified date, that:

(i) It is an entity duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization. It is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary.

(ii) It has the full right, power and authority to (i) own or hold its interest in the Company, (ii) carry on its business as now being conducted and as proposed to be conducted by it under this Agreement and (iii) execute and deliver this Agreement and perform its obligations under this Agreement and each other agreement or instrument contemplated hereby to which it is a party. All consents, approvals and filings then required to be obtained or made by it to execute, deliver and perform this Agreement have been obtained or made and are in full force and effect.

(iii) This Agreement is a legal valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general equitable principles.

(iv) The authorization, execution, delivery, and performance of this Agreement does not (i) conflict with, or result in a breach, default or violation of, (A) its organizational documents, (B) any contract or agreement to which it is a party or is otherwise subject, or (C) any Applicable Law, order, judgment, decree, writ, injunction or arbitral award to which it is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied.

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(v) All consents, approvals and filings required to be obtained or made by any Class B Member to execute, deliver and perform the Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

(vi) It has such sophistication, knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of entering into the Transaction. It is acquiring its Membership Interest for its own account and not as a nominee or agent. It understands its Membership Interest has not been, and will not be, registered under the Securities Act and is being acquired in a transaction not involving a public offering pursuant to an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of each Member’s investment intent and the accuracy of the Members’ respective representations as expressed herein. It understands that no public market now exists for the Membership Interests or any of the securities of the Company and that neither the Company nor any Member or Affiliate thereof has made any assurances that a public market will ever exist for the Membership Interests or the Company’s securities.

(vii) It has discussed the Transaction and the accounting and tax treatment that it intends to accord the Transaction with its independent advisors, it is solely responsible for deciding to enter into the Transaction and has not relied on any other party (save for any representations made in this Agreement), other than its independent advisors, in respect of the accounting or tax treatment to be applied to the Transaction, or the overall suitability of the Transaction. It is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act, and is able to bear the economic risk of losing its entire investment in the Company.

(viii) Either (i) no part of the aggregate Capital Contributions made by such Member and used by such Member to acquire any Units, constitutes Assets of any “employee benefit plan” within the meaning of Section 3(3) of ERISA, or other “benefit plan investor” (as defined in U.S. Department of Labor Reg. §§ 2510.3 101 et seq. or in Section 3(42) of ERISA) or Assets allocated to any insurance company separate account or general account in which any such employee benefit plan or benefit plan investor (or related trust) has any interest or (ii) the source of the funding used to pay the Capital Contributions made by such Member is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption 95 60, issued July 12, 1995, and there is no employee benefit plan, treating as a single plan all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all Contracts held by or on behalf of such plan exceeds ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners “Annual Statement” filed with such Member’s state of domicile.

(ix) It is a “United States person” as defined in Section 7701(a)(30) of the Code and is not subject to withholding under Section 1446 of the Code.

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(x) Neither it, nor any Person that has a direct or indirect ownership interest in it, is a Disqualified Entity or a Disqualified Person.

(xi) It is not related to any offtaker or purchaser of energy from the Project within the meaning of Sections 267(b) and 707(b)(1) of the Code.

(xii) No federal tax credit has been claimed by it with respect to any property that is part of the Project other than as contemplated by this Agreement.

(xiii) It is not subject to regulation by a state public utility regulatory authority with respect to its rates or finances in any state in which it owns, leases, installs, maintains or operates the Project.

(xiv) It has provided to the Class A Members the documentation and other information reasonably requested by the Class A Members in connection with applicable “know your customer” rules and other applicable Anti-Terrorism and Money Laundering Laws and Regulations, including the USA PATRIOT Act.

(xv) Neither the Company nor the Project Company is an “investment company” within the meaning of the Investment Company Act of 1940. The preceding representation regarding the Company and the Project Company is not based on the exception under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.

(xvi) As of the date on which the ITC Insurance Policy was first issued, the statements in the nature of representations or warranties with respect to the Project, the Project Company, the Class B Member, the Sponsor or its Affiliates made by any such Person therein, or in any representations letter delivered in connection therewith, were true and correct in all material respects, and such statements continue to be true and correct in all material respects as of each other date on which such statements are required to be true and correct pursuant to the ITC Insurance Policy.

(xvii) As of each date on which representations and warranties are made or brought down under any Tax Credit Transfer Agreement, (i) the representations and warranties of the Company, the Class B Member and any Affiliates of the Class B Member made therein are true and correct and (ii) the sale of ITCs pursuant to such Tax Credit Transfer Agreement shall not result in any imposition of state or local Tax on the Company.

(xviii) It has no Subsidiaries or other Equity Interests other than those in the Company and, from and after the date on which the Company acquires the Project Company pursuant to the Purchase Agreement, the Project Company.

(xix) None of it nor any of its Subsidiaries or any of their respective directors, officers or, to its knowledge, employees, agents or Affiliates: (i) is a Sanctioned Person or (ii) has engaged in the past five (5) years or intends to engage in the future in any dealings with, involving or for the benefit of any Sanctioned Person, in violation of

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applicable Economic Sanctions Laws and Regulations that are applicable to the Project, the Project Company, and the Company.

(xx) None of it nor any of its Subsidiaries or any of their respective directors, officers or, to its knowledge, employees, agents or Affiliates are or have been, in the past five (5) years, 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 applicable Anti-Terrorism and Money Laundering Laws and Regulations.

(xxi) It is not Bankrupt.

(xxii) Neither the tax status of it nor any of its direct or indirect owners will cause any portion of the Project to be subject to the alternative depreciation system under Section 168(g) of the Code.

(b) Covenants of the Class B Member. Each Class B Member covenants to the Company and Class A Members that:

(i) It will report the Transaction in accordance with this Agreement and its own applicable regulatory requirements, including the accounting and tax treatment to be accorded to the Transaction.

(ii) It will, and it will cause its Affiliates to, report in all federal, state and local tax returns, tax documents and tax filings that the amount realized on the sale of the Project to the Company is the purchase price paid by the Company for the Project pursuant to the Purchase Agreement.

(iii) Promptly following any written request therefor, it will provide all information and documentation reasonably requested by the Class A Members for purposes of compliance with applicable “know your customer” requirements under applicable “know your customer” rules and other Anti-Terrorism and Money Laundering Laws and Regulations, including the USA PATRIOT Act.

(iv) It shall not permit the Company or the Project Company to become an “investment company” within the meaning of the Investment Company Act of 1940. The preceding covenant regarding the Company and the Project Company is not based on the exception under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.

(v) It will promptly notify the Class A Members in the event that it or any of its Subsidiaries or any of its or their respective directors, officers or, to its knowledge, employees, agents or Affiliates become 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

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and Regulations, applicable Anti-Bribery and Anti-Corruption Laws and Regulations or applicable Anti-Terrorism and Money Laundering Laws and Regulations.

(vi) Neither the tax status of it nor any of its direct or indirect owners will cause any portion of the Project to be subject to the alternative depreciation system under Section 168(g) of the Code.

(vii) It shall cause the statements set forth in Sections 8.10(a)(vii), (xix), (xx) and (xxi) to be and remain true and correct at all times that such Person is a Class B Member.

(viii) It shall cause the statements set forth in Sections 8.10(a)(ix), (x), (xi), (xii) and (xvii) to be and remain true and correct at all times during the Recapture Period but without regard to any change in law after the Execution Date.

8.11 Representations, Warranties and Covenants of the Sponsor Member About the Company, Project Company and Project.

(a) Representations of the Sponsor Member. The Sponsor Member represents and warrants to the Class A Members as of the Execution Date, the MC Funding Date and the SC Funding Date as set forth in this Section 8.11(a), provided that any representation and warranty set forth in this Section 8.11(a) that is expressly stated to be made only as of a specified date shall be made solely as of such specified date, that:

(i) Organization and Good Standing. The Company, the Project Company, the Seller and the Guarantor each is a limited liability company, duly formed, validly existing and in good standing under the laws of its state of formation or organization and has all requisite power and authority to own, lease and 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, as currently being conducted, shall require it to be so qualified. The Project Company is duly qualified to do business and is in good standing (or its equivalent) under the laws of the state in which its Project is located.

(ii) Authorization and Execution. The Company, the Project Company, the Seller and the Guarantor each has full power and authority to (i) carry on its business as now being conducted and as proposed to be conducted by it under this Agreement and (ii) execute and deliver, and perform its obligations under, this Agreement, the other Transaction Documents and the Major Project Contracts to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company, the Project Company, the Seller or the Guarantor of this Agreement, the other Transaction Documents and the Major Project Contracts to which it is a party and the consummation by such Person of the 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 Transaction Documents and the Major Project

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Contracts have been duly and validly executed and delivered by each such Person, as applicable.

(iii) No Violation. The execution and delivery by the Company, the Project Company, the Seller or the Guarantor of the Transaction Documents to which it is a party do not, and the performance by each 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 Authority having jurisdiction over such Person, (ii) conflict with or cause a breach or violation of 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 Company, any other contract or agreement to which the Company is a party or is otherwise subject, or (iv) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied.

(iv) No Consent. All consents, approvals and filings required to be obtained or made by the Company, the Project Company, the Seller or the Guarantor to execute, deliver and perform the Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

(v) Legal Proceedings. There are no pending or threatened in writing, 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, by or against or otherwise affecting any of the Company, the Project Company, the Seller, the Guarantor or the Project, in each case, which (A) questions the enforceability or validity of the Transaction Documents, (B) would reasonably be expected to impede the ability of such Person to consummate the transactions contemplated by the Transaction 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.

(vi) Transaction Documents. Each of the Transaction Documents constitutes the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). None of the Company, the Project Company, the Seller and the Guarantor nor, to the Knowledge of Class B Members, any other party to a

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Transaction Document other than the Class A Members and any Affiliate of the Class A Members, 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 Class B Members, 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.

(vii) Major Project Contracts.

(A) Each of the Major Project Contracts is in full force and effect and is enforceable against the Project Company and the counterparty thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Other than any completion delays under any Major Project Contract (written notice of which delays has been provided to the Class A Members) that do not permit termination of such Major Project Contract by the counterparty thereto, neither the Project Company nor, to the Knowledge of Class B Members, 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 the Class B Members, no event or circumstance has occurred that would, with the giving of notice and/or the lapse of time, result in a material breach or default of any obligations of such party or an event of force majeure thereunder.

(B) There are no services, materials or rights required for the construction, operation or maintenance of the Project in accordance with the Transaction Documents and 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.

(C) The Project Company is not liable for any Indebtedness, other than, solely prior to the SC Funding Date, Construction Indebtedness. As of the SC Funding Date, any Construction Indebtedness has been repaid in full or converted to term debt prior to the SC Funding Date, or is being fully repaid or converted to term debt concurrently with the SC Funding 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 being released in full. As of the MC Funding Date, there are no credit support obligations, including letters of credit, cash collateral, guarantees or similar obligations, to which the Project Company or the Project is subject, or which have been issued for its benefit, other than credit support obligations issued pursuant to a Major Project Contract or Permit, the true, correct and complete copies of which

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credit support instruments were Made Available to the Class A Members prior to such date.

(D) Except for the Transaction Documents and 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.

(E) On or before the Execution Date, a true, correct and complete copy of each Major Project Contract has been provided to the Investor.

(F) The Company is not a party to any Contracts other than (1) the Transaction Documents being executed by the Company contemporaneously with the Execution Date (2) loan documents executed in connection with the Construction Loan Agreements, (3) from and after the MC Funding Date, the operating agreement of the Project Company, (4) Contracts with third party consultants in connection with certain reports and related items contemplated to be delivered under the Transaction Documents and (5) immaterial Contracts that are entered into after the Execution Date in compliance with this Agreement. The Company has no debts or other liabilities (including contingent liabilities) other than those described in clauses (1) through (4) above or any loan made by a Member to the Company pursuant to Section 3.5.

(viii) Compliance with Applicable Laws. Each of the Project Company and the Company is in compliance in all material respects with all Applicable Laws (excluding Tax laws that are addressed separately herein), and, from the date of formation of the Company, the Company’s business 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 Trade Controls Laws and Regulations, applicable Anti-Bribery and 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 the Sponsor Member’s Knowledge, employees, agents or Affiliates (A) are Sanctioned Persons or (B) in connection with the Project, are or have been, in the past five (5) years, 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 applicable Anti-Terrorism and Money Laundering Laws and Regulations.

(ix) Certain Representations as to the Company.

(A) The Company is not subject to regulation by a state public utility regulatory authority with respect to its rates or finances in any state in which it owns, leases, installs, maintains or operates the Project.

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(B) The Company was formed in 2025 and, as of the Execution Date, has not yet filed or been required to file any tax return.

(C) No election has been made with the IRS to treat the Company as an association taxable as a corporation for federal income tax purposes.

(D) The unaudited balance sheet of the Company delivered to the Investor in connection with the execution of this Agreement was prepared in good faith and presents fairly in all material respects the financial position of the Company as of the date thereof.

(E) Immediately prior to the execution and delivery of this Agreement, (i) Sponsor Member was the only member of the Company and there have never been any other members of the Company and (ii) the Company has no Subsidiaries and never had any Subsidiaries. As of the Execution Date, (A) there are no outstanding Equity Interests with respect to the Company other than the Class A Interests and the Class B Interests and (B) there are no outstanding obligations of the Company to repurchase, redeem, or otherwise acquire any membership or other equity interests in the Company or to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Company. As of the Execution Date, the Company is authorized to issue and has issued only Class A Interests and Class B Interests and is not authorized to issue and has not issued any other class of membership interest. The Class A Units are validly issued and duly authorized and the Investor holds all of the issued and outstanding Class A Units free and clear of all Encumbrances other than Encumbrances created by or through the Investor and Encumbrances created by restrictions on Transfers of Class A Units under this Agreement. The Class B Units are validly issued and duly authorized and the Sponsor Member holds all of the issued and outstanding Class B Units free and clear of all Encumbrances other than Encumbrances created by or through the Sponsor Member and Encumbrances created by restrictions on Transfers of Class B Units under this Agreement and the Back-Leverage Loan Documents.

(x) Information. The written information (other than projections and forward looking information) (i) furnished by any Sponsor Party or its Affiliates to the Class A Members and their consultants, advisors and attorneys in connection with the Project or the transactions contemplated by the Transaction Documents, including information Made Available in the Data Room, and (ii) furnished by any Sponsor Party or its Affiliates to the Consultants in connection with the respective reports prepared by each such Consultant, is, in each case, true, complete and correct in all material respects and does not omit any material information necessary to make such information not adversely misleading when taken as a whole (including all other information which has previously been Made Available or otherwise provided to the Class A Members by or on behalf of a

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Sponsor Party or its Affiliates) in light of the circumstances under which it is provided and as of the date when made or provided; provided, that, no representation or warranty is made with regard to projections or other forward-looking statements provided by or on behalf of any Sponsor Party or any of their Affiliates (including the Base Case Model, and the assumptions set forth therein).

(xi) 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 otherwise to site, own, install, construct, test, operate and use the Project, to generate and to supply electricity and, to the extent applicable, capacity and ancillary services for sale under the Offtake Agreements and otherwise are listed in Schedule 2. As of the MC Funding Date and SC Funding Date, Part I of Schedule 2 provides 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 or are held on behalf of 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 or the Members’ ability to claim tax credits, depreciation deductions and other tax benefits to be allocated to them under this Agreement in connection with the Project. As of the MC Funding Date and SC Funding Date, Part II of Schedule 2 sets forth those Permits that are not yet required in light of the current stage of the project and, as of the MC Funding Date and SC Funding Date, no Sponsor Party has reason to believe that any Permit listed in Part II of Schedule 2 will 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 required under Applicable Law for the Company to conduct its business as proposed to be 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 regulations governing issuance of such Permit have expired, and a true, correct and complete copy of such Permit has been provided to the Investor 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 the Sponsor Member, such Permit is reasonably likely to be obtained by the Company on commercially reasonable terms before the date that such Permit is required. The Company has not 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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(xii) Warranties. All warranties from the manufacturers of any Major Equipment incorporated into or that are 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’ warranties wrapped by the EPC Contractor under the EPC Contract which are enforceable against 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).

(xiii) Title; Equity Interests; Personal Property.

(A) The Company has good and valid title to all of its Assets, free and clear of all Encumbrances other than Permitted Liens.

(B) As of the Execution Date and, immediately prior to the consummation of the sale of the Acquired Interests (as defined in each Purchase Agreement) contemplated by the Purchase Agreement, the Seller is the only member of the Project Company.

(C) As of the MC Funding Date, immediately prior to giving effect to the transactions to occur on the MC Funding Date, (1) the Seller has good title to, and is the owner of, the Equity Interests in the Project Company, free and clear of all Encumbrances, other than Permitted Liens, and (2) the Project Company has good title to, and is the owner of, the Project, free and clear of all Encumbrances, other than Permitted Liens. Upon execution of the Membership Interest Assignment Agreement (as defined in the Purchase Agreement), the legal and beneficial title to the Equity Interests of the Project Company purchased pursuant to the Purchase Agreement passes from Seller to the Company.

(D) The Project Company does not own, and has not owned, 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.

(xiv) Intellectual Property. The Company does not own any intellectual property. The Project Company owns or has a valid license to all intellectual property that is necessary to install, operate and maintain its Project, and there are no pending or, to the Knowledge of the Class B Members, 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.

(xv) Real Property Rights. The real property described in the Real Property Documents is all the real property that is reasonably necessary for, and the real estate interests described in the Real Property Documents are all of the real estate interests necessary for the construction, installation, operation and maintenance of the Project as

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currently contemplated in the site plan, and the ALTA Survey, Title Policy, and/or date down endorsement to the Title Policy to be delivered to the Class A Member pursuant to Section 3.8(j), for the full economic useful life of the Project, as reflected in the Cost/Seg Appraisal Report delivered pursuant to Section 3.8(j), and for the performance and enforcement of all of the Project Company’s rights, remedies and obligations under the Major Project Contracts, and neither the Class B Members nor the Project Company has been informed in writing by any owner or lessor of the real property associated with such Real Property Documents that the Project Company is in breach of its obligations thereunder or that any such Real Property Documents have been challenged or terminated. The Project Company has a good and marketable leasehold and easement interests in the Project Site under and pursuant to the Real Property Documents, free and clear of all Encumbrances other than 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 Project for the full economic useful life of the Project, except as has already been obtained and are in full force and effect. There is no mineral exploration or production from the surface estate constituting any portion of the Project Site, and there are no agricultural leases affecting the surface estate constituting any portion of the Project Site. The Project Company has not assigned or 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 Project Site is subject to any conservation reserve program or other agricultural preserve program, except as may be described in the Title Policy. There is no zoning law, zoning regulation or zoning requirement with which the Project is not in compliance with respect to the location, 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 developed in compliance with the site plan, all Applicable Laws and the applicable Major Project Contracts, (B) interconnect to the intended point of interconnection in accordance with the applicable Interconnection Agreement, and (C) locate, construct, operate and maintain the Project 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.

(xvi) Environmental Matters. Except as set forth on Schedule 8.11(a), (i) Each Class B Member 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 the Class B Members, the Project is not located on any premises where Hazardous Substances are present or have been Released in a location, manner or condition that would reasonably be expected to require remedial or response action pursuant to any Environmental Law, (iii) neither any Sponsor Party nor the Project Company has received written notice from any Governmental Authority of an actual or potential violation of or liability under any Environmental Laws with respect to the Project, (iv) there is no pending, nor to the Knowledge of Class B Members threatened, litigation, claim, action, suit, proceeding or governmental investigation, in each case, pursuant to, or alleging violation

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of or liability under, any Environmental Law with respect to the Project, and (v) the Company has Made Available to the Class A Members 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, if any, and any other material environmental document prepared by or on behalf of any Sponsor Party or its Affiliates, including the Project Company, in such Person’s possession or control, concerning the Project.

(xvii) 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 portion of the Project Site that is not necessary for the construction or operation of the Project in accordance with the Base Case Model, and no unrepaired casualty exists with respect to the Project, or any portion thereof material to the ownership or operation of the Project.

(xviii) Broker Fees. The Company 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 Company has any liability. The Project Company has no 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.

(xix) Insurance. Insurance complying with Section 6.8 is in full force and effect.

(xx) Energy Regulatory Matters. As of the SC Funding Date:

(A) The Project Company has filed a notice of self-certification with FERC for status as an EWG and upon the initial generation of electric energy (including test energy) by the Project, the Project Company is an EWG and has MBR Authority that is in full force and effect.

(B) The Project Company is not and will not become subject to regulation by FERC as a “holding company” as such term is defined in Section 1262(8) of PUHCA and 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” of a “holding company,” as such terms are used within the meaning of PUHCA. 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, upon the initial generation and delivery of electric energy (including test energy) from the Project, will be subject to regulation as a “public utility” under the FPA with

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MBR Authority, and such MBR Authority is in full force and effect. The Project Company is not subject to rate regulation or financial or organizational regulation by the applicable State Regulatory Agency 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 any applicable state law governing regulation by the applicable State Regulatory Agency 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 utilities is required for the entry into or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.

(C) 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 the supply of electricity, capacity or ancillary services from the Project, none of the Project Company, the Company or the Class A Members are or will be: (1) subject to, or not exempt from regulation as a “public utility” under the FPA (as that term is defined in Section 201(e) of the FPA); except that the Project Company may be subject to regulation as a “public utility” (as that term is defined in Section 201(e) of the FPA) with MBR Authority, (2) subject to, or not exempt from regulatory provisions under PUHCA included within the exemptions described at 18 C.F.R. § 366.3(a); or (3) subject to rate regulation or financial or organizational regulation 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.

(xxi) Employees. Neither the Company nor the Project Company has, nor at any time has had, any employees. Neither the Company nor the Project Company has 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.

(xxii) Investment Company Act. The Project Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940. In making the preceding representation and warranty, the Project Company is not relying on exemptions under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.

(xxiii) No Bankruptcy. Neither the Company nor the Project Company is Bankrupt.

(xxiv) Taxes.

(A) All Tax Returns required to be filed by or on behalf of the Company or the Project Company prior to the Execution Date or the applicable

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Funding 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 the Company or the Project Company or any activity of the Company or the Project Company, all such amounts required to be paid to Taxing Authorities on or before the Execution Date, the MC Funding Date or the SC Funding Date, as applicable, have been paid. As of the Execution Date, the Sponsor Member has disclosed to the Class A Members 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 MC Funding Date and the SC Funding Date, the Sponsor Member has disclosed to the Class A Members all material unpaid Taxes that were accrued prior to but are not required to be paid on or before such Funding Date. Since formation, each of the Company and the Project Company has never, either separately or as a member of a combined or consolidated return, incurred either directly or indirectly any liability for income Taxes, except to the extent such income Taxes either (i) have been paid prior to the date as of which this representation is made, or (ii) are reflected in the Base Case Model. No claim has been made by a Taxing Authority in a jurisdiction where the Company or the Project Company does not file Tax Returns such that the Company or the Project Company is or may be subject to taxation by that jurisdiction. There are no liens for Taxes upon any of the membership interests or the Assets of the Company or the Project Company other than those imposed by Governmental Authorities for Taxes that are not yet due. There are no audits, claims, assessments, levies, administrative proceedings, or lawsuits with respect to Taxes or Tax Returns pending or threatened against the Company or the Project Company or as to the respective Assets of the Company or the Project Company to which the Company or the Project Company could be made subject. There are no 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 the Company or the Project Company for any period prior to the Execution Date or the applicable Funding Date as of which this representation is made, as applicable, and no Person has been requested to enter into any such agreement or consent. Neither the Company 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 the Company 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 the Company or the Project Company. None of the Company, the Project Company, the Class B Members, the Seller, the Guarantor or any Affiliate thereof has applied to the IRS for a private letter ruling with respect to the Project, the Project Company or the Company, including any application for a private letter ruling that has been withdrawn.

(B) Prior to the MC Funding Date, the Project Company is disregarded as an entity separate from Seller for U.S. federal income tax purposes.

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(C) No tangible property of the Project Company is leased to a “tax-exempt person” or is otherwise “tax-exempt” use property for federal income tax purposes (except to the extent the Class A Member is a Disqualified Person). No more than a de minimis portion of the Fair Market Value of the property, materials and parts that comprise the Project, on the 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 Section 168(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 Section 47(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 Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, as amended, and no such grant has been received with respect to the Project. Neither the Company nor the Project Company is a “related person” to any taxpayer treated as purchasing power from the Project, for purposes of Code Sections 267 and 707 (other than as a result of any direct or indirect relationship between the Class A Member and any such taxpayer treated as purchasing power from the Project).

(D) As of the MC Funding Date, (A) the Project has not generated any electricity, (B) with respect to each Inverter Block composing the 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 with respect to such Inverter Block, (C) neither “Commercial Operation” (as defined in the Offtake Agreement) nor “Commercial Operation” (as defined in the Interconnection Agreement) has occurred, and (D) neither the Project nor any Inverter Block composing the Project has been placed in service for U.S. federal income tax purposes.

(E) As of the SC Funding Date and prior to January 1, 2026, at least four of clauses (a) through (e) set forth in the definition of Placed-in-Service has been satisfied or has occurred with respect to each Inverter Block composing the Project and “Commercial Operation” (as defined in the Offtake Agreement) and “Commercial Operation” (as defined in the Interconnection Agreement) have occurred and each Inverter Block composing the Project has been placed in service for U.S. federal income tax purposes prior to January 1, 2026.

(F) (A) As of the MC Funding Date and the SC Funding Date, the Company has not (i) taken a position on any federal, state or local tax return, tax report or tax filing, in each case, filed with a Governmental Authority, that is inconsistent with the original use by the Company, for U.S. federal income tax purposes, of the Project or any property that is part of the Project or (ii) claimed with respect to the Project or any property that is part of the Project 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

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Section 45 of the Code; and (B) as of the MC Funding Date, the Company 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, tax report or tax filing, in each case, filed with a Governmental Authority, any depreciation 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.

(G) As of the MC Funding Date and SC Funding Date, the Project or any portion thereof is not “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code.

(H) As of the MC Funding Date and SC Funding 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.

(I) As of the MC Funding Date and SC Funding Date, the Project is not and will not be used to generate energy for the purposes of heating a swimming pool.

(J) Other than as set forth in the Base Case Model, as of the MC Funding Date, there are no sales, use, ad valorem or similar taxes due in respect of the purchase 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.

(K) As of the SC Funding Date, the Company’s tax basis in the Project is the amount provided in the applicable final Cost Seg/Appraisal Report, and the portion of such tax basis allocable to the ITC Eligible Property is not less than an amount equal to the ITC Eligible Basis set forth in the Cost Seg/Appraisal Report. As of the MC Funding Date, the Company’s tax basis in the Project is at least $152,610,794.78.

(L) The Project is eligible for the ITC and meets the requirements of Section 48(a)(9)(B) of the Code.

(M) As of the SC Funding Date, the fair market value of the Project is equal to at least the Project Purchase Price (as defined the Purchase Agreement) with respect thereto.

(N) No Class B Member is a “foreign person” within the meaning of Section 1445(b)(2) of the Code.

(O) The Project “began construction” after December 31, 2018, and prior to January 29, 2023 within the meaning of and for purposes of Section 48(a)(9)(B)(ii) of the Code and the IRS Notices. As of the Execution Date, the representations and warranties made by the Sponsor Member set forth in the

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executed Beginning of Construction Certificate are true and correct. As of the MC Funding Date and the SC Funding Date, the representations and warranties made by the Sponsor Member set forth in the Beginning of Construction Bring-Down Certificate are true and correct.

(P) 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 Execution Date, the representations and warranties made by the Sponsor Member set forth in the Energy Community Certificates are true and correct. As of the MC Funding Date and the SC Funding Date, the representations and warranties made by the Sponsor Member set forth in the Energy Community Bring-Down Certificate are true and correct.

(Q) Each Inverter Block constitutes a separate unit of energy property as set forth in Code Section 48(a)(8)(A) and Regulation Section 1.48-9(f)(2).

(b) Covenants of the Class B Members. Except as expressly set forth below, each of the Class B Members covenant to the Class A Members that:

(i) The Company will report in all federal, state and applicable local income tax returns the purchase and sale of the Project pursuant to the Purchase Agreement as the purchase by the Company of a new Project that has not been placed in service for U.S. federal income tax purposes in exchange for the Project Purchase Price (as defined in the Purchase Agreement), and will not take a position inconsistent therewith, except as required by Applicable Law.

(ii) To the extent that the Placed-in-Service Date for any Inverter Block composing the Project has not occurred or such Inverter Block has not been placed in service for U.S. federal tax purposes, in either case, on or prior to December 15, 2025, the Class B Member shall not permit any of clauses (b), (d) or (e) of the definition of Placed-in-Service for any Inverter Block to occur or any portion thereof, or for any Inverter Block or any portion thereof to be placed in service for U.S. federal tax purposes, in each case, between December 15, 2025 through December 31, 2025.

(iii) It shall cause the statements set forth in Sections 8.11(a)(xxiv)(I) and (Q) to be and remain true and correct at all times that such Person is a Class B Member.

8.12 Representations, Warranties and Covenants of the Class A Member.

The Class A Member represents and warrants to the Company and each other Member that: (a) the following statements are true and correct as of (i) with respect to the Class A Member, the Execution Date and (ii) with respect to any other Person hereafter admitted as a Class A Member pursuant to this Agreement, the date such Person is so admitted as a Class A Member; and (b) with respect to clauses (g) and (h) of this Section 8.12, shall be true and correct at all times that such Person is a Class A Member, and with respect to clauses (h), (i), (j) and (k) of this Section 8.12

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shall be true and correct as of the Execution Date and shall continue to be true and correct through the Recapture Period but without regard to any change in law after the Execution Date:

(a) It is an entity duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(b) It has the full right, power and authority to (i) own or hold its interest in the Company, (ii) carry on its business as now being conducted and as proposed to be conducted by it under this Agreement and (iii) execute and deliver this Agreement and perform its obligations under this Agreement.

(c) This Agreement is a legal valid and binding obligation of the Class A Member enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general equitable principles.

(d) The authorization, execution, delivery, and performance of this Agreement does not (i) conflict with, or result in a breach, default or violation of, (A) the organizational documents of such Member, (B) any contract or agreement to which such Member is a party or is otherwise subject, or (C) any Applicable Law, order, judgment, decree, writ, injunction or arbitral award to which such Member is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied.

(e) It has such sophistication, knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of entering into the Transaction. It is acquiring its Class A Interest for its own account and not as a nominee or agent. It understands its Class A Interest has not been, and will not be, registered under the Securities Act and is being acquired in a transaction not involving a public offering pursuant to an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of each Member’s investment intent and the accuracy of the Members’ respective representations as expressed herein. It understands that no public market now exists for the Class A Interests or any of the securities of the Company and that neither the Company nor any Member or Affiliate thereof has made any assurances that a public market will ever exist for the Class A Interests or the Company’s securities.

(f) It has discussed the Transaction and the accounting and tax treatment that it intends to accord the Transaction with its independent advisors, it is solely responsible for deciding to enter into the Transaction and has not relied on any other party (save for any representations made in this Agreement), other than its independent advisors, in respect of the accounting or tax treatment to be applied to the Transaction, or the overall suitability of the Transaction. It is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act, and is able to bear the economic risk of losing its entire investment in the Company.

(g) That either (i) no part of the aggregate Capital Contributions made by such Member and used by such Member to acquire any Units, constitutes Assets of any “employee

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benefit plan” within the meaning of Section 3(3) of ERISA, or other “benefit plan investor” (as defined in U.S. Department of Labor Reg. §§ 2510.3-101 et seq. or in Section 3(42) of ERISA) or Assets allocated to any insurance company separate account or general account in which any such employee benefit plan or benefit plan investor (or related trust) has any interest or (ii) the source of the funding used to pay the Capital Contributions made by such Member is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption 95-60, issued July 12, 1995, and there is no employee benefit plan, treating as a single plan all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all Contracts held by or on behalf of such plan exceeds ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners “Annual Statement” filed with such Member’s state of domicile.

(h) It is a “United States person” as defined in Section 7701(a)(30) of the Code and is not subject to withholding under Section 1446 of the Code.

(i) Neither the tax status of the Class A Member nor any of its direct or indirect owners will cause any portion of the Project to be subject to the alternative depreciation system under Section 168(g) of the Code.

(j) Neither the Class A Member, nor any Person that has a direct or indirect ownership interest in the Class A Member, is a Disqualified Entity.

(k) The Class A Member is not related to any offtaker or purchaser of any energy from the Project within the meaning of Sections 267(b) and 707(b)(1) of the Code.

(l) The Class A Member is not a “public utility” under Section 201(e) of the FPA and is either not a “holding company” under PUHCA or is a “holding company” that is not subject to, or is exempt from regulatory provisions under PUHCA described at 18 C.F.R. § 366.3(a).

8.13 Survival.

The representations, warranties and covenants herein shall be continuing agreements of the Members that made them and shall survive the termination of this Agreement and the Company.

ARTICLE IX

TRANSFERS OF INTERESTS; PURCHASE OPTION

9.1 Transfer Restrictions.

A Member may not Transfer or Encumber all or any portion of its Membership Interest or permit any Transfer or Encumbrance of any Indirect Membership Interest, except in strict accordance with this Article IX. References in this Agreement to Transfers or Encumbrances of a “Membership Interest” shall also refer to Transfers or Encumbrances of a portion of a Membership Interest or Indirect Membership Interest. Any attempted Transfer or Encumbrance of any

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Membership Interest or Indirect Membership Interest, other than in strict accordance with this Article IX, shall, to the fullest extent permitted by law, be, and is hereby declared, null and void ab initio. The Members agree that a breach of the provisions of this Article IX may cause irreparable injury to the Company and to the other Members for which monetary damages (or other remedy at Applicable Law) are inadequate in view of (a) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provision and (b) the uniqueness of the Company’s business and the relationship among the Members. Accordingly, the Members agree that the provisions of this Article IX may be enforced by specific performance.

9.2 Permitted Transfers.

(a) Transfers by the Class A Members. Each Class A Member may Transfer all or part of its Class A Units (and the Class A Interest represented thereby) (x) as set forth in subsections (i) through (iii) below or (y) at any time, to an Affiliate of such Class A Member, or, following the earlier of the SC Funding Date and the Commitment Expiration Date, to any Person; provided, that, in all cases, such Transfer satisfies the Transfer Protection Conditions.

(i) a Transfer in accordance with Sections 9.6 or 9.7;

(ii) a Transfer upon foreclosure (or a Transfer in lieu of such foreclosure) under an Encumbrance on the Class A Units or applicable Indirect Membership Interest permitted in accordance with Section 9.4, provided that with respect to any such Transfer upon Foreclosure prior to the earlier of the SC Funding Date and the Commitment Expiration Date, the transferee of the applicable Class A Units shall meet the requirements set forth in subsection (b) of the “Qualified Transferee” definition; or

(iii) a Transfer approved by Consent of All Members (excluding the vote of the Transferring Member).

(b) Transfers by the Class B Members. A Class B Member may Transfer all or part of its Class B Units (and the Class B Interest represented thereby) (x) after the Commitment Period, directly or indirectly to a Person that is a Qualified Transferee or (y) otherwise, as set forth in subsections (i) through (iv) below; provided, that, in either case, such Transfer satisfies the Transfer Protection Conditions and does not result in there being more than two (2) Class B Members:

(i) a Transfer in accordance with Section 9.6;

(ii) a Transfer upon foreclosure (or a Transfer in lieu of foreclosure) under any Encumbrance on the Class B Units or applicable Indirect Membership Interest permitted in accordance with Section 9.4;

(iii) a Transfer of the outstanding Class B Units to any Person; provided, that (i) such Transfer does not result in the Sponsor owning, directly or indirectly, less than

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a majority (i.e., 50% plus one) of the Class B Units, and (ii) such Transfer will not result in a change of the Managing Member; or

(iv) a Transfer approved by Consent of All Members (excluding the vote of the Transferring Member).

9.3 Transfer Protection Conditions.

Except as otherwise provided in this Article IX, all Transfers permitted hereby shall be subject to the satisfaction of the following requirements (provided, however, that all transfers of any direct or indirect ownership interest in any Parent shall be subject to compliance with only the requirements set forth in Sections 9.3(a) through (g)) (collectively, the foregoing and the following requirements, the “Transfer Protection Conditions”):

(a) Transferee. The Transferee is not a Prohibited Transferee.

(b) Applicable Law; Securities Law. Such Transfer does not violate any provision of Applicable Law, including Applicable Law relating to securities.

(c) Consents and Licenses and Permits. All consents (including under any Major Project Contracts), approvals of, and filings with, any Governmental Authority and Permits with respect to such Transfer shall have been obtained or made, as applicable, and such Transfer shall not cause or result in a breach or default under any Major Project Contract or any Permit.

(d) Tax Consequences.

(i) Entity Classification. Such Transfer does not cause the Company to be classified as an entity other than a partnership (or cause the Company to be treated as a publicly traded partnership taxable as a corporation) for purposes of the Code.

(ii) Tax-Exempt Entity. In the case of a Transfer prior to the Flip Point, such Transfer is not to any tax-exempt entity (within the meaning of Section 168(h) of the Code), with the result that any Assets of the Company (including the Project) would be treated as tax-exempt use property under Section 168(h) of the Code, unless the Transferring Member or the Transferee shall have indemnified the other Members against any adverse federal income tax effects that result from such Transfer to a tax-exempt entity in a manner reasonably acceptable to the other Members.

(iii) ITCs. In the case of a Transfer prior to the occurrence of the end of the Recapture Period, such Transfer would not result in the disallowance or recapture of all or any portions of the ITCs for which a non-transferring Member or a buyer under a Tax Credit Transfer Agreement would be liable.

(e) Regulatory Matters. Such Transfer shall not result in the Project Company or the Company becoming subject to, or not exempt from, regulation under the state or federal laws regulating utilities.

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(f) Investment Company Act. Such Transfer does not require the Company to register as an “investment company” under the Investment Company Act of 1940, as amended.

(g) Transfer Documents. The following documents shall have been delivered by the Transferring Member to the Managing Member and each other Member:

(i) Notice. Written notice not less than fifteen (15) Business Days prior to the proposed effective date of such Transfer; provided, that in the case of a Transfer in relation to an Encumbrance permitted hereunder, such notice may be provided not less than ten (10) Business Days prior to the proposed effective date of such Transfer.

(ii) Transfer Instrument. If the Transfer involves a direct Transfer of Units, an instrument executed by the Transferring Member and the Transferee implementing the Transfer, in substantially the form of Exhibit D hereto or such other form that is reasonably satisfactory to the Managing Member (which approval shall not be unreasonably withheld or delayed) and which contains: (A) the notice address of the Transferee; (B) if applicable, the Parent of the Transferee; (C) the number of Units of each class of Membership Interest held by the Transferring Member and the Transferee after the Transfer (but, with respect to the Transferee, excluding any Membership Interest already held by the Transferee prior to the Transfer); (D) the Transferee’s ratification of this Agreement and its confirmation that the applicable representations and warranties in Section 8.10(a) or Section 8.12, as applicable, are true and correct with respect to it; provided, that for purposes of the foregoing, Transferee shall be entitled to rely on any aspect of the Rule 501(a) definition of an “accredited investor” in making the representation in clause (a)(v) of Section 8.10 or clause (f) of Section 8.13, as applicable; (E) the Transferee’s (and its Parent’s, as applicable) ratification of the Transaction Documents and Major Project Contracts to which the Transferring Member (or its Parent) is a party and agreement to be bound by them to the same extent that the Transferring Member was bound by them prior to the Transfer, including the assumptions of all liabilities and obligations thereunder with respect to the Transferred Membership Interest; and (F) representations and warranties by the Transferring Member and its Transferee that the Transfer and the admission of the Transferee as a Member is being made in accordance with all Applicable Law, and that the Transfer Protection Conditions have been satisfied.

(iii) Class B Member Guaranty. If the Transfer involves the Class B Interest or an Indirect Membership Interest therein, then either (1) a ratification by the Guarantor of the Guaranty confirming that it will continue in full force and effect and will include among the guaranteed obligations thereunder the obligations of the Transferee as a Class B Member and the Managing Member hereunder, or (2) the Transferring Member and the Transferee shall have delivered to the Company and the other Members a guaranty in favor of the Company and the Class A Members, in substantially the same form as the Guaranty, or otherwise in form and substance reasonably satisfactory to the Class A Members, issued by a direct or indirect Parent of the Transferee guarantying the obligations of the Transferee as a Class B Member and the Managing Member hereunder; provided,

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that if such Transfer occurs prior to the Flip Date, such new guarantor shall be required to meet the requirements of clause (b) of the definition of “Qualified Transferee”.

(h) Payment of Expenses. The Transferring Member and the Transferee shall have paid or reimbursed the Company and each Member for all reasonable costs and expenses incurred by the Company and such Members in connection with the Transfer and admission, on or before the tenth (10th) day after the receipt by such Persons of the Company’s or any such Member’s invoice for the amount due.

(i) Know Your Customer. The Transferee (including any Transferee of any Transfer that involves an Indirect Membership Interest or a Transfer upon foreclosure (or in lieu of such foreclosure) under an Encumbrance, but excluding any Transferee of any direct or indirect interests in a Parent) shall have provided such information for the other Members to identify the Transferee (which may include the names and addresses of the proposed Transferee and its beneficial owners) in accordance with the requirements of the USA PATRIOT Act of 2001 (including the “know your customer” and similar regulations thereunder) and the reasonable and consistently applied policies and procedures of such Members implementing such requirements.

(j) No Release. Such Transfer shall not effect a release of the Transferring Member from any liabilities to the Company or the other Members arising from events occurring prior to or in connection with the Transfer.

9.4 Encumbrances of Membership Interest.

A Member may Encumber its Membership Interest or permit any Encumbrance on its Indirect Membership Interest so long as, (a) solely with respect to any Encumbrance on a Class B Interest or Indirect Membership Interest relating to a Class B Interest, the instrument creating such Encumbrance provides that any Transfer upon foreclosure of such Encumbrance (or Transfer in lieu of such foreclosure) shall only be made to the Back-Leverage Collateral Agent or a Person that satisfies the requirements of a Qualified Transferee and, in either case, satisfies the Transfer Protection Conditions; and (b) solely with respect to any Encumbrance on the Class A Interest or Indirect Membership Interest relating to a Class A Interest, any Transfer upon foreclosure of such Encumbrance (or Transfer in lieu of such foreclosure) must satisfy the Transfer Protection Conditions. For avoidance of doubt, the aforesaid provisions of this Section 9.4 shall not be construed as restricting any Encumbrance at or upstream of the level of the Parent of the Sponsor Member and the Encumbrance on the Membership Interests and Indirect Membership Interest relating to a Class B Interest granted to the Back-Leverage Collateral Agent shall be deemed to be permitted. The Class A Members hereby agree, at the request of the Class B Members, to enter into a consent to collateral assignment with the Back-Leverage Collateral Agent or other financing provider or its agent to which any Encumbrance on Class B Interest or Indirect Membership Interest relating to a Class B Interest is granted, in a customary form, and which will include such matters as are reasonably requested by such agent, and provided that in no event shall the Class A Members be required to grant any rights to any such agent in such consent that adversely affect any of the Class A Members’ rights, benefits, risks or obligations under this Agreement. Each Class B Member hereby agrees, at the request of the Class A Members, to enter into a consent to collateral assignment with any provider(s) of financing (or its or their agent) to any Class A

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Members in a customary form, and which will include such matters as are reasonably requested by such provider(s) of financing (or its or their agent), and provided that in no event shall the Class B Members be required to grant any rights to such provider(s) of financing (or its or their agent) in such consent that adversely affect any of the Class B Members’ rights, benefits, risks or obligations under this Agreement.

9.5 Admission of Transferee as a Member.

Any Transferee in a Transfer permitted under Section 9.2 or 9.4 shall, to the extent applicable, be admitted to the Company as a Member, with the Membership Interest so transferred to such Transferee, to the extent that (a) the Transferring Member making the Transfer has granted the Transferee the Transferring Member’s entire Membership Interest, or, in the case of Transfer of a part of such Member’s Membership Interest, the express right to be so admitted as a Member; and (b) such Transfer is effected in strict compliance with the Transfer Protection Conditions. If a Transferring Member is the last remaining Member of the Company, such Transferring Member shall cease to be a Member of the Company immediately following the admission of the Transferee as a Member of the Company.

9.6 Buyout Events.

(a) This Section 9.6 shall apply to any of the following events (each a “Buyout Event”):

(i) a Member becomes Bankrupt;

(ii) a Member involuntarily dissolves and commences liquidation or winding up; or

(iii) there occurs an event that makes it unlawful for the Member to continue to be a Member to the extent such event can reasonably be expected to result in a Material Adverse Effect (including dissolution of the Company), and such Member does not, within thirty (30) days following the date such Member became aware of such Buyout Event, either take all actions necessary to make its continuation as a Member lawful, or Transfer its Membership Interest in accordance with Section 9.2 and the Transfer Protection Conditions.

(b) In each case, the Member with respect to whom a Buyout Event has occurred is referred to herein as the “Affected Member”.

(c) If a Buyout Event occurs, each of the other Members shall have the option to acquire the Membership Interest of the Affected Member (or to cause it to be acquired by an Affiliate of such Member or a Third Party designated by the other Members) in accordance with the Transfer Protection Conditions, and any of such other Members electing to exercise such option shall be referred to herein as “Buyout Purchasers”. The Affected Member’s Membership Interest may be purchased by one or more of the Members as follows: (i) if the Affected Member’s Membership Interest is a Class A Interest, then any other Class A Members (if applicable) shall

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have the option to purchase one hundred percent (100%) of the Affected Member’s Membership Interest prior to any purchase of any portion of the Affected Member’s Membership Interest by the Class B Members; (ii) if the Affected Member’s Membership Interest is a Class B Interest, then any other Class B Members (if applicable) shall have the option to purchase one hundred percent (100%) of the Affected Member’s Membership Interest prior to any purchase of any portion of the Affected Member’s Membership Interest by the Class A Members; and (iii) if more than one Member wishes to purchase the Affected Member’s Membership Interest, then the Units representing such Affected Member’s Membership Interest shall be apportioned among the Buyout Purchasers as agreed by all of such Members or, if such Members do not so agree, in proportional amounts among the Buyout Purchasers (based on their existing Units).

(d) The options described in this Section 9.6 may be exercised by the Buyout Purchasers by giving twenty (20) Business Days prior written notice to the Affected Member (the “Buyout Notice”).

(e) The purchase price (the “Purchase Price”) for a Membership Interest being purchased pursuant to Section 9.6(a) shall be one hundred percent (100%) of the Fair Market Value of the Membership Interest as of the date of such purchase.

(f) Within twenty (20) Business Days after the date of the Buyout Notice, the Affected Member and the Buyout Purchasers will meet to discuss and negotiate in good faith to determine and agree upon the Fair Market Value of the Membership Interest. If they agree upon such amount, such amount will be deemed to be the Fair Market Value for purposes hereof. If they fail to agree upon such value within thirty (30) days after the date of the Buyout Notice, the Buyout Purchasers shall, promptly thereafter, initiate the Appraisal Procedure for purposes of establishing such amount.

(g) The closing of any such purchase shall occur (i) in the case of a Buyout Event described in Section 9.6(a)(iii) that is attributable to an event outside the control of the Affected Member and such Affected Member is a Class A Member, on the later of the twentieth (20th) Business Day following the date of the Buyout Notice, and the fifth (5th) Business Day after the receipt of all applicable Permits and necessary approvals from any Governmental Authority, and (ii) in the case of all other Buyout Events, on the later of the twentieth (20th) Business Day following the date of the Buyout Notice, the twentieth (20th) Business Day following the determination of the Fair Market Value of the Membership Interest, and the fifth (5th) Business Day after the receipt of all applicable Permits and necessary approvals from any Governmental Authority. At the closing, the Affected Member shall convey the Membership Interest to the Buyout Purchasers on an “as is, where is” basis without representations or warranties, expressed or implied, other than that the Affected Member has good title to the Membership Interest and that no Encumbrance against the Membership Interest then exists that has been created by, through or under the Affected Member or any Affiliate thereof other than those created pursuant to this Agreement. At the closing, (i) the Buyout Purchasers shall expressly assume any and all obligations and liabilities of the Affected Member under this Agreement and to the extent the Affected Member is a party to another Transaction Document, under such other Transaction Document (except in each case those obligations or liabilities accrued through the date of such

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closing), (ii) the Members shall amend this Agreement to reflect the resignation of the Affected Member and the transfer of the Membership Interest effective as of the date of such closing, and (iii) the Buyout Purchasers shall pay the Purchase Price to the Affected Member by wire transfer of immediately available funds.

9.7 Purchase Option.

(a) The Class B Member shall have an exclusive and irrevocable option to purchase all, but not less than all, of the Class A Units, exercisable during the 90-day period (the “Purchase Option Period”) following the earlier of (i) the Flip Date and (ii) the first (1st) anniversary of the Target Flip Date, and in each case otherwise upon the terms and conditions set forth herein (the “Purchase Option”). If the Class B Members exercise the Purchase Option during the Purchase Option Period, the Class B Members shall pay to the Class A Members an amount equal to the greater of: (i) one hundred percent (100%) of the Fair Market Value of the Class A Interest (determined through the Appraisal Procedure as of the Purchase Option exercise date) and (ii) an amount equal to the sum of (x) the amount that results in the Class A Members achieving the Class A Member Base Return, taking into account the cash to be received on sale and the gain (or loss) to be recognized under Section 1001 of the Code, plus (y) the post-Flip Date Fair Market Value of the Class A Interest (determined through the Appraisal Procedure as of the Purchase Option exercise date) (the “Purchase Option Price”). The Appraisal Procedure contemplated by this Section 9.7(a), including the costs and fees of a Qualified Appraiser in connection therewith, shall be paid for by the Class B Members.

(b) The Purchase Option may be exercised by the Class B Members or, subject to Section 9.7(d) by any Affiliate of a Class B Member, at any time during the Purchase Option Period in each case by giving written notice of such exercise to the Managing Member and the Class A Members no later than the end of the Purchase Option Period.

(c) The closing for purchase and sale shall occur, subject to the receipt of applicable Permits and any necessary approvals from any Governmental Authority, on the later of the twentieth (20th) Business Day following the determination of the Purchase Option Price of the Class A Units, and the fifth (5th) Business Day after the receipt of such Permits and necessary approvals from any Governmental Authority. At the closing, the Class A Members shall convey all of their Class A Units to the Class B Members (or their designee(s)) on an “as is, where is” basis without representations or warranties, expressed or implied, other than that no Encumbrance against its Class A Units then exists that has been created by, through or under the Class A Members or any Affiliate thereof other than those created pursuant to this Agreement. At the closing, (i) the Class B Members shall expressly assume any and all obligations and liabilities of the Class A Members under this Agreement and any other Transaction Document, as applicable (except those obligations and liabilities accrued through the date of such closing), (ii) the Members shall amend this Agreement to reflect the transfer of the Class A Units effective as of the date of such closing, and (iii) the Class B Members shall pay the Purchase Option Price of the Class A Units to the Class A Members by wire transfer of immediately available funds.

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(d) Notwithstanding anything herein to the contrary, each Class B Member may assign its rights pursuant to this Section 9.7 in connection with the Purchase Option to an Affiliate of such Class B Member, which assignee shall have the rights set forth in this Section 9.7.

9.8 Terminated Member.

Upon the closing of a Transfer by a Member of all of its Membership Interest in the Company in accordance with this Article IX, the following provisions shall apply to the Transferring Member (now a “Terminated Member”):

(a) Subject to Section 9.6, the Terminated Member shall cease to be a Member immediately upon the occurrence of such closing.

(b) The Terminated Member shall no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and it shall not be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information).

(c) The Terminated Member must pay (i) to the Company all amounts owed to the Company by the Terminated Member and (ii) to each other Member all amounts owed to such Member by the Terminated Member.

(d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.

(e) The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated among the applicable Transferees in proportion to the relative Transferred Units acquired by such Transferee.

(f) The Terminated Member shall indemnify each other Member in the manner set forth in this Agreement with respect to Imputed Underpayments that relate to the Transferred Units as though the Transferred Units had not been Transferred to the Transferee.

ARTICLE X

TRACKING MODEL AND FLIP DATE

10.1 Tracking Model.

(a) Beginning as of the first Fiscal Quarter-end after the Commitment Expiration Date, the Managing Member will calculate at least quarterly whether the Flip Point has occurred and will send the Class A Members, within forty five (45) days after the end of each Fiscal Quarter in which the Flip Point does not occur, a report in the form of the Tracking Model showing where it believes the Class A Units are in relation to the Flip Point.

(b) If the Managing Member calculates and determines that the Flip Point will occur upon the distribution of Available Cash Flow at the next Distribution Date, then no less than

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thirty (30) days prior to such Distribution Date, the Managing Member shall provide such calculation to the Class A Members in the Tracking Model specifying the Flip Date, and the portion of the Available Cash Flow to be distributed to the Class A Members under Article V and the portion of Company Items to be allocated to the Class A Members under Article IV prior to the Flip Date and from and after the Flip Date.

(c) Prior to making any liquidating distribution pursuant to Section 12.2, the Managing Member shall calculate and determine as to whether the Flip Point will occur in connection with the liquidation of the Company. No less than thirty (30) days prior to making such distribution, the Managing Member shall provide such calculation to the Class A Members in the Tracking Model specifying the Flip Date (or stating that the Managing Member has concluded that the Flip Date will not occur), and the portion of the liquidation proceeds to be distributed to the Class A Members and the portion of the Company Items to be allocated to the Class A Members under Section 12.2 prior to the Flip Date and from and after the Flip Date.

(d) The Managing Member will make its advisers available to answer any questions about its calculations and reports made under this Section 10.1. The Class A Members may invoke the dispute resolution procedures in Section 10.3 to resolve any item or procedure that is in dispute. In the event no objection to a calculation provided to the Class A Members under Sections 10.1(b)or 10.1(c) is received by the Managing Member from the Class A Members five (5) Business Days prior to the Distribution Date or the date of the liquidating distribution, as the case may be, then the Flip Date shall be deemed to have occurred or not to have occurred, as the case may be, as specified in such calculation, and the distributions and allocations as reflected in such calculations and reports shall govern for the applicable taxable period. In the event such an objection is timely provided to the Managing Member, then the Flip Date shall be deemed not to have occurred and distributions shall be determined and made accordingly until determination of the Flip Date as provided in Section 10.3 is made.

10.2 Calculation Rules and Conventions.

In performing the calculations and making the determinations with respect to the Flip Point as described in Section 10.1, the Managing Member shall employ the following calculation rules and conventions:

(a) Basis. The calculation shall be made on the basis of each Class A Unit issued to the Class A Members and any Capital Contributions including any Capital Contributions in respect of Flip Imputed Underpayments (but excluding any Capital Contribution in respect of a Class A Imputed Underpayment) made pursuant to this Agreement.

(b) Continuity of Ownership. The Managing Member shall treat ownership of the Class A Units as being continuous from the Execution Date to the Distribution Date (or, if applicable, the date of distribution of liquidation proceeds) as of which the calculation is being made, without regard to any change in ownership of the Class A Units during such period.

(c) Cash Distributions. The cash distributions taken into account in determining the Pre-Tax IRR with respect to each Class A Unit shall consist solely of distributions to the Holder

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of such Class A Unit made on any Distribution Date or date of distribution of liquidation proceeds (or to be made on the Distribution Date or date of distribution of liquidation proceeds as of which date the Pre-Tax IRR is being determined) (the “Cash Distributions”). Also taken into account in determining the Pre-Tax IRR are any amounts received by the Holder of the Class A Unit which is in the nature of a recovery or replacement of, or indemnity or compensation for the loss of, an item which would otherwise be taken into account in the foregoing sentence.

(d) Method of Determining the Flip Date; Pro Ration of Distributions.

(i) If, as of any Distribution Date, the Managing Member calculates that the Flip Point has occurred during the calendar quarter preceding such Distribution Date (taking account of the distribution of the Available Cash Flow on such Distribution Date) the Managing Member will calculate the lowest percentage (the “Trigger Percentage”) which, when applied to such Available Cash Flow, will result in a Class A Unit receiving an amount of Available Cash Flow (such amount of cash calculated using such Trigger Percentage, the “Cash Trigger Amount”) which will cause the Flip Point to occur. The Cash Trigger Amount shall be deemed to precede the Flip Date and shall be distributed to the Holder of Class A Units (notwithstanding anything to the contrary contained in Section 5.1(a)(i)) and the remainder of such Available Cash Flow shall be distributed to the Holders of Class A Units and Class B Units under Section 5.1(a)(ii).

(ii) If, prior to a distribution of liquidation proceeds, the Managing Member calculates that the Flip Point will occur (taking into account the expected distribution of liquidation proceeds), the Managing Member will calculate, using an iterative process, the percentage of the liquidation proceeds which, if distributed in accordance with Section 12.2(a)(vi), will cause the cash distributions to be made pursuant to Section 12.2(a)(vi) on the date of distribution of liquidation proceeds to the extent such distributions are attributable to pro rata allocations pursuant to Section 12.2(a)(iv)(A), to cause the Flip Point to occur. Such calculation shall be taken into account in making the allocations under Section 12.2(a)(v) in such manner as to ensure that, to the greatest extent feasible, the balances in the Capital Accounts of the Members are expected to result in distributions pursuant to Section 12.2(a)(vi) in accordance with the target liquidation distributions contemplated in Section 12.2(a)(iv)(A), Section 12.2(a)(iv)(B) and Section 12.2(a)(iv)(C).

10.3 Flip Date and Tax Return Dispute Resolution.

(a) If a Class A Member shall dispute any item or procedure or calculation of, or which affects, the Flip Date contained in any notice or report delivered to such Class A Member under this Article X, such Class A Member shall notify the Managing Member within ten (10) Business Days following receipt of the notice or report disputed. In such case, such Class A Member’s notification will set forth in reasonable detail such Class A Member’s objections or disagreements, and the Parties shall attempt in good faith to promptly resolve any differences as to the matters so disputed. If the Parties are unable to resolve any such differences within ten (10) Business Days after the date of such Class A Member’s notice, then the actual determination shall be finally referred to a nationally recognized independent public accounting firm (which may or

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may not be the Certified Public Accountant) selected jointly by the Class B Members and such Class A Member, which accounting firm will be asked to designate one of its partners to act as an independent expert for purposes of this Section 10.3 (the “Independent Expert”). The Class A Members and the Managing Member shall submit the Tracking Model, the proposed Tax Return and pertinent information, books and records, as applicable, and all other data necessary for the Independent Expert to make his determination, including any additional data requested by the Independent Expert. The Independent Expert shall keep confidential all information submitted to him in connection with his resolution of the dispute(s) hereunder. The Independent Expert shall be requested to render his determination as promptly as possible after he receives all necessary data and materials. The determination of the Independent Expert resolving a dispute pursuant to this Section 10.3 shall be final and binding upon the disputing parties absent manifest error, and such determination shall apply for all subsequent periods to any item or procedure substantially similar to that determined hereunder. The Company shall pay the fees of the Independent Expert incurred for such determination.

(b) If a Class A Member shall dispute whether an Imputed Underpayment should be characterized as a Class A Imputed Underpayment, Class B Imputed Underpayment or Flip Imputed Underpayment, such Class A Member shall notify the Managing Member within ten (10) Business Days following receipt of the notice or report disputed. To the extent such dispute is not promptly resolved, such dispute shall be determined by binding arbitration if it is eligible for such arbitration. If such dispute is eligible for such arbitration, it shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator selected by the claimant and the arbitrator selected by respondent shall, within ten (10) days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, the Parties or their attorneys may request the AAA to appoint the third neutral arbitrator. Any AAA arbitration proceeding shall be conducted in the State of Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction or other equitable relief. Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Each Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of such Party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, none of the Parties nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the Parties. The prevailing Party shall be entitled to an award of reasonable attorneys’ fees.

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ARTICLE XI

INDEMNIFICATION

11.1 Indemnification.

(a) Subject to the terms and conditions of this Article XI, and without limiting the rights of the Class A Members under the Guaranty, each Class B Member agrees to indemnify, reimburse and hold harmless the Class A Members and their parent or subsidiary companies, shareholders, partners, members and other Affiliates, and their respective officers, directors, managers, employees and agents (collectively, the “Investor Indemnified Parties”), from and against any claim, injury, loss (including the loss of any Tax Benefits set forth in the Base Case Model), or damage (including reasonable attorneys’ fees and expenses, including such fees and expenses at trial and on any appeal) (including in the case of any injury, loss or damage resulting from the breach of the representations contained in Section 8.11(a)(xxiv)(N), as a result of a Final Determination) (collectively, “Damages” or “Losses”), in each case resulting to, imposed upon, or incurred by any or all of the Investor Indemnified Parties, to the extent by reason of, arising out of or resulting from (i) the breach, inaccuracy or failure of any representation or warranty of a Class B Member (acting in its capacity as a Class B Member, Managing Member or the Partnership Representative), the Seller, or any of their respective Affiliates contained in any Transaction Document or any certificate delivered by any of them hereunder or thereunder, or breach of any covenant of a Class B Member, acting in its capacity as a Class B Member, Managing Member or the Partnership Representative, or the Seller set forth in any Transaction Document, (ii) the breach, inaccuracy or failure of any representation or warranty, or breach of any covenant, by a Class B Member or an Affiliate of a Class B Member (other than the Company or the Project Company) contained in any Major Project Contract (including any Contract that ceases to be a Major Project Contract due to the parties thereto performing their material non-contingent obligations thereunder) to which it is a party, (iii) the fraud, gross negligence or willful misconduct by the Class B Member or an Affiliate of the Class B Member, and (iv) Prosperity Bank’s lien on the Jakubec leased tract (Tract 6, Parcel 3) for the Project, including any foreclosure of the Jakubec leased tract (Tract 6, Parcel 3) (any such claims, “Investor Indemnification Claims”); provided, that in no event will the Class B Members, the Managing Member, or the Partnership Representative be responsible for any such Damages to the extent caused by the gross negligence, fraud or willful misconduct of an Indemnified Party, or the inaccuracy, breach or failure of the representations and warranties or covenants of the Class A Members under this Agreement; provided, further, that if a Class B Member or its Affiliate on its behalf delivers a subordination, non-disturbance, and attornment agreement from Prosperity Bank or, if applicable, 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 11.1(a)(iv) of this Agreement shall be deemed deleted in its entirety and replaced with “[RESERVED]”.

(b) Subject to the terms and conditions of this Article XI, and without limiting the rights of the Class B Members under the Class A Commitment Guaranty, each Class A Member agrees to indemnify, reimburse and hold harmless the Class B Members and their parent or subsidiary companies, shareholders, partners, members and other Affiliates, and their respective

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officers, directors, managers, employees and agents (collectively, the “Operator Indemnified Parties,” provided that “Indemnified Parties” means either the Investor Indemnified Parties or the Operator Indemnified Parties depending on context), from and against any Damages or Losses, in each case resulting to, imposed upon, or incurred by any or all of the Operator Indemnified Parties, to the extent by reason of, arising out of or resulting from (i) the breach, inaccuracy or failure of any representation or warranty of the Class A Member or any of its Affiliates contained in any Transaction Document or any certificate delivered by any of them hereunder or thereunder, or breach of any covenant of a Class A Member contained in this Agreement, and (ii) the fraud, gross negligence or willful misconduct by the Class A Member or the Class A Guarantors (any such claims, “Operator Indemnification Claims,” provided that “Indemnification Claims” means either the Investor Indemnification Claims or the Operator Indemnification Claims depending on context); provided, that in no event will the Class A Members be responsible for any such Damages to the extent caused by the gross negligence, fraud or willful misconduct of an Operator Indemnified Party, or the inaccuracy, breach or failure of the representations and warranties or covenants of a Class B Member (acting in its capacity as a Class B Member, Managing Member or the Partnership Representative), the Seller, or any of their respective Affiliates contained in any Transaction Document or any certificate delivered by any of them hereunder or thereunder, or breach of any covenant of a Class B Member, acting in its capacity as a Class B Member, Managing Member or the Partnership Representative, or the Seller set forth in any Transaction Document. The term “Indemnifying Party” refers to any Class A Member or Class B Member that must indemnify an Operator Indemnified Party or Investor Indemnified Party, respectively, pursuant to the terms of this agreement.

11.2 Limitation of Liability.

The indemnification obligations pursuant to this Article XI shall be subject to the following limitations:

(a) The amount of Losses for which an Indemnifying Party is obligated to indemnify with respect to any Indemnification Claim shall be reduced to the extent of any amounts actually received by the applicable Indemnified Parties pursuant to the terms of the insurance policies obtained and maintained by the Company (if any) covering such claim (but in no instance shall any insurance proceeds from policies obtained and maintained by any of the Indemnified Parties or any Affiliate thereof (other than the Company) be considered in connection with a reduction of Losses pursuant to this Section 11.2(a)); provided, however, that the amount of Losses shall include any documented, out-of-pocket costs or expenses incurred by the Indemnified Parties in connection with obtaining insurance proceeds with respect to any breach or nonperformance hereunder. This Section 11.2(a) shall not prejudice any claim against the Class B Members, whether through subrogation or otherwise, by an insurer of any Indemnified Party for reimbursement of such amounts.

(b) To the extent the Indemnified Parties receives an opinion at a “should” level or higher from a nationally-recognized law firm reasonably acceptable to the Indemnified Parties supporting such position, Losses paid pursuant to this Article XI shall be treated as a non-taxable adjustment to purchase price or return of capital for federal income tax purposes. Otherwise,

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Losses paid pursuant to this Article XI shall be grossed-up and paid on an After-Tax Basis. If the tax position supported by the tax opinion described above is subsequently disallowed by the IRS, the After-Tax Basis gross-up amount will be promptly paid to such Indemnified Party. To the extent an Indemnified Party subsequently recovers all or a part of the Losses indemnified under this Article XI, the Indemnified Party shall promptly refund the applicable Class B Members the recovered Losses on an After-Tax Basis; provided, that any such refund shall not exceed the original amount paid to the Indemnified Party by the applicable Class B Members (on an After-Tax Basis) hereunder.

(c) THE INDEMNIFICATION OBLIGATIONS UNDER THIS ARTICLE XI SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION AND EXCLUSION SHALL NOT APPLY (I) TO DAMAGES AWARDED, PAID OR OWED TO ANY NON-AFFILIATE THIRD PARTY FOR WHICH ANY MEMBER IS OBLIGATED TO INDEMNIFY ANOTHER MEMBER HEREUNDER OR (II) COSTS, EXPENSES AND DAMAGES IN RESPECT OF TO LOSSES OF TAX BENEFITS.

(d) Each applicable Class A Member or other Investor Indemnified Party (or applicable Class A Member on behalf of such Investor Indemnified Party) will, at the sole cost and expense of the Class B Members in respect of any properly documented out-of-pocket cost or expense that such applicable Class A Member or Investor Indemnified Party incurs, use commercially reasonable efforts to take commercially reasonable steps identified by the Class B Members to such applicable Class A Member or Investor Indemnified Parties to mitigate Damages.

(e) Except for any claim pursuant to Section 11.1(a)(iv), no claim for indemnification may be made with respect to any Damages or Losses of any Investor Indemnified Party or Operator Indemnified Party, as applicable, (other than, in each case, with respect to Third-Party Claims, fraud, gross negligence, and willful misconduct) until the aggregate amount of such Damages or Losses sought by (or previously sought by) the Investor Indemnified Parties or Operator Indemnified Parties, respectively, under this Agreement exceeds $3,000,000 in the aggregate; provided, that once such threshold amount of claims has been reached, then the Investor Indemnified Parties or Operator Indemnified Parties, as applicable, shall have the right to 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.

(f) No claim for Damages or Losses may be made under this Agreement for claims based on the inaccuracy, breach or failure of any representation or warranty after a period of eighteen (18) months following the date such representation or warranty was made; provided, that any indemnity claim for an inaccuracy, breach or failure of any representation or warranty made in (i) Sections 8.10(a)(ix) through (xii), Error! Reference source not found., 8.10(a)(xxii), 8.11(a)(ix)(B), 8.11(a)(ix)(C) or 8.11(a)(xxiv) shall be made within ninety (90) days of the expiration of the applicable statute of limitations (giving effect to any waivers or extensions thereof), (ii) Sections Error! Reference source not found. or 8.11(a)(xvi) shall be made within

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four (4) years after the applicable representation or warranty was made and (iii) Sections 8.10(a)(i) through 8.10(a)(v), 8.11(a)(i) through 8.11(a)(iii), the first sentence of 8.11(a)(vi), 8.11(a)(ix)(E), 8.11(a)(xiii), or 8.11(a)(xviii) shall survive indefinitely until three (3) years after a Buyout Event has occurred which results in the Investor ceasing to be a Class A Member; provided, that in each case if written notice of a claim for indemnification has been given by an Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of the Indemnifying Party to indemnify such Indemnified Party shall survive with respect to such claim until such claim is finally resolved.

11.3 Procedure for Indemnification.

If an Indemnified Party learns of an actual or potential Indemnification Claim for which such Indemnified Party may seek indemnification under Section 11.1, such Indemnified Party shall, reasonably promptly after becoming aware of such Indemnification Claim, notify the Class B Members thereof, specifying the nature of and specific basis for such Indemnification Claim and the actual or, if reasonably practicable, the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Indemnification Claim) (the “Claim Notice”); provided, however, that the failure to provide such notice promptly shall not limit or reduce such Indemnified Party’s right to indemnification under Section 11.1. Within thirty (30) days following receipt of a Claim Notice, the Class B Members shall notify the relevant Indemnified Parties and the Company in writing if any such Class B Member disputes that all or a portion of such Indemnification Claim is subject to indemnification hereunder, specifying the amount, if applicable, so disputed, and otherwise the Class B Members shall be deemed to have agreed that any undisputed portion of such Indemnification Claim is subject to indemnification hereunder. If any Class B Member does not dispute such Indemnification Claim within such thirty (30) days, it shall be deemed to have agreed that such Indemnification Claim is subject to indemnification hereunder. The Class B Members shall be entitled to participate in any such Indemnification Claim to which they agree, or are deemed to have agreed, is subject to indemnification hereunder, and to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party. If the Class B Members elect to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Class B Members elect not to assume (or fail to assume) the defense of such action, or at any time fail diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, and the Class B Members shall pay all reasonable costs and expenses therefor as they are incurred promptly upon delivery to it of invoice(s) therefor. If the Indemnification Claim is asserted against both a Class B Member and the Indemnified Party and (a) there is a conflict of interest which renders it inappropriate for the same counsel to represent both such Class B Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Class B Members shall be responsible for paying for separate counsel for the Indemnified Party; provided, however, that if there is more than one Indemnified Party and it is practical for all such Persons to be represented by common counsel, the Class B Members shall not be responsible for paying for more than one law firm to represent the Indemnified Party, regardless of the number of Indemnified Parties. If the Class B Members elect to assume the defense of such action, (i) no compromise or settlement thereof may be effected by the Class B

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Members without the Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Class B Members and the compromise or settlement includes no admission of liability and (ii) the Class B Members shall have no liability with respect to any compromise or settlement thereof effected without consent of the majority of Class B Members (which shall not be unreasonably withheld, conditioned or delayed) unless the Class B Members have failed to defend such Indemnified Party against such action.

11.4 Exclusivity.

Without in any way limiting the Guaranty, the Parties agree that, (a) except with respect to fraud, gross negligence or willful misconduct by a Member, the only relief and remedy available to the Indemnified Parties in respect of Losses fully recoverable and addressed by the payment of money shall be as set forth in this Article XI and (b) the Indemnified Parties will not bring any action or proceeding under this Agreement, or take any other action, to recover Losses that are fully recoverable and addressed by the payment of money except as provided by this Article XI. For the avoidance of doubt, no Party has waived any rights to pursue equitable remedies under this Agreement other than the right to seek specific performance, which the Members hereby acknowledge and agree shall be available to the Parties only as provided in Section 7.7(c) and Article IX.

11.5 No Right of Contribution.

The Class B Members shall not have any right of contribution against the Company.

11.6 No Duplication.

Any recovery for indemnification under this Agreement shall be determined without duplication of recovery for the same indemnification 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 subject to the indemnification obligation in Section 11.1, only one recovery of Losses shall be allowed.

ARTICLE XII

DISSOLUTION, LIQUIDATION AND TERMINATION

12.1 Dissolution.

The Company will dissolve and its business and affairs will be wound up on the first to occur of the following (the “Liquidating Events”):

(a) the unanimous consent of the Members to dissolve the Company;

(b) any time there are no Members of the Company unless the Company is continued without dissolution in accordance with the Act;

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(d) the entry of a decree of judicial dissolution of the Company under the Act.

Each Member agrees that, to the fullest extent permitted by law, it will not dissolve itself or the Company or resign from the Company except as set forth above in this Section 12.1.

12.2 Liquidation and Termination.

(a) On dissolution of the Company, the Managing Member shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:

(i) As promptly as reasonably practicable after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountant of the Company’s Assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(ii) The liquidator shall pay from Company funds all of the debts and liabilities of the Company or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine).

(iii) With respect to the remaining Assets of the Company:

(A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company Assets (subject to any and all restrictions to which the Project is subject), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and

(B) with respect to all Company Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (b) of the definition of Value.

(iv) Any Company Items of income and gain (including any such items attributable to the disposition or deemed disposition of Assets pursuant to Section 12.2(a)(iii) and the ITC) for the Taxable Year during which the distribution of liquidation proceeds occurs that have not been allocated pursuant to the Regulatory Allocations shall be allocated among the Members in such manner as to ensure that, to the greatest extent feasible, following these allocations, the balances in the Capital Accounts of the Members

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are expected to result in distributions pursuant to Section 12.2(a)(v) in accordance with the following target liquidation distributions:

(A) first, if any Member has a negative capital account balance, to such Members in proportion to and to the extent of such negative capital account balance;

(B) second, if any portion of the ITCs are recaptured as a result of the liquidation, the effect of such recapture shall be taken into account in determining the allocation of any Company Items of income and gain;

(C) third, if any Class A Member has not achieved the Class A Member Base Return, among the Members in an effort to set the Capital Account of each Class A Member, after taking into account the allocations set forth above, at a level that will allow it to reach the Class A Member Base Return as a result of receiving the liquidating distributions;

(D) fourth, if items of income or gain are allocated to such Class A Members pursuant to the first clause, then additional income or gain will be allocated to such Class A Members in an effort to set the Capital Account of such Class A Members at a level that will upon liquidation eliminate any additional tax liability (determined using an assumed rate equal to the Highest Marginal Rate) resulting from all of the additional allocations of income or gain set forth in the first clause and this clause; and

(E) thereafter, to the Members in accordance with the sharing ratios set forth in Section 5.1(a)(ii).

Notwithstanding the foregoing, in the event that the allocations set forth in this Section 12.2(a)(iv) result in either (i) the Class B Members failing to be allocated at least one percent (1%) or (ii) the Class A Members failing to be allocated at least five percent (5%), of each material Company Item for the Taxable Year during which the distribution of liquidation proceeds occurs, Company Items shall be reallocated among the Class B Members and the Class A Members, to the extent necessary, to cause (x) the Class B Members to be allocated at least one percent (1%) and (y) the Class A Members to be allocated at least five percent (5%), of each material item of gross income, gain, loss, deduction and credit for the Taxable Year during which the distribution of liquidation proceeds occurs.

(v) After giving effect to all allocations (including those under Section 4.2 and Section 12.2(a)(iv)), all prior distributions (including those under Section 5.1) and all Capital Contributions (including those under Article III and Section Error! Reference source not found.) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with the positive balances in their Capital Accounts.

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(vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 12.2 shall be made by the end of the Company Taxable Year in which a Liquidating Event occurs (or if later, within ninety (90) days after the date of such Liquidating Event).

(b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

12.3 Deficit Capital Accounts.

(a) In the event a Class A Member’s interests in the Company are “liquidated” within the meaning of Regulation § 1.704-1(b)(2)(ii)(g), if such Class A Member has a deficit Capital Account balance, calculated in each case in accordance with Section 12.2 and the other provisions of this Agreement without regard to such Class A Member’s obligation pursuant to this Section 12.3(a) (provided, that to the extent disregarding such obligation in calculating such amount is inconsistent with law, such Class A Member’s obligation pursuant to this Section 12.3(a) shall be taken into account in such calculation), then such Class A Member shall be obligated to pay to the Company cash in an amount equal to such deficit balance by the end of the Taxable Year during which the liquidation of the Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the restoration obligation of such Class A Member shall not be more than its Class A DRO Cap. Each Class A Member shall have the right with written consent of the Class B Members and written notice to the Company (the “DRO Notice”), to elect to increase its Class A DRO Cap to the amount specified in such DRO Notice. Notwithstanding the foregoing, after such point in time at which the absolute value of a Class A Member’s deficit Capital Account equals its Class A DRO Cap, the Class A DRO Cap shall be adjusted downward (but not increased) at the end of each Taxable Year to an amount equal to the absolute value of the deficit (if any) in the Class A Member’s Capital Account at the end of such Taxable Year. Nothing contained in this Agreement shall obligate the Class A Members to issue a DRO Notice. A DRO Notice given by a Class A Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party.

(b) Notwithstanding any other provision of this Agreement to the contrary, upon liquidation of a Class B Member’s interest in the Company (whether or not in connection with a liquidation of the Company), no Class B Member shall have any liability to restore any deficit in its Capital Account. In addition, no allocation to any Class B Member of any loss, whether attributable to depreciation or otherwise, shall create any asset of or obligation to the Company, even if such allocation reduces the Capital Account of any Class B Member or creates or increases a deficit in such Capital Account; it is also the intent of the Class B Members that no Class B Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company. No creditor of the Company is intended as a third-party beneficiary of this Agreement nor shall any such creditor have any rights hereunder.

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12.4 Termination.

On completion of the satisfaction of liabilities and distribution of Assets as provided in this Agreement, the Managing Member or the liquidator (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and cancel any other filings made as provided in Section 2.1, and shall take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate. All costs and expenses in fulfilling the obligations under this Section 12.4 shall be borne by the Company.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Offset.

From and after the Flip Date, whenever the Company is to pay any sum to any Member, any amounts then owed by such Member to the Company may be deducted from such sum before payment.

13.2 Notices.

All notices, consents, demands, requests or other communications which may be or are required to be given under this Agreement shall be in writing and shall (a) be sent by overnight courier, messenger, facsimile or by electronic mail when confirmed by a reply electronic mail from the recipient, or United States mail, addressed to the recipient, postage paid, and registered or certified, return receipt requested, or delivered to the recipient in person, (b) be sent or delivered at the addresses set forth on the signature page of this Agreement or such other address as a Member may specify by notice to the Company and the other Members, or (c) be Made Available in the Data Room. Any notice, request or consent to the Company must be given to the Managing Member. Notices, consents, demands, requests and other communications shall be deemed effective or served on the date of receipt. The use of the phrase “the date of” when referring to notices delivered under this Agreement means the date of receipt of such notice in accordance with this Section 13.2.

13.3 Counterparts.

This Agreement may be executed in one or more counterparts, each bearing the signatures of one or more Members. Each such counterpart shall be considered an original and all of such counterparts shall constitute a single agreement binding all the parties as if all had signed a single document. 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.

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13.4 Governing Law and Severability.

This Agreement shall be construed, interpreted and enforced in accordance with the internal laws and decisions of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions of any other state or jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any provision of this Agreement shall be contrary to any other Applicable Law, at the present time or in the future, such provision shall be deemed null and void, but this shall not affect the legality of the remaining provisions of this Agreement. This Agreement shall be deemed to be modified and amended so as to be in compliance with Applicable Law and this Agreement shall then be construed in such a way as will best serve the intention of the Parties at the time of the execution of this Agreement.

13.5 Entire Agreement.

This Agreement, including any Schedules and Exhibits, together with the other Transaction Documents, constitutes the entire agreement among the Members regarding the terms and operations of the Company, except as amended in writing pursuant to the requirements of this Agreement, and supersedes all prior and contemporaneous agreements, statements, understandings and representations of the Parties.

13.6 Effect of Waiver or Consent.

A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations under this Agreement, or any Transaction Document is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement, or any Transaction Document. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to its obligations under this Agreement, or any Transaction Document, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute of limitations period has run.

13.7 Amendment or Modification.

Except as otherwise provided herein, this Agreement may be amended or modified from time to time only by a written instrument executed by all Members.

13.8 Parties in Interest.

Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and inures to the benefit of the Members 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.

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13.9 Further Assurances.

In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions contemplated here, including all filing, recording, publishing and other acts appropriate to comply with all requirements for the operation of a limited liability company under the laws of all jurisdictions where the Company shall conduct business.

13.10 Jurisdiction.

The Parties agree to submit to the exclusive jurisdiction of the courts of the State of Delaware, the Supreme Court of the State of New York and the Federal District Court located in the Borough of Manhattan, State of New York, and any court of appeal from any such court, in connection with any action or other proceeding relating to this Agreement or the transactions contemplated by the Purchase Agreement. Each Party irrevocably waives and agrees not to make, to the fullest extent permitted by Applicable Law, any objection which it may now or hereafter have to the jurisdiction of any such court or to the laying of venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(SIGNATURE PAGES FOLLOW)

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

Class B Member:

PRAIRIE CLASS B LLC


			By:
			Name:
			Title:

Address for Notices:

Prairie Class B LLC

c/o MN8 Energy LLC

1155 Avenue of the Americas, 27th Floor

New York, NY 10036

Attn: Legal

Email: notices@mn8energy.com

Attn:

Email:

SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT

OF PRAIRIE BX LLC

Class A Member:

LONGPOINT PRAIRIE CLASS A, LLC


			By:
			Name:
			Title:

Address for Notices:

345 Park Avenue, 31st Floor

New York, NY 10154

Attn: Zachary Rubenstein; James Diversi; Judson Finnegan

E-mail: Zachary.Rubenstein@Blackstone.com; James.Diversi@Blackstone.com; Judson.Finnegan@Blackstone.com

Credit-USPrivateCoordination@Blackstone.com

SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT

OF PRAIRIE BX LLC

EXHIBIT A

[Omitted.]

Exhibit A

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT B

MEMBERS; INITIAL CAPITAL ACCOUNT BALANCES

[Omitted.]

Exhibit B

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT C

Form of Limited Liability Company Interest Certificate

[Omitted.]

Exhibit C

LLC AGREEMENT (PRAIRIE BX LLC)

INSTRUMENT OF TRANSFER OF

MEMBERSHIP INTEREST IN

[Omitted.]

Exhibit C

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT D

Form of Assignment Agreement

[Omitted.]

Exhibit D

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT E

Initial Approved Budget

[Omitted.]

Exhibit E

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT F-1

From of Operating Report

[Omitted.]

Exhibit F-1

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT F-2

From of Distribution Date Report

[Omitted.]

Exhibit F-2

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT G-1

Form of Independent Engineer’s Mechanical Completion Certificate

[Omitted.]

Exhibit G-1

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT G-2

Form of Independent Engineer’s Substantial Completion Certificate

[Omitted.]

Exhibit G-2

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT H-1

Form of Beginning of Construction Certificate

[Omitted.]

Exhibit H-1

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT H-2

Form of Beginning of Construction Bring-Down Certificate

[Omitted.]

Exhibit H-2

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT I-1

[Reserved]

Exhibit I-1

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT I-2

[Reserved]

Exhibit I-2

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT J-1

Form of Energy Community Certificate

Exhibit J-1

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT J-2

Form of Energy Community Bring-Down Certificate

Exhibit J-2

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT K

Form of Estoppel Certificates

Exhibit K

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT L

[Reserved]

Exhibit L

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT M-1

[Reserved]

Exhibit M-1

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT M-2

[Reserved]

Exhibit M-2

LLC AGREEMENT (PRAIRIE BX LLC)

EXHIBIT N

Form of Payoff Letter

Exhibit N

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 1

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 2

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 3

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 5.1(a)(i)(A)

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 5.1(a)(i)(B)

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 5.1(b)

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 6.8

LLC AGREEMENT (PRAIRIE BX LLC)

Schedule 1

PURCHASE AGREEMENT (PRAIRIE BX LLC)


			Exhibit A - 173			PURCHASE AGREEMENT

EXHIBIT C

INTERPARTY AGREEMENT

CONSENT AND AGREEMENT

This CONSENT AND AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Consent”), dated as of November 3, 2025, is executed by and among LONGPOINT PRAIRIE CLASS A, LLC, a Delaware limited liability company (together with its successors, designees and assigns, “Contracting Party”), PRAIRIE CLASS B LLC, a Delaware limited liability company (“Class B Member”), MN8 BLEEKER 2 LLC, a Delaware limited liability company (“OpCo Borrower 2”), MN8 DEVCO 3 LLC, a Delaware limited liability company (“DevCo Borrower” and together with the OpCo Borrower 2 and MN8 FMG Class B LLC (“OpCo Borrower 1”), each, a “Borrower” and together, the “Borrowers”) and NATIXIS, NEW YORK BRANCH, in its capacity as the collateral agent (together with its successors, designees and assigns, in such capacity, “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement described below, the “Secured Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

A. OpCo Borrower 2 is the sole owner of one hundred percent (100%) of the Class B Member;

B. Class B Member is the sole owner of one hundred percent (100%) of the Class B Units in Prairie BX LLC a Delaware limited liability company (“Company”), and Contracting Party is the sole owner of one hundred percent (100%) of the Class A Units in Company. Upon the MC Funding Date (as defined in the Assigned Agreement, as defined below) pursuant to that certain Purchase Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and between Company and DevCo Borrower (“Seller”), Company will purchase from Seller and thereafter will own Prairie Solar 1, LLC, Delaware limited liability company (the “Project Company”), which owns, is constructing and will operate an approximately 183 MW(dc) solar generating facility located in Champaign County, Illinois (the “Project”);

C. The Borrowers have entered into that certain Credit Agreement, dated as of December 31, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of May 6, 2025, that certain Second Amendment to Credit Agreement, dated June 12, 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, dated as of August 27, 2025, that certain Seventh Amendment and Consent to Credit Agreement, dated as of September 2, 2025, and that certain Waiver Number 2 and Eighth Amendment to Credit Agreement, dated as of October 14, 2025] (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the financial institutions from time to time party thereto as lenders and issuing banks (collectively, the “Lenders”), Natixis, New York Branch, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), Collateral Agent, and the other agents and persons party thereto,

LLCA CONSENT

(PRAIRIE)

pursuant to which, among other things, the Lenders thereunder have agreed to extend financing to the Borrowers with respect to the development, construction, ownership, operation and maintenance of the Project.

D. Class B Member and Contracting Party have entered into that certain Amended and Restated Limited Liability Company Agreement of Company, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Assigned Agreement”).

E. As a condition to the extension of credit under the Credit Agreement, the Project Company, the Borrowers, the Company, the Class B Member and the other Grantors party thereto have entered into that certain Guaranty, Pledge and Security Agreement, dated as of December 31, 2024, as amended by that certain Consent and Second Omnibus Amendment, dated as of August 27, 2025, with Administrative Agent and Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”)

F. As a condition to the extension of credit under the Credit Agreement, MN8 Energy Development Company LLC, a Delaware limited liability company (“Devco Pledgor”) has entered into that certain Pledge Agreement, dated as of December 31, 2024, with Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “DevCo Pledge Agreement”), MN8 Bleeker 2 HoldCo LLC, a Delaware limited liability company (“OpCo 2 Pledgor”) has entered into that certain Pledge Agreement, dated as of July 9, 2025, with Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “OpCo 2 Pledge Agreement” and, together with the Security Agreement and the DevCo Pledge Agreement, the “Security Documents”), pursuant to which, among other things, (A) the Project Company has collaterally assigned and granted to Collateral Agent for the benefit of the Secured Parties a first-priority security interest in all of the Project Company’s assets until the SC Funding Date (collectively, the “Project Company Assigned Collateral Interests”); (B) the Company has collaterally assigned and granted to Collateral Agent for the benefit of the Secured Parties a first-priority security interest in all of the Company’s assets, including the Company’s membership interests in the Project Company until the SC Funding Date (collectively, the “Company Assigned Collateral Interests”); (C) OpCo Borrower 2 has collaterally assigned and granted to Collateral Agent for the benefit of the Secured Parties a first-priority security interest in all of OpCo Borrower 2’s assets (collectively, the “OpCo Borrower 2 Assigned Collateral Interests”), (D) Class B Member has collaterally assigned and granted to Collateral Agent for the benefit of the Secured Parties a first-priority security interest in all of Class B Member’s assets, including its rights, title and interest in, to and under the Assigned Agreement (collectively, the “Class B Member Assigned Collateral Interests”) and (E) OpCo 2 Pledgor has collaterally assigned to Collateral Agent for the benefit of the Secured Parties a first-priority security interest in all of Pledgor’s membership interests in OpCo Borrower 2 (the “OpCo Borrower 2 Parent Assigned Collateral Interests” and, together with the Project Company Assigned Collateral Interests, Company Assigned Collateral Interests, OpCo Borrower 2 Assigned Collateral Interests and the Class B Member Assigned Collateral Interests, the “Assigned Collateral Interests”), in each case as collateral security for

LLCA CONSENT

(PRAIRIE)

satisfaction of all Obligations (as defined in the Credit Agreement) under the Credit Documents (as used herein, as defined in the Credit Agreement).

G. It is a requirement under the Assigned Agreement and the Credit Agreement and the other Credit Documents that Contracting Party and the other parties hereto shall have executed this Consent.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything to the contrary in the Assigned Agreement, as follows:

1. Consent and Agreement. Contracting Party:

(a) acknowledges and consents in all respects to the assignment of the Assigned Collateral Interests as collateral security to Collateral Agent, for the benefit of the Secured Parties, pursuant to the Credit Documents and the terms hereof;

(b) acknowledges the right (but not the obligation) of Collateral Agent in the exercise of its rights and remedies under the Credit Agreement and the other Credit Documents, upon notice to Contracting Party that an Event of Default (as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement (an “Enforcement Action Notice”), to cure any defaults of Class B Member, and make all demands, give all notices, take all actions, and exercise all rights of Class B Member under the Assigned Agreement, and Contracting Party agrees to accept any such exercise in accordance with and subject to the terms and conditions of this Consent and the Assigned Agreement; and

2. Acknowledgements. Each of OpCo Borrower 2, Class B Member and Collateral Agent acknowledges and agrees that (1) Contracting Party is authorized to perform its obligations under the Assigned Agreement upon Collateral Agent exercising its rights under this Consent in accordance with and subject to the terms and conditions of this Consent and the Assigned Agreement, and that Contracting Party shall not bear any liability to Class B Member or Collateral Agent in connection therewith and (2) if the Collateral Agent provides any written notice of a Default or Event of Default to OpCo Borrower 2, the Collateral Agent shall promptly provide a copy of such notice to the Contracting Party, and, at any time after the MC Funding Date and prior to the SC Funding Date, the Contracting Party shall have the right, but not the obligation, to cure any such default on behalf of OpCo Borrower 2 and the Project Company during any applicable cure period provided under the Credit Agreement or any other applicable Credit Document, plus a period of (i) five (5) Business Days for a payment related Default or Event of Default and (ii) thirty (30) days for any non-payment related Default or Event of Default, in each such case, following the later of the date such Default or Event of Default has

LLCA CONSENT

(PRAIRIE)

been notified to the Contracting Party and the expiration date of any such cure period available to OpCo Borrower 2 or the Project Company under the Credit Documents, during which period the Collateral Agent and Secured Parties shall refrain from consummating any foreclosure remedies on the Project Company Assigned Collateral Interests and Company Assigned Collateral Interests; provided that, such cure right may not be exercised more than two (2) times.

3. Initial Transferee.

(a) Notwithstanding anything to the contrary in the Assigned Agreement, Contracting Party agrees that, if Collateral Agent delivers an Enforcement Action Notice to Contracting Party and notifies Contracting Party in writing that Collateral Agent has elected to exercise its rights and remedies pursuant to the Credit Documents with respect to the foreclosure (whether judicial or nonjudicial) or sale of the OpCo Borrower 2 Parent Assigned Collateral Interests (or any portion thereof), OpCo Borrower 2 Assigned Collateral Interests (or any portion thereof) or Class B Member Assigned Collateral Interests (or any portion thereof), then Collateral Agent or its nominee, transferee, designee or assignee, including any purchaser in the foreclosure or sale in lieu thereof (such Person, the “Initial Transferee”) shall, provided that (i) such Initial Transferee is a Qualified Transferee (provided that (1) such requirement shall not apply if the Initial Transferee is the Collateral Agent and (2) a Person that is owned and controlled by the Collateral Agent (or the other Secured Parties) shall be deemed to satisfy the requirements of the definition of “Qualified Transferee” so long as it satisfies the requirement described in clause (a) of the definition of “Qualified Transferee” or has retained a Person with the experience described in clause (a) of the definition of “Qualified Transferee” to provide the management services required of the Managing Member pursuant to the Assigned Agreement) and (ii) the Transfer Protection Conditions are satisfied (provided that (1) the requirements set forth in Section 9.3(g)(iii) of the Assigned Agreement shall not apply if the Initial Transferee is the Collateral Agent or a Person that is owned and controlled by the Collateral Agent (or the other Secured Parties) or if the Initial Transferee has a credit rating described in clause (b)(i) of the definition of “Qualified Transferee” or has a consolidated tangible net worth under GAAP of at least $500,000,000; provided, further, that, to the extent a replacement guaranty is required to be provided, such replacement guaranty shall not be required to cover any obligations for claims of Contracting Party against the Guarantor arising during or relating to the period prior to the foreclosure or sale in lieu thereof, (2) the requirements set forth in Section 9.3(g)(ii) of the Assigned Agreement shall be deemed satisfied upon delivery to the Contracting Party of a copy of the membership interest certificate representing the Class B Units that have been pledged by the Class B Member pursuant to the Security Agreement and a copy of an executed transfer power effectuating the transfer to the Initial Transferee, and (3) any payment of expenses required under Section 9.3(h) of the Assigned Agreement shall be deemed satisfied if such amount is paid by the Transferring Member or the Transferee), to the extent such transfer is of the Class B Member Assigned Collateral Interests (or any portion thereof), be substituted for Class B Member under the Assigned Agreement, including as the Managing Member thereunder and Contracting Party shall recognize the Initial Transferee as the applicable counterparty under the Assigned Agreement and, such transfer shall be deemed permitted under the Assigned Agreement, and the Contracting Party shall continue to perform its obligations under the Assigned Agreement in accordance with and subject to the terms and conditions of the Assigned

LLCA CONSENT

(PRAIRIE)

Agreement; provided, however, that, subject to clause (2) of the proviso in Section 3(a)(ii) hereof, to the extent such transfer is of the Class B Member Assigned Collateral Interests, the Initial Transferee has assumed in writing all of Class B Member’s rights and obligations under the Assigned Agreement (the date of such assumption, the “Assumption Date”); provided that, such assumption of rights and obligations shall not include the assumption of any liabilities for claims of Contracting Party against Class B Member arising during or relating to the period prior to the Initial Transferee’s succession to Class B Member’s interest in and under the Assigned Agreement and this Consent. From and after delivery of an Enforcement Action Notice and, if applicable, the occurrence of the Assumption Date, (a) the conditions set forth in Section 3.7(j) of the Assigned Agreement shall cease to apply, and (b) references to the Guarantor in clause (i) Section 3.7(e) and clause (i) of Section 3.8(c) shall be deemed to refer to the Initial Transferee (or its guarantor). For the avoidance of doubt, any subsequent transfer of the Class B Member Parent Assigned Collateral Interests or Class B Member Assigned Collateral Interests by an Initial Transferee shall be subject to the terms and conditions of the Assigned Agreement, including Section 9.2 thereof.

(b) The Initial Transferee shall not be liable for any breach or indemnity under the Assigned Agreement occurring or relating to the period prior to the Assumption Date or any breach by the Guarantor (as defined in the Assigned Agreement) under the Guaranty (as defined in the Assigned Agreement), whether arising prior to or after Collateral Agent’s delivery of the Enforcement Action Notice; provided, however, that Collateral Agent hereby agrees that the foregoing language shall have no effect on Contracting Party’s rights under Section 5.4 of the Assigned Agreement (Satisfaction of Certain Obligations of the Class B Members to the Class A Members) as it relates to indemnity claims arising during or otherwise relating to the period prior to or after any transfer or assignment to Initial Transferee.

4. Buyout Event and Managing Member Provisions.

(a) Notwithstanding anything to the contrary set forth in Section 9.6 (Buyout Events) of the Assigned Agreement, if, prior to the consummation of any exercise by Contracting Party of its rights under Section 9.6 (Buyout Events) of the Assigned Agreement in respect of the Class B Interest (as defined in the Assigned Agreement) as a result of a Buyout Event (as defined in the Assigned Agreement) occurring under Section 9.6 (Buyout Events) of the Assigned Agreement, Collateral Agent has delivered written notice to Contracting Party of Collateral Agent’s intention to exercise its rights under Section 3, Collateral Agent shall have the right to exercise its rights under Section 3 prior to Contracting Party exercising its rights under Section 9.6 (Buyout Events) of the Assigned Agreement (and upon such exercise, such Buyout Event shall be deemed to be cured).

(b) Notwithstanding anything to the contrary set forth in Section 6.3 (Resignation and Removal of Managing Member) of the Assigned Agreement and subject to Section 4(c) below, (i) prior to the removal of Class B Member as the Managing Member under the Assigned Agreement, Collateral Agent shall have the right to exercise its rights under Section 3 prior to the Contracting Party’s replacement of Class B Member

LLCA CONSENT

(PRAIRIE)

as the Managing Member under the Assigned Agreement; and (ii) in the case of a direct or indirect foreclosure on or transfer of the Class B Interest, the Initial Transferee shall have the right to become (or in the case of an indirect foreclosure or transfer, cause the Class B Member to be reinstated as) the Managing Member under the Assigned Agreement subject to Section 3, so long as such Initial Transferee satisfies the requirements described in clause (a) of the definition of “Qualified Transferee” or has retained a Person with the experience described in clause (a) of the definition of “Qualified Transferee” to provide the management services required of the Managing Member pursuant to the Assigned Agreement) and without the need for election by any other Members, or the consent of the removed Member; provided, however, that, in each case, such Initial Transferee has cured any breach of the Assigned Agreement that triggered Contracting Party’s right to replace the Managing Member, solely to the extent that such event is reasonably capable of cure by such Initial Transferee.

(c) If Contracting Party intends to exercise any of its rights described in Section 6.3 (Resignation and Removal of Managing Member) or Section 9.6 (Buyout Events) of the Assigned Agreement, Contracting Party shall provide written notice of such intent (the “Notice of Intent”) to Collateral Agent, and Collateral Agent shall notify Contracting Party within thirty (30) days of receipt of the Notice of Intent that it has or will within the ninety (90) days after receipt of the Notice of Intent from Contracting Party, initiate foreclosure (or similar) proceedings. Provided that Collateral Agent initiates such proceedings within such ninety (90) day period (or, if any court order or commencement of such stay, injunction or bankruptcy or insolvency proceeding prevents Collateral Agent from initiating its foreclosure (or similar) remedies, such ninety (90) day period as extended on a day-for-day basis for any day during which Collateral Agent is so prevented from initiating its foreclosure (or similar) remedies for up to a maximum aggregate period of one hundred and eighty (180) days after the receipt of Notice of Intent)), and so long as Collateral Agent is diligently pursuing its foreclosure (or similar) proceedings during such period, Contracting Party will not exercise its removal rights under Section 6.3 (Resignation and Removal of Managing Member) of the Assigned Agreement or its buyout rights under Section 9.6 (Buyout Events) of the Assigned Agreement.

5. Replacement Agreement. Contracting Party hereby agrees that, in the event that the Assigned Agreement is rejected or terminated as a result of any bankruptcy or insolvency or similar proceeding involving Class B Member or the Company and, if after such rejection or termination, Collateral Agent shall so request, Contracting Party shall execute and deliver to Collateral Agent a new agreement (the “Replacement Agreement”), pursuant to which Contracting Party shall agree to perform the obligations contemplated to be performed by Contracting Party under the Assigned Agreement and which shall be for the balance of the remaining term under the Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the Assigned Agreement (except for any requirements which have been fulfilled by Class B Member or Contracting Party prior to such rejection or termination and any conforming changes necessitated by the substitution of parties).

LLCA CONSENT

(PRAIRIE)

6. No Liability. Contracting Party acknowledges and agrees that neither Collateral Agent nor the Secured Parties (nor any successor(s), assignee(s), designee(s), nor other representative of Collateral Agent or the Secured Parties) shall have any liability or obligation under the Assigned Agreement as a result of exercising its rights under this Consent (other than as Initial Transferee under Section 3, if applicable), the Credit Agreement or any other Credit Document, nor shall Collateral Agent nor the Secured Parties (nor any successor(s), assignee(s), designee(s), nor other representative of Collateral Agent or the Secured Parties), be obligated or required to perform any of the Class B Member’s obligations under the Assigned Agreement, except in each case during any period in which Collateral Agent has elected to become the Initial Transferee with respect to the Class B Assigned Collateral Interests (or any portion thereof) pursuant to Section 3 (in which case the Initial Transferee shall assume in writing all of the Class B Member’s rights and obligations under the Assigned Agreement in accordance with Section 3) or a counterparty to a Replacement Agreement under Section 6. In the event Collateral Agent assumes or becomes liable as contemplated by Section 3 or otherwise, the Collateral Agent’s liability under the Assigned Agreement shall be limited to the Collateral Agent’s interest in the Project.

7. Representations and Warranties. Contracting Party hereby represents and warrants to Borrowers, Class B Member and Collateral Agent as of the date of this Consent that:

(a) Contracting Party is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to execute, deliver and perform its obligations under the Assigned Agreement and this Consent;

(b) The execution, delivery and performance by Contracting Party of the Assigned Agreement and this Consent (i) have been duly authorized by all necessary limited liability company action, (ii) do not and will not require any further consents or approvals which have not been obtained, (iii) do not violate any applicable law, regulation, order, judgment or injunction and (iv) do not breach any agreement presently in effect with respect to or binding on Contracting Party except (in the case of clauses (ii) - (iv)) for any breaches that would not reasonably be expected to have a material adverse effect on the ability of Contracting Party to perform its obligations under this Consent and the Assigned Agreement;

(c) This Consent and the Assigned Agreement are legal, valid and binding obligations of Contracting Party, enforceable against Contracting Party in accordance with their respective terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the extent that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought; and

(d) There are no disputes between Class B Member and Contracting Party with respect to the Assigned Agreement.

LLCA CONSENT

(PRAIRIE)

8. Notices. Any communications between the parties hereto or notices provided herein to be given, may be given to the following addresses:


			If to Contracting Party:						Longpoint Prairie Class A, LLC, 345 Park Avenue, 31st Floor New York, NY 10154 Attn: Zachary Rubenstein; Judson Finnegan E-mail: [*]; [*]; Credit-USPrivateCoordination@Blackstone.com


			If to Collateral Agent:						Natixis, New York Branch, as Administrative Agent 1251 Avenue of the Americas, 5th Floor New York, NY 10020 Attention: Hana Beckles Email: adminagency@natixis.com

			If to OpCo Borrower 2:						MN8 DevCo 3 LLC 1155 Avenue of the Americas 27th Floor, New York, NY 10036 Attention: General Counsel Email: notices@mn8energy.com

									With copy to:

									MN8 Energy LLC 1155 Avenue of the Americas 27th Floor, New York, NY 10036 Attention: General Counsel Email: notices@mn8energy.com

			If to DevCo Borrower:						MN8 Bleeker LLC 1155 Avenue of the Americas 27th Floor, New York, NY 10036 Attention: General Counsel Email: notices@mn8energy.com

									With copy to:

									MN8 Energy LLC 1155 Avenue of the Americas 27th Floor, New York, NY 10036 Attention: General Counsel Email: notices@mn8energy.com

LLCA CONSENT

(PRAIRIE)


			If to Class B Member:						Prairie Class B LLC 1155 Avenue of the Americas 27th Floor, New York, NY 10036 Attention: General Counsel Email: notices@mn8energy.com

									With copy to:

									MN8 Energy LLC 1155 Avenue of the Americas 27th Floor, New York, NY 10036 Attention: General Counsel Email: notices@mn8energy.com

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by telecopy, confirmed by telephone, or (e) if sent by email, with receipt of an affirmative email response. Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or email shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is transmitted if transmitted before 4:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder by providing thirty (30) days’ prior written notice to the other parties in the manner set forth herein above.

9. Binding Effect; Amendments; Termination. This Consent shall be binding upon and shall inure to the benefit of the successors and permitted transferees and assigns of Contracting Party, OpCo Borrower 2, DevCo Borrower, Class B Member, Collateral Agent and the Secured Parties; provided further that, Contracting Party’s rights and obligations hereunder shall automatically transfer to any successor or permitted transferee or assign of Contracting Party under the Assigned Agreement and Collateral Agent’s rights and obligations hereunder shall automatically transfer to any successor or permitted transferee or assign of Collateral Agent under the Credit Agreement; provided further that, with respect to any Transfer by Contracting Party of its Class A Units under the Assigned Agreement, Contracting Party shall cause the transferee or assignee to execute an accession agreement in the form of Exhibit A attached hereto. No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by Contracting Party, Collateral Agent, OpCo Borrower 2, DevCo Borrower and Class B Member; provided that this Consent and all rights and obligations

LLCA CONSENT

(PRAIRIE)

of the Contracting Party, the Collateral Agent and the Secured Parties hereunder shall automatically terminate upon the Discharge Date.

10. Governing Law. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE PARTIES HERETO HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL AT ITS NOTICE ADDRESS PROVIDED PURSUANT TO SECTION 9 HEREOF. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11. Forbearance.

(a) At any time after the MC Funding Date and prior to the SC Funding Date, the Collateral Agent hereby acknowledges and agrees that as a condition precedent to exercising any foreclosure remedies in respect of any Event of Default (as defined in the Credit Agreement) under the Credit Documents with respect to the assets of the Company (other than any Collateral Account or assets held therein), assets of the Project Company or membership interests issued by the Project Company, or applying casualty insurance proceeds received with respect to any total loss of the Project to the mandatory prepayment of any amounts owed under the Credit Documents, the Collateral Agent shall give prior written notice to the Contracting Party of such Event of Default and shall forbear from exercising any such remedies unless and until the Collateral Agent provides written notice to the Contracting Party of its intent to exercise such remedies and causes to be paid to the Contracting Party on behalf of the Class B Member an amount equal to the Class A Mechanical Completion Contributions (as defined in the Assigned Agreement) previously made. For the avoidance of doubt, none of the Collateral Agent, the Company, OpCo Borrower 2 or any Initial Transferee shall have any obligation to pay interest on

LLCA CONSENT

(PRAIRIE)

such amount returned to the Contracting Party pursuant to Section 3.11(a) of the Assigned Agreement.

(b) Notwithstanding anything to the contrary in the Credit Agreement or other Credit Documents, upon the MC Funding Date, automatically and without any further action of DevCo Borrower or the OpCo Borrowers, (x) DevCo Borrower shall be deemed to have assigned, and OpCo Borrowers shall be deemed to have assumed, joint and severally, all Obligations (as defined in the Credit Agreement) of DevCo Borrower under the Credit Agreement or other Credit Documents with respect to the Project, (y) DevCo Borrower shall no longer be a borrower or obligor under the Credit Agreement and the other Credit Documents with respect to the Project, and (z) the DevCo Borrower’s aggregate liability with respect to the Obligations under the Credit Agreement and the other Credit Documents shall be reduced by an amount equal to the Obligations so assigned to the OpCo Borrowers.

(c) Notwithstanding anything to the contrary in the Credit Agreement or other Credit Documents, the Collateral Agent, on behalf of all Secured Parties (as defined in the Credit Agreement) hereby agrees that upon and at all times following the MC Funding Date, the Collateral Agent shall not elect any remedies (including but not limited to any foreclosure remedy) against the Company, the Project Company or any collateral provided by the Company or the Project Company with respect to any Event of Default (as defined in the Credit Agreement) other than an Event of Default that arises primarily or solely out of or primarily or solely relates to the Project.

12. Severability. If any provision of this Consent is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Consent shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13. Counterparts. This Consent may be executed in any number of counterparts and by different parties hereto on separate counterparts and by electronic transmission and when executed and delivered by all of the parties listed below shall constitute a single binding agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. Delivery of an executed counterpart of a signature page to this Consent by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Consent. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this Consent and the transactions contemplated hereby and thereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the parties, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable

LLCA CONSENT

(PRAIRIE)

law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, the California Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

14. Headings. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent.

15. Interpretation. All references in this Consent to any document, instrument or agreement (a) shall include all contract variations, change orders, exhibits, schedules and other attachments thereto, and (b) shall include all documents, instruments or agreements issued or executed in replacement or as predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. In the event of any conflict between the terms, conditions and provisions of this Consent and the Assigned Agreement (as in effect on the date hereof), the terms, conditions and provisions of this Consent shall prevail.

16. Collateral Agent. Any entity into which the Collateral Agent may be merged or converted or with which it may be consolidated, any entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, any entity to which all or substantially all of the corporate trust business of the Collateral Agent may be sold or otherwise transferred or any entity appointed as a successor collateral agent pursuant to the Credit Agreement, in each case, shall be the successor Collateral Agent hereunder without any further act. In the performance of its obligations hereunder, the Collateral Agent shall be entitled to all of the rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Credit Agreement and the related documents, and shall exercise all rights and remedies hereunder and provide any consents, directions, approvals, acceptances, determinations, certifications, rejections or other similar actions pursuant to this Consent in accordance with directions received from the applicable Secured Parties, and shall have no liability for taking any such actions or failing to take any such actions in accordance with such directions (and shall not be liable for any failure or delay in taking such actions resulting from any failure or delay by such Secured Parties in providing such directions).

[SIGNATURES FOLLOW]

LLCA CONSENT

(PRAIRIE)

IN WITNESS WHEREOF, the undersigned, by its officer thereunto duly authorized, has duly executed this Consent as of the date first written above.


			LONGPOINT PRAIRIE CLASS A, LLC, a Delaware limited liability company



			By:
			Name:
			Title:

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)


			MN8 BLEEKER LLC, a Delaware limited liability company



			By:
			Name:
			Title:

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)


			MN8 DEVCO 3 LLC a Delaware limited liability company





			By:
			Name:
			Title:

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)


			PRAIRIE CLASS B LLC a Delaware limited liability company,





			By:
			Name:
			Title:

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)


			NATIXIS, NEW YORK BRANCH, as Collateral Agent



			By:
			Name:
			Title:

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)

EXHIBIT A

FORM OF ACCESSION AGREEMENT

[Omitted.]

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)

SIGNATURE PAGE TO LLCA CONSENT

(PRAIRIE)

EXHIBIT D

MIAA

MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT

This MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (this “Assignment”) is made and entered into as of November 3, 2025, by and between PRAIRIE BX LLC, a Delaware limited liability company (“Company”), and MN8 DEVCO 3 LLC, a Delaware limited liability company (“Seller”). Company and Seller are referred to collectively herein as the “Parties”. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement, dated as of November 3, 2025, by and between Company and Seller (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”).

RECITALS

WHEREAS, Seller owns directly, beneficially and of record all of the Equity Interests in Prairie Solar 1, LLC, a Delaware limited liability company (the “Project Company”).

WHEREAS, pursuant to and in accordance with the Agreement, Seller has agreed to sell, assign, convey, deliver and transfer to the Company all of Seller’s right, title and interest in and to the Equity Interests in the Project Company (the “Acquired Interests”) free and clear of all Encumbrances other than Permitted Liens, and the Company has agreed to purchase, acquire, accept and assume the Acquired Interests upon the terms and conditions set forth in the Agreement.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein and in the Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Seller does hereby, effective from and after the date hereof, sell, convey, assign, transfer and deliver unto the Company all of Seller’s right, title and interest in and to the Acquired Interests, to the Company and its successors and assigns for their exclusive use and benefit, and free and clear of all Encumbrances other than Permitted Liens. Simultaneously with the execution and delivery of this Assignment, the Parties acknowledge and agree that (a) the Company is hereby admitted to the Project Company as its sole member and (b) Seller is released in its capacity as manager and member of the Project Company.

The Company hereby purchases, acquires and accepts all of Seller’s right, title, and interests in and to the Acquired Interests and the Company agrees to assume all obligations and duties of Seller with respect to the Acquired Interests, and consents to be admitted to the Project Company as its sole member.

Each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under Applicable Laws, and execute and deliver such instruments, documents and other papers, as may be required to carry out the provisions of this Assignment and consummate and make effective the transactions contemplated by this Assignment.

Each of the Parties acknowledges and agrees that neither the representations and warranties nor the rights and remedies of the Parties under the Agreement shall be deemed to be enlarged, modified or altered in any way by this Assignment. This Assignment is subject to the terms and conditions of the Agreement in all respects, and, to the extent there shall arise a conflict between this Assignment and the Agreement, the Agreement shall control.

This Assignment shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors.

THIS ASSIGNMENT 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). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE CITY AND COUNTY OF NEW YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT. 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 SECTION 6 BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET FORTH IN SECTION 7.3 OF THE AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

This Assignment may be executed electronically in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Sections 7.7, 7.9(a) and 7.10 of the Agreement are hereby incorporated herein by reference, mutatis mutandis, as if fully set forth herein.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Assignment has been duly executed and delivered by a duly authorized representative of each of the Parties as of the date first above written.


SELLER:

MN8 DEVCO 3 LLC,
a Delaware limited liability company


By:	/s/ Jon Yoder
Name:		Jon Yoder
Title:		Authorized Signatory


COMPANY:

PRAIRIE BX LLC,
a Delaware limited liability company


By:	/s/ David Callen
Name:		David Callen
Title:		Authorized Signatory

SIGNATURE PAGE TO MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (PRAIRIE SOLAR 1, LLC)

EXHIBIT D-1

BX GUARANTY

[Signature Page to Class A Commitment Guarantee (MN8)]

Schedule I

EXHIBIT E

SPONSOR GUARANTY

[SPONSOR GUARANTY SIGNATURE PAGE]

EXHIBIT G

AMENDED SECURITY AGREEMENT

AMENDED AND RESTATED

GUARANTY, PLEDGE AND SECURITY AGREEMENT

(as amended by (i) that certain Consent and Second Omnibus Amendment, dated as of August

27, 2025, and (ii) that certain Consent and Third Omnibus Amendment, dated as of

November 3, 2025)

Dated as of July 9, 2025

by and between

MN8 DEVCO 3 LLC, a Delaware limited liability company,

MN8 BLEEKER 2 LLC, a Delaware limited liability company,

AMERICAN BEECH CLASS B LLC, a Delaware limited liability company,

AMERICAN BEECH SOLAR HOLDINGS LLC, a Delaware limited liability company,

AMERICAN BEECH SOLAR LLC, a North Carolina limited liability company,

MN8 FMG CLASS B LLC, a Delaware limited liability company,

MN8 FMG LLC, a Delaware limited liability company,

BLUEBIRD SOLAR LLC, a Kentucky limited liability company,

BLUEBIRD SOLAR INVESTMENTS LLC, a Kentucky limited liability company,

PRAIRIE SOLAR 1, LLC, a Delaware limited liability company,

PRAIRIE BX LLC, a Delaware limited liability company,

PRAIRIE SOLAR HOLDINGS LLC, a Delaware limited liability company,

PRAIRIE CLASS B LLC, a Delaware limited liability company,

(as the Grantors)

and




AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

NATIXIS, NEW YORK BRANCH,

as the Collateral Agent for the Secured Parties

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS			2

	Section 1.01	Certain Defined Terms	2

ARTICLE II THE COLLATERAL			10

	Section 2.01	Grant of Collateral	10
	Section 2.02	Perfection	1112
	Section 2.03	Delivery and Other Perfection	12
	Section 2.04	Other Financing Statements and Liens	14
	Section 2.05	Preservation and Protection of Security Interests	1314
	Section 2.06	Attorney-in-Fact	15
	Section 2.07	Intellectual Property.	16
	Section 2.08	Use of Collateral	17
	Section 2.09	Rights and Obligations	17
	Section 2.10	Termination	1617
	Section 2.11	Commercial Tort Claims	1819
	Section 2.12	Governmental Authorities	19
	Section 2.13	Special Provisions Relating to Pledged Ownership Interests	20

ARTICLE III REPRESENTATIONS			21

	Section 3.01	Organization; Power; Authorization; Validity	21
	Section 3.02	Title	2021
	Section 3.03	Intellectual Property	22
	Section 3.04	Commercial Tort Claims	22
	Section 3.05	Deposit and Securities Accounts	22
	Section 3.06	Pledged Ownership Interests	22
	Section 3.07	Consent to Transfer	23

ARTICLE IV COVENANTS			2426

	Section 4.01	Further Assurances	2426
	Section 4.02	Covenants	2526
	Section 4.03	Consent to Transfer	2527
	Section 4.04	Preservation of Collateral	2527

ARTICLE V REMEDIES			2527

	Section 5.01	Events of Default, Etc	2527
	Section 5.02	Deficiency	2729
	Section 5.03	Private Sale	2729
	Section 5.04	Cash Proceeds of Collateral	2729


	Section 5.05	Application of Proceeds	2830

ARTICLE VI GUARANTY			2830

	Section 6.01	Guaranty	2830
	Section 6.02	Guaranty and Grant of Security Interest Absolute	2931
	Section 6.03	Waivers and Acknowledgments	3334
	Section 6.04	Subrogation	3335
	Section 6.05	General Limitation on Guarantee Obligations	3335

ARTICLE VII MISCELLANEOUS PROVISIONS			3436

	Section 7.01	Communication	3436
	Section 7.02	Amendments	3638
	Section 7.03	Successors and Assigns	3638
	Section 7.04	Survival	3638
	Section 7.05	No Waiver; Remedies Cumulative	3638
	Section 7.06	Counterparts	3638
	Section 7.07	Captions	3739
	Section 7.08	Severability	3739
	Section 7.09	Governing Law; Waiver of Jury Trial; Jurisdiction and Process	3739
	Section 7.10	Entire Agreement	3840
	Section 7.11	Independent Obligations	3840
	Section 7.12	Expenses	3840
	Section 7.13	Collateral Agent	3840
	Section 7.14	Reinstatement	3941
	Section 7.15	Amendment and Restatement	3941


Annex 1			Organization and Chief Executive Office of the Grantors
Annex 2			Copyrights
Annex 3			Patents
Annex 4			Trademarks
Annex 5			Commercial Tort Claims
Annex 6			Deposit and Securities Accounts
Annex 7			Pledged Ownership Interests
Annex 8			Form of Guarantor Supplement

AMENDED AND RESTATED GUARANTY, PLEDGE AND SECURITY AGREEMENT

This AMENDED AND RESTATED GUARANTY, PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 9, 2025, is made by and between MN8 DEVCO 3 LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, “Devco Borrower”), MN8 BLEEKER 2 LLC a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, “Opco Borrower 2”), MN8 FMG CLASS B LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, “Opco Borrower 1” and, together with Opco Borrower 2, “Opco Borrowers”), AMERICAN BEECH CLASS B LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, “Class B Member (American Beech)”), AMERICAN BEECH SOLAR LLC, a limited liability company duly formed and validly existing under the laws of the State of North Carolina (together with its successors and permitted assigns, the “American Beech Project Company”), AMERICAN BEECH SOLAR HOLDINGS LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, “American Beech TE Partnership”), BLUEBIRD SOLAR LLC, a limited liability company duly formed and validly existing under the laws of the Commonwealth of Kentucky (together with its successors and permitted assigns, the “Bluebird Project Company”), BLUEBIRD SOLAR INVESTMENTS LLC, a limited liability company duly formed and validly existing under the laws of the Commonwealth of Kentucky (together with its successors and permitted assigns, the “Bluebird IRB SPV”), PRAIRIE SOLAR HOLDINGS LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Prairie Holdings”), PRAIRIE BX LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Prairie TE Partnership”), PRAIRIE CLASS B LLC, a Delaware limited liability company a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Class B Member (Prairie)”), PRAIRIE SOLAR 1, LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Prairie Project Company”), MN8 FMG LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with its successors and permitted assigns, the “Bluebird TE Partnership” and together with Devco Borrower, Opco Borrowers, American Beech Project Company, American Beech TE Partnership, Bluebird Project Company, Bluebird IRB SPV, the Prairie TE Partnership, Prairie Holdings, Class B Member (Prairie), Prairie Project Company and each Person that delivers a Guarantor Supplement in accordance with Section 4.04, the “Grantors”, and each a “Grantor”), and NATIXIS, NEW YORK BRANCH, in its capacity as collateral agent (in such capacity and together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties under and as defined in the Credit Agreement (the “Secured Parties”).


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

R E C I T A L S:

A. Pursuant to that certain Credit Agreement, dated as of December 31, 2024 (the “Original Credit Agreement”) among Devco Borrower, MN8 Bleeker LLC, a Delaware limited liability company (“Former Borrower”), the financial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of credit (the “LC Issuers”), the Collateral Agent, Natixis, New York Branch, as the Administrative Agent for the Lenders (the “Administrative Agent”), and the other parties party thereto, the Lenders agreed to extend credit to Devco Borrower and Former Borrower in the amounts specified and on the terms and subject to the conditions set forth therein.

B. The Original Credit Agreement was amended by (i) that certain First Amendment to Credit Agreement, dated as of May 6, 2025, (ii) that certain Second Amendment to Credit Agreement, dated June 12, 2025, (iii) that certain Consent and Omnibus Amendment, dated as of June 13, 2025 (the “Omnibus Amendment”), (iv) that certain Consent and Amendment, dated as of June 23, 2025, and (v) that certain Release, Joinder, Consent and Fifth Amendment to Credit Agreement (the “Fifth CA Amendment”) dated as of the date hereof, under which, among other things, each of the Opco Borrowers replaced the Former Borrower as Borrowers under the Credit Agreement (the Original Credit Agreement, as so amended and as may be further amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”).

C. Each of Devco Borrower, Opco Borrower 1, American Beech Project Company, Bluebird Project Company, Bluebird IRB SPV, Prairie Holdings, Prairie Project Company and Bluebird TE Partnership (collectively, the “Existing Grantors” and each, an “Existing Grantor”) and Former Borrower entered into that certain Security Agreement dated as of December 31, 2024 in favor of the Collateral Agent, as amended by the Omnibus Amendment (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”), to secure the Secured Obligations (as defined in the Existing Security Agreement).

D. The execution and delivery of this Agreement by the parties hereto is a condition to the effectiveness of the Fifth CA Amendment pursuant to Section 4(b) thereof.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Grantor hereby agrees with the Collateral Agent as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms.

(a) Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term (whether directly or by reference to another agreement or document) in Section 1.1 of the Credit Agreement as in effect on the date hereof (or as modified


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

with the consent of the applicable Secured Parties). The Rules of Interpretation set forth in Section 1.2 of the Credit Agreement are hereby incorporated by reference as if fully set forth herein.

(b) The terms “Accounts”, “Chattel Paper”, “Commercial Tort Claims”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Payment Intangible”, “Proceeds”, “Software”, and “Tangible Chattel Paper” have the respective meanings ascribed thereto in Article 9 of the UCC. The terms “Financial Assets”, “Securities Account” and “Security” have the respective meanings ascribed thereto in Article 8 of the UCC.

(c) In addition to the terms defined in the Credit Agreement, the preamble and the recitals, the following terms shall have the following respective meanings:

“AC1 ASOA” means AC1 ASOA LLC, a Delaware limited liability company.

“AC1 ASOA Pledged Ownership Interests” has the meaning assigned to that term in Section 2.01(l)(i)(C).

“Agreement” has the meaning assigned to that term in the Preamble.

“American Beech LLC Agreements” means collectively, (i) the Third Amended and Restated Operating Agreement of American Beech Solar LLC, dated December 27, 2024, with Devco Borrower as the Sole Member and (ii) the Second Amended and Restated Limited Liability Company Agreement of AC1 ASOA LLC, dated January 10, 2023, among the American Beech Project Company and Halifax County Solar LLC, as amended by Amendment to the Second Amended and Restated Limited Liability Company Agreement of AC1 ASOA LLC, dated April 14, 2023, among the American Beech Project Company, Edgecombe AC1 ASOA LLC and Halifax County Solar LLC.

“American Beech TE Partnership LLC Agreement” means (x) prior to the Transfer Date with respect to the American Beech Project, the Limited Liability Company Agreement of American Beech Solar Holdings LLC, dated as of June 30, 2025, with Class B Member (American Beech) as the sole member and (y) from and after the Transfer Date with respect to the American Beech Project, the Amended and Restated Limited Liability Company Agreement of American Beech Solar Holdings LLC, dated as of the Transfer Date with respect to the American Beech Project.

“American Beech TE Pledged Ownership Interests” means, the Opco Borrower 2 Subsidiary Pledged Ownership Interest that relate to the Class B Member (American Beech)’s ownership of the membership interests of the American Beech TE Partnership.

“American Beech Pledged Ownership Interests” means, (x) prior to the Transfer Date with respect to the American Beech Project, the Devco Borrower Subsidiary Pledged Ownership Interests that relate to Devco Borrower’s ownership of the membership interests of the American Beech Project Company and (y) from and after the Transfer Date with respect to the American


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Beech Project, the Opco Borrower 2 Subsidiary Pledged Ownership Interests that relate to the American Beech TE Partnership’s ownership of the membership interests of the American Beech Project Company.

“American Beech Project Company” has the meaning assigned to that term in the Preamble.

“American Beech TE Partnership” has the meaning assigned to that term in the Preamble.

“Assigned Agreements” shall mean all Project Documents to which a Grantor is a party and all other contracts, agreements, leases and other similar instruments related to the Projects and all amounts payable to any Grantor thereunder and all amendments, supplements, replacements, substitutions and renewals thereof and thereto.

“Bluebird TE Partnership LLC Agreement” means, the Amended and Restated Limited Liability Company Agreement of MN8 FMG LLC, dated as of the Omnibus Amendment Effective Date.

“Bluebird TE Pledged Ownership Interests” means, the Opco Borrower 1 Subsidiary Pledged Ownership Interest that relate to the Opco Borrower 1’s ownership of the membership interests of the Bluebird TE Partnership.

“Bluebird IRB SPV” has the meaning assigned to that term in the preamble.

“Bluebird IRB SPV LLC Agreement” means the Amended and Restated Operating Agreement of Bluebird Solar Investments LLC, a Kentucky limited liability company, dated December 27, 2024.

“Bluebird IRB SPV Pledged Ownership Interests” means, (x) prior to the Transfer Date with respect to the Bluebird Project, the Devco Borrower Subsidiary Pledged Ownership Interests and (y) from and after the Transfer Date with respect to the Bluebird Project, the Opco Borrower 1 Subsidiary Pledged Ownership Interests, in each case, that relate to the Bluebird Project Company’s ownership of the membership interests of the Bluebird IRB SPV.

“Bluebird LLC Agreements” means, collectively, the Bluebird Solar LLC Agreement and the Bluebird IRB SPV LLC Agreement.

“Bluebird Pledged Ownership Interests” means, (x) prior to the Transfer Date with respect to the Bluebird Project, the Devco Borrower Subsidiary Pledged Ownership Interests that relate to Devco Borrower’s ownership of the membership interests of the Bluebird Project Company and (y) from and after the Transfer Date with respect to the Bluebird Project, the Opco Borrower 1 Subsidiary Pledged Ownership Interests that relate to the Bluebird TE Partnership’s ownership of the membership interests of the Bluebird Project Company.

“Bluebird Project Company” has the meaning assigned to that term in the Preamble.


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

“Bluebird Solar LLC Agreement” means the Fourth Amended and Restated Operating Agreement of Bluebird Solar LLC, dated as of the Omnibus Amendment Effective Date, with Bluebird TE Partnership as the Sole Member.

“Borrower” means, (a) prior to the date on which the Back-Leverage Date for all Projects shall have occurred, collectively, the Devco Borrower and each Opco Borrower, and each, a “Borrower”, and (b) from and after the date on which the Back-Leverage Date for all Projects shall have occurred, each Opco Borrower.

“Collateral” has the meaning assigned to that term in Section 2.01. “Collateral Agent” has the meaning assigned to that term in the Preamble.

“Copyright Collateral” shall mean all Copyrights, whether now owned or hereafter acquired by a Grantor. Notwithstanding the foregoing, Copyright Collateral shall not include any Copyright which would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Copyright Collateral.

“Copyrights” shall mean, collectively, (a) all copyrights, copyright registrations and applications for copyright registrations, (b) all renewals and extensions of all copyrights, copyright registrations and applications for copyright registration and (c) all rights, now existing or hereafter coming into existence, (i) to all income, royalties, damages and other payments (including in respect of all past, present or future infringements) now or hereafter due or payable under or with respect to any of the foregoing, (ii) to sue for all past, present and future infringements with respect to any of the foregoing and (iii) otherwise accruing under or pertaining to any of the foregoing throughout the world.

“Credit Agreement” has the meaning assigned to that term in the Recitals.

“Devco Borrower” has the meaning assigned to that term in the Preamble.

“Devco Borrower Subsidiary” means, to the extent the following Persons are Subsidiaries of Devco Borrower, (a) until the Back-Leverage Date with respect to the American Beech Project, the American Beech Project Company, (b) until the Back-Leverage Date with respect to the Bluebird Project, the Bluebird Project Company and the Bluebird IRB SPV, (c) until the Back-Leverage Date with respect to the Prairie Project, Prairie Holdings and the Prairie Project Company, and Prairie Holdings and (d) until the Back-Leverage Date with respect to the Project directly or indirectly owned by such Subsidiary, any Subsidiary of the Devco Borrower who executes a Guarantor Supplement.

“Devco Borrower Subsidiary Pledged Ownership Interests” has the meaning assigned to that term in Section 2.01(l)(i)(A).

“Excluded Assets” shall mean (a) any license, lease, contract, property rights or agreement, Applicable Permits and other Permits, investment tax credits, production tax credits or similar rights to which a Grantor is a party (or to any of its rights or interests thereunder) if, and only to the extent and for so long as, the grant of a security interest would constitute or result in either (1) the


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

abandonment, revocation, voidability, invalidation or unenforceability of any right, title or interest of such Grantor therein or (2) a breach or termination pursuant to the terms of or a default under, any such license, lease, contract, property rights or agreement, Applicable Permits and other Permits, investment tax credits, production tax credits or similar rights to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction and such ineffectiveness would not otherwise constitute a breach); (b) any property to the extent that a grant of a security interest in such property is prohibited by Applicable Law; (c) any “intent-to-use” applications for trademarks or service marks filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(b) unless and until a “Statement of Use” or “Amendment to Allege Use” in respect of the mark is accepted by the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d); (d) any Motor Vehicle; (e) any distribution or Restricted Payment or proceeds thereof that a Borrower distributes to any Person (other than a Grantor) that is permitted pursuant to the terms of the Credit Documents; and (f) any property obtained by a Grantor after the Financial Closing Date with respect to which the Administrative Agent determines in its reasonable discretion that the costs of obtaining security interests therein are excess in relation to the value of the security to be afforded thereby.

“First-Tier Subsidiaries” means, individually or collectively as the context may require, AC1 ASOA, the Bluebird IRB SPV and/or the Prairie Project Company.

“Grantor” has the meaning assigned to that term in the Preamble.

“Guaranteed Obligations” has the meaning assigned to that term in Section 6.01. “Guarantor” shall mean, individually or collectively as the context may require, the American Beech Project Company, American Beech TE Partnership, the Bluebird Project Company, the Bluebird IRB SPV, Prairie TE Partnership, Prairie Holdings, the Prairie Project Company, the Bluebird TE Partnership, and/or each Person that delivers a Guarantor Supplement, in accordance with Section 4.04.

“Guarantor Supplement” means a Guarantor Supplement, substantially in the form of Annex 8.

“Guaranty” has the meaning assigned to such term in Section 6.02(b)(i).

“Intellectual Property” shall mean all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets, (b) all licenses or user or other agreements granted to a Grantor with respect to any of the foregoing, in each case whether now or hereafter owned or used, (c) all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs, (d) all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured, (e) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

printout of such information, knowledge, records or data, (f) all Applicable Permits now held or hereafter obtained by a Grantor in respect of any of the foregoing, and (g) all causes of action, claims and warranties now owned or hereafter acquired by a Grantor in respect of any of the foregoing. It is understood that Intellectual Property shall include all of the foregoing owned or acquired by a Grantor on a worldwide basis.

“LC Issuers” has the meaning assigned to that term in the Recitals.

“Lenders” has the meaning assigned to that term in the Recitals.

“Motor Vehicles” shall mean motor vehicles, tractors, trailers and other like property, whether or not the title to any such property is governed by a certificate of title or ownership.

“Opco Borrower 1” has the meaning assigned to that term in the Preamble.

“Opco Borrower 1 Subsidiary” means, to the extent the following Persons are Subsidiaries of Opco Borrower 1 and solely until the Back-Leverage Date for such Person(s)’ Projects: (a) with respect to the Bluebird Project, the Bluebird TE Partnership, the Bluebird Project Company and the Bluebird IRB SPV and (b) any Subsidiary of the Opco Borrower 1 who executes a Guarantor Supplement.

“Opco Borrower 1 Subsidiary Pledged Ownership Interests” has the meaning assigned to that term in Section 2.01(l)(i)(B).

“Opco Borrower 2” has the meaning assigned to that term in the Preamble.

“Opco Borrower 2 Subsidiary” means, to the extent the following Persons are Subsidiaries of Opco Borrower 2 and(1) Class B Member (Prairie) and Class B Member (American Beech), and (2) solely until the Back-Leverage Date for such Person(s)’ Projects: (a) with respect to the American Beech Project, the American Beech Project Company and American Beech TE Partnership, (b) with respect to the Prairie Project, Prairie HoldingsTE Partnership and the Prairie Project Company and (c) any Subsidiary of the Opco Borrower 2 who executes a Guarantor Supplement.

“Opco Borrower 2 Subsidiary Pledged Ownership Interests” has the meaning assigned to that term in Section 2.01(l)(i)(C).

“Opco Borrowers” has the meaning assigned to that term in the Preamble.

“Ownership Collateral” has the meaning assigned to that term in Section 2.01(l)(iv).

“Patent Collateral” shall mean all Patents, whether now owned or hereafter acquired by a Grantor. Notwithstanding the foregoing, Patent Collateral shall not include any Patents which would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Patent Collateral.


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

“Patents” shall mean, collectively, (a) all patents and patent applications, (b) all reissues, divisions, continuations, renewals, extensions and continuations-in-part of all patents or patent applications and (c) all rights, now existing or hereafter coming into existence, (i) to all income, royalties, damages, and other payments (including in respect of all past, present and future infringements) now or hereafter due or payable under or with respect to any of the foregoing, (ii) to sue for all past, present and future infringements with respect to any of the foregoing and (iii) otherwise accruing under or pertaining to any of the foregoing throughout the world, including all inventions and improvements described or discussed in all such patents and patent applications.

“Pledged Ownership Interests” means, collectively, the Devco Borrower Subsidiary Pledged Ownership Interests, the Opco Borrower 1 Subsidiary Pledged Ownership Interests, the

Opco Borrower 2 Subsidiary Pledged Ownership Interests, AC1 ASOA Pledged Ownership Interests, Prairie TE Pledged Ownership Interests, Prairie Holdings Pledged Ownership Interests, Prairie Pledged Ownership Interests, American Beech TE Pledged Ownership Interests, American Beech Pledged Ownership Interests, Bluebird IRB SPV Pledged Ownership Interests, Bluebird TE Pledged Ownership Interests and Bluebird Pledged Ownership Interests.

“Prairie Holdings” has the meaning assigned to that term in the preamble.

“Prairie Holdings LLC Agreement” means the Third Amended and Restated Operating Agreement of Prairie Solar Holdings LLC, dated December 27, 2024, with Devco Borrower as the Sole Member.

“Prairie Holdings Pledged Ownership Interests” means the Devco Borrower Subsidiary Pledged Ownership Interests that relate to Devco Borrower’s ownership of the membership interests of the Prairie Holdings.

“Prairie LLC Agreements” mean, collectively, the Prairie Solar LLC Agreement and the Prairie Holdings LLC Agreement.

“Prairie Pledged Ownership Interests” means, (x) prior to the Transfer Date with respect to the Prairie Project, the Devco Borrower Subsidiary Pledged Ownership Interests that relate to Prairie Holdingsthe Devco Borrower’s ownership of the membership interests of the Prairie Project Company and (y) from and after the Transfer Date with respect to the Prairie Project, the Opco Borrower 2 Subsidiary Pledged Ownership Interests that relate to the HoldCo (Prairie) TE Partnership’s ownership of the membership interests of the Prairie Project Company.

“Prairie Project Company” has the meaning assigned to that term in the Preamble.

“Prairie Solar LLC Agreement” means the ThirdFourth Amended and Restated Operating Agreement of Prairie Solar 1, LLC, dated December 27November 3, 20242025, with Prairie HoldingsTE Partnership as the Sole Member.

“Prairie TE Partnership” has the meaning assigned to that term in the Preamble.


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

“Prairie TE Partnership LLC Agreement” means the Amended and Restated Amended and Restated Limited Liability Company Agreement of Prairie TE Partnership, dated as of November 3, 2025, by and between LongPoint Prairie Class A, LLC, a Delaware limited liability company, and Class B Member (Prairie).

“Prairie TE Pledged Ownership Interests” means the Class B Units in the Prairie TE Partnership that are owned by Class B Member (Prairie).

“Project Company” means, individually or collectively as the context may require, the American Beech Project Company, the Bluebird Project Company and/or the Prairie Project Company.

“PTO” shall mean the United States Patent and Trademark Office.

“Second-Tier Subsidiaries” means, individually or collectively as the context may require, the American Beech Project Company, and the Bluebird Project Company and/or Prairie Holdings.

“Secured Obligations” shall mean, collectively, any and all indebtedness and liabilities of the Borrowers and other Obligations (including, but not limited to, all such obligations in respect of principal, interest (including post-petition interest), fees, indemnities, costs and other expenses, whether due after acceleration or otherwise and whether incurred before or after a bankruptcy of any Loan Party), of whatever nature and however evidenced, held or acquired, or owed to the Secured Parties under or pursuant to any Credit Document, in each case, direct or indirect, primary or secondary, fixed or contingent, now existing or hereafter arising, due or to become due, absolute or contingent.

“Secured Parties” has the meaning assigned to that term in the Preamble.

“Trademark Collateral” shall mean all Trademarks, whether now owned or hereafter acquired by a Grantor. Notwithstanding the foregoing, Trademark Collateral shall not include any Trademark which would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.

“Trademarks” shall mean, collectively, (a) all trade names, trademarks and service marks, logos, trademark and service mark registrations and applications for trademark and service mark registrations, (b) all renewals and extensions of any of the foregoing and (c) all rights, now existing or hereafter coming into existence, (i) to all income, royalties, damages and other payments (including in respect of all past, present and future infringements) now or hereafter due or payable under or with respect to any of the foregoing, (ii) to sue for all past, present and future infringements with respect to any of the foregoing and (iii) otherwise accruing under or pertaining to any of the foregoing throughout the world, together, in each case, with the product lines and goodwill of the business connected with the use of, or otherwise symbolized by, each such trade name, trademark and service mark.


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

“Transfer Date” shall mean with respect to each Project, the date on which the membership interests in the applicable Project Company are transferred from the Devco Borrower or its subsidiaries to the applicable Opco Borrower or its subsidiaries pursuant to the Tax Equity Documents or TC Structure Documents, as applicable, for such Project.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that, if by reason of any mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security interests granted to the Collateral Agent pursuant to this Agreement are governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of such perfection, effect of perfection or non-perfection or priority.

ARTICLE II

THE COLLATERAL

Section 2.01 Grant of Collateral. As collateral security for the performance and prompt payment in full when due (whether at stated maturity, upon acceleration, upon any optional or mandatory prepayment or otherwise) of the Secured Obligations, (i) each Existing Grantor hereby reaffirms and confirms the security interest granted by it pursuant to the Existing Security Agreement and (ii) each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the following property, assets and revenues, whether now owned or in the future acquired by such Grantor and whether now existing or in the future coming into existence (all of the property, assets and revenues described in this Article II, collectively, the “Collateral”):

(a) all Accounts, Instruments, Documents, Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper), Goods (including Inventory, Equipment and Fixtures), Payment Intangibles, Software and other General Intangibles and all Letter-of-Credit Rights;

(b) all Deposit Accounts;

(d) all Investment Property, Financial Assets and Securities Accounts;

(e) all Intellectual Property;

(f) all Commercial Tort Claims described in Annex 5;

(g) each and every easement and right-of-way in favor of such Grantor, including those relating to the Projects;

(h) all other tangible and intangible property of such Grantor, including all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor;


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

(i) all Assigned Agreements;

(j) all Applicable Permits required or obtained in connection with the development, construction, ownership and/or operation of the Projects and/or in connection with any transaction contemplated by the Credit Agreement;

(k) all Proceeds and products in whatever form of all or any part of the other Collateral, including all rents, profits, income and benefits and all proceeds of insurance and all condemnation awards and all other compensation for any event of loss with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessions to, substitutions for and replacements of all or any part of the other Collateral; and

(l)

(i)

(A) all membership interests in each Devco Borrower Subsidiary and all other ownership interests of whatever class or character in each Devco Borrower Subsidiary, now or hereafter directly or indirectly owned by Devco Borrower, in each case, together with the original certificates evidencing the same (collectively, the “Devco Borrower Subsidiary Pledged Ownership Interests”);

(B) all membership interests in each Opco Borrower 1 Subsidiary and all other ownership interests of whatever class or character in each Opco Borrower 1 Subsidiary, now or hereafter directly or indirectly owned by Opco Borrower 1, in each case, together with the original certificates evidencing the same (collectively, the “Opco Borrower 1 Subsidiary Pledged Ownership Interests”);

(C) all membership interests in each Opco Borrower 2 Subsidiary and all other ownership interests of whatever class or character in each Opco Borrower 2 Subsidiary, now or hereafter directly or indirectly owned by Opco Borrower 2, in each case, together with the original certificates evidencing the same (collectively, the “Opco Borrower 2 Subsidiary Pledged Ownership Interests”);

(D) all membership interests in AC1 ASOA and all other ownership interests of whatever class or character in AC1 ASOA, now or hereafter owned by the American Beech Project Company (collectively, the “AC1 ASOA Pledged Ownership Interests”);

(ii) all membership interests, securities, moneys or property representing a dividend on any of the Pledged Ownership Interests, or representing a distribution or return of capital upon or in respect of the Pledged Ownership


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Ownership Interests or otherwise received in exchange therefor, and any subscription, warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Ownership Interests;

(iii) without affecting the obligations of any Grantor under any provision prohibiting that action under any Credit Document or other document pursuant to which any other Secured Obligation is incurred, as applicable, (A) in the event of any consolidation or merger in which any Devco Borrower Subsidiary, any Opco Borrower 1 Subsidiary or any Opco Borrower 2 Subsidiary is not the surviving entity, all ownership interests of any class or character of the successor entity (unless that successor entity is the applicable Grantor itself), formed by or resulting from such consolidation or merger and (B) in the event of any consolidation or merger in which AC1 ASOA is not the surviving entity, all ownership interests of any class or character of the successor entity (unless that successor entity is the applicable Grantor itself), formed by or resulting from such consolidation or merger which are owned by any Grantor; and

(iv) all proceeds of any of the foregoing (collectively, and together with the property described in clauses (i), (ii) and (iii) above, the “Ownership Collateral”).

IT BEING UNDERSTOOD, HOWEVER, that, notwithstanding anything contained herein to the contrary, the security interest granted under this Section 2.01 will not attach to, and the term “Collateral” shall not include, any Excluded Assets.

Section 2.02 Perfection. Concurrently with the execution and delivery of this Agreement, the Grantors shall file, or shall cause to be filed, and hereby authorizes the Collateral Agent to file, such financing statements and other documents in such offices as may be necessary or as the Collateral Agent may request to perfect the security interests granted by Section 2.01 of this Agreement and execute and deliver, or cause to be executed and delivered, such short-form assignments or security agreements relating to Collateral consisting of the Intellectual Property as may be necessary or as the Required Lenders may reasonably require. Without limiting the foregoing, each Grantor authorizes the filing of UCC financing statements describing the Collateral as “all assets whether now owned or hereafter acquired” or “all personal property” of such Grantor (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 2.01) and hereby authorizes the filing of any UCC financing statements by or on behalf of the Required Lenders with such descriptions of collateral or describing the collateral using words of similar effect.

Section 2.03 Delivery and Other Perfection. Each Grantor shall:

(a) If any certificates or other instruments representing or evidencing any Pledged Ownership Interests constituting part of the Collateral are received by Devco Borrower, either Opco Borrower or any other Grantor, as applicable, forthwith (i) deliver to the Collateral Agent the certificates or other instruments representing or evidencing the same, duly endorsed in


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blank or accompanied by such instruments of assignment and transfer in such form and substance as the Collateral Agent (at the written direction of the Administrative Agent) may reasonably request, all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral and (ii) take such other action as the Collateral Agent (at the written direction of the Administrative Agent) may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral; provided, however, in order to facilitate the receipt of any certificates or instruments representing or evidencing replacement Pledged Ownership Interests, duly endorsed in blank or accompanied by such instruments of assignment and transfer, the Collateral Agent shall return to the applicable Grantor for cancellation the original certificates representing or evidencing such Pledged Ownership Interests being replaced and such instruments of assignment and transfer related thereto previously delivered to it;

(b) deliver to the Collateral Agent any and all Instruments constituting part of the Collateral in which such Grantor purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Collateral Agent may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection any Instruments, including performance bonds, received by such Grantor in the ordinary course of its business and the Collateral Agent shall, promptly upon request of such Grantor, at such Grantor’s expense, make appropriate arrangements for making any Instrument pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected against trust receipt or like document);

(c) give, execute, deliver, file, record, authorize or obtain all such financing statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable, or as may be requested by the Collateral Agent (at the written direction of the Administrative Agent), to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, including, without limitation, upon the occurrence and during the continuation of an Event of Default, causing any or all of the Pledged Ownership Interests to be transferred of record in the name of the Collateral Agent or its nominee (for the avoidance of doubt, the Collateral Agent agrees that if any Pledged Ownership Interests are transferred into its name or the name of its nominee prior to an Event of Default, the Collateral Agent will thereafter promptly give to the Pledgor copies of any notices and communications received by it with respect to the Pledged Ownership Interests pledged by the Pledgor hereunder, provided that notices to account debtors in respect of any Accounts, Chattel Paper or General Intangibles and to obligors on Instruments shall be subject to the provisions of clause (d) below);

(d) upon the occurrence and during the continuation of any Event of Default, upon request of the Collateral Agent (at the written direction of the Administrative Agent), promptly notify (and such Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Accounts, Chattel Paper, Instruments or General Intangibles of such Grantor that such Collateral has been assigned to the Collateral Agent hereunder, and that


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any payments due or to become due in respect thereof are to be made directly to the Collateral Agent;

(e) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Collateral Agent (at the written direction of the Administrative Agent) may reasonably request in order to reflect the security interests granted by this Agreement;

(f) forward to the Collateral Agent copies of any notices or communications received by such Grantor with respect to the Collateral; and

(g) execute and deliver and cause to be filed, such continuation statements, and do such other acts and things, as may be necessary to maintain the perfection of the security interest granted pursuant hereto.

Section 2.04 Other Financing Statements and Liens. Without the written consent of the Collateral Agent (at the written direction of the Administrative Agent), no Grantor shall (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Collateral Agent is not named as the sole secured party for the benefit of the Secured Parties, except for any such filings made solely in connection with Permitted Liens, or (b) cause or permit any Person other than the Collateral Agent to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC), except in connection with Permitted Liens, of any Deposit Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Section 2.05 Preservation and Protection of Security Interests. Each Grantor shall:

(a) upon the acquisition after the date of this Agreement by such Grantor of any Instruments, Deposit Account, other Investment Property, Electronic Chattel Paper, Letter-of Credit Rights or other Equipment, in each case constituting part of the Collateral, covered by a certificate of title or ownership, promptly (i) take such action with respect to that Collateral as is specified for that type of Collateral in Section 2.03 and (ii) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as the Collateral Agent (at the written direction of the Administrative Agent) may reasonably request to create, perfect and establish the priority of the Liens granted by this Agreement in any and all of the Collateral, to preserve the validity, perfection or priority of the Liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement;

(b) upon such Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to such Grantor’s filing, either directly or through the Collateral Agent, any licensee or any other designee, of any application with any Governmental Authority for any Copyright, Patent, Trademark or other Intellectual Property, in each case constituting part of the Collateral, and in each case after the date of this Agreement, execute and deliver such contracts, agreements and other instruments


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as the Collateral Agent (at the written direction of the Administrative Agent) may reasonably request to create, perfect and establish the priority of the Liens granted by this Agreement in that and any related Intellectual Property; and

(c) whether with respect to Collateral as of the date of this Agreement or Collateral in which such Grantor acquires rights in the future, authorize, give, authenticate, execute, deliver, file or record any and all financing statements, notices, contracts, agreements or other records or instruments, obtain any and all Applicable Permits, and take all such other actions, as are necessary or as the Collateral Agent (at the written direction of the Administrative Agent) may reasonably request to create, perfect and establish the priority of the Liens granted by this Agreement in any and all of the Collateral, to preserve the validity, perfection or priority of the Liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement, including upon the occurrence and during the continuation of an Event of Default, causing any or all Securities to be transferred of record into the name of the Collateral Agent or its nominee.

Section 2.06 Attorney-in-Fact.

(a) Without limiting the rights and powers granted by this Agreement to the Collateral Agent, upon the occurrence and during the continuance of any Event of Default (other than with respect to clause (i) below), the Collateral Agent and any officer or agent thereof is hereby appointed the attorney-in-fact of each Grantor, with full power of substitution and with full irrevocable power and authority in the place and stead of each Grantor and in the name of each Grantor or in its own name, for the purpose of carrying out the provisions of this Agreement, including Sections 2.02, 2.03, 2.04 and 2.05 and Article V, and taking any action and executing any instruments that the Collateral Agent (at the written direction of the Administrative Agent) may deem necessary, advisable or desirable to accomplish the purposes hereof, including (i) to preserve the validity, perfection and priority of the Liens granted by this Agreement; (ii) to direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (iii) to execute, in connection with any sale or disposition of the Collateral, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (iv) to receive, endorse and collect all checks made payable to the order of each Grantor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same and (v) at any time, or from time to time, at the Collateral Agent’s option, to do all acts and things that the Collateral Agent (at the written direction of the Administrative Agent) determines to be necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as each Grantor might do. This appointment as attorney-in-fact is irrevocable and coupled with an interest.

(b) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.06, together with interest thereon at a rate per annum equal to the Default Rate under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the Grantors, shall be payable by the Grantors, on a joint and


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several basis, to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Security Documents.

(c) Without limiting the rights and powers of the Collateral Agent under Section 2.06(a), each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the termination of this Agreement, at the Collateral Agent’s option, but without any obligation to do so, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.05(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

(e) The right granted by this Agreement to take the actions provided in this Section 2.06 shall not obligate the Collateral Agent or any other Secured Party to take such action. In acting under this Section 2.06, the Collateral Agent shall act pursuant to a written direction of the Administrative Agent.

Section 2.07 Intellectual Property.

(a) For the purpose of enabling the Collateral Agent to exercise the rights, remedies, powers and privileges under Section 5.01 at that time or times as the Collateral Agent is lawfully entitled to exercise those rights, remedies, powers and privileges, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, assign, license or sublicense any of the Intellectual Property of such Grantor, together with reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout of those items.

(b) Notwithstanding anything contained herein to the contrary, but subject to the provisions of Section 8.9 of the Credit Agreement, so long as no Event of Default shall have occurred and be continuing, each Grantor will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of the business of such Grantor. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the request and at the expense of such Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested, that such Grantor shall have certified are appropriate (in its judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (a) immediately above as to any specific Intellectual Property). Further, upon the payment in full of all of the Secured Obligations or earlier expiration of this Agreement or release of the Collateral, the Collateral Agent shall grant back to such Grantor the license granted pursuant to clause (a) immediately above. The exercise of rights and remedies under Section 5.01 by the Collateral Agent shall not terminate the rights of the


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holders of any licenses or sublicenses theretofore granted by such Grantor in accordance with the first sentence of this clause (b).

Section 2.08 Use of Collateral. So long as no Event of Default has occurred and is continuing, each Grantor shall be entitled to possess the Collateral, subject to the rights, remedies, powers and privileges of the Collateral Agent under Articles II and V.

Section 2.09 Rights and Obligations.

(a) No reference in this Agreement to proceeds or to the sale or other disposition of Collateral shall authorize any Grantor to sell or otherwise dispose of any Collateral except to the extent permitted by the terms of the other Credit Documents. The Collateral Agent shall not be required to take steps necessary to preserve any rights against prior parties to any part of the Collateral.

(b) Each Grantor shall remain liable to perform its duties and obligations under the contracts and agreements included in the Collateral in accordance with their respective terms to the same extent as if this Agreement had not been executed and delivered. The exercise by the Collateral Agent of any right, remedy, power or privilege in respect of this Agreement shall not release such Grantor from any of its duties and obligations under those contracts and agreements. Except as expressly set forth in the Credit Documents, the Collateral Agent shall not have any duty, obligation or liability under those contracts and agreements or with respect to any Applicable Permit included in the Collateral by reason of this Agreement or any other Credit Document, nor shall the Collateral Agent be obligated to perform any of the duties or obligations of such Grantor under any such contract or agreement or any such Applicable Permit or to take any action to collect or enforce any claim (for payment) under any such contract or agreement or Applicable Permit.

(c) No Lien granted by this Agreement in each Grantor’s right, title and interest in any contract, agreement or Applicable Permit shall be deemed to be a consent by the Collateral Agent to any such contract, agreement or Applicable Permit.

Section 2.10 Termination.

(a) Upon the Discharge Date but subject to Section 7.14, this Agreement and the security interest granted hereby shall automatically terminate, all rights to the Collateral shall automatically revert to the applicable Grantor, and the Collateral Agent shall, at the Grantors’ expense, following notice of such occurrence from the Administrative Agent, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect of the Collateral, to or on the order of the applicable Grantor, including, without limitation, delivering to the applicable Grantor any Instruments, Certificated Securities or any other Collateral in the Collateral Agent’s possession, together with any instruments of assignment and transfer with regard to any certificates evidencing any Pledged Ownership Interests that were transferred into the name of the Collateral Agent or its nominee pursuant to Section 2.03(c). The Collateral Agent shall also execute and deliver to each Grantor, at the Grantors’ expense, upon such termination such UCC termination statements and other documentation as shall be reasonably requested by


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such Grantor to effect the termination and release of the Liens created under this Agreement. The security interest created hereby shall also be released with respect to any portion of the Collateral that is sold, transferred or otherwise disposed of in compliance with the terms and conditions of the Credit Documents.

(b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 7.14, upon the occurrence of the Back-Leverage Date with respect to a Project:

(i) the Collateral granted in the Pledged Ownership Interests in the First-Tier Subsidiary and the Second-Tier Subsidiary that directly or indirectly owns such Project shall terminate and the Collateral Agent shall, at the Grantors’ expense, following notice of such occurrence from the Administrative Agent, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect of such Pledged Ownership Interests, to or on the order of the Grantor of such Pledged Ownership Interests, including, without limitation, delivering to such Grantor any instruments of assignment and transfer with regard to any certificates evidencing any such Pledged Ownership Interests that were transferred into the name of the Collateral Agent or its nominee pursuant to Section 2.03(c), and execute and deliver to such Grantor, at the Grantors’ expense, such UCC termination statements and other documentation as shall be reasonably requested by the Grantors to effect the termination and release of the Liens with respect to such Pledged Ownership Interests created under this Agreement,

(ii) the security interest granted by such First-Tier, such Second-Tier Subsidiary, and the HoldCo that directly or indirectly owns such Project shall automatically terminate, all rights to the applicable Collateral shall automatically revert to such Person, and the Collateral Agent shall, at the Grantors’ expense, following notice of such occurrence from the Administrative Agent, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral of such Person and money received in respect of such Collateral, to or on the order of such Person, respectively, including, without limitation, delivering any Instruments or Certificated Securities, in the Collateral Agent’s possession,

(iii) the Collateral Agent shall execute and deliver to such Person, at the Grantors’ expense, such UCC termination statements and other documentation as shall be reasonably requested by such Person to effect the termination and release of the applicable Liens created under this Agreement,

(iv) without limiting or modifying the obligations of any other Grantor, the Guaranty provided by such Person pursuant to Article VI hereof shall be terminated, and

(v) each such Person shall cease to be a Grantor hereunder.


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(c) Notwithstanding anything to the contrary in this Agreement, but subject to Section 7.14, upon the occurrence of the date on which the Back-Leverage Date for all Projects shall have occurred:

(i) the security interest granted by the Devco Borrower hereby shall automatically terminate, all rights to the applicable Collateral shall automatically revert to the Devco Borrower, and the Collateral Agent shall, at the Grantors’ expense, following notice of such occurrence from the Administrative Agent, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining applicable Collateral and money received in respect of such Collateral, to or on the order of the Devco Borrower, including, without limitation, delivering to the Devco Borrower any Instruments, Certificated Securities or any other Collateral in the Collateral Agent’s possession,

(ii) the Collateral Agent shall execute and deliver to the Devco Borrower, at the Grantors’ expense such UCC termination statements and other documentation as shall be reasonably requested by the Devco Borrower to effect the termination and release of the applicable Liens created under this Agreement, and

(iii) the Devco Borrower shall cease to be a Grantor hereunder.

Section 2.11 Commercial Tort Claims. Each Grantor agrees that, if such Grantor shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, promptly upon such acquisition, deliver to the Collateral Agent a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Annex 5 in form and substance reasonably acceptable to the Collateral Agent (at the written direction of the Administrative Agent) containing a specific description of such Commercial Tort Claim, certified by such Grantor as true, correct and complete, (ii) the provision of Section 2.01 shall apply to such Commercial Tort Claim (and such Grantor authorizes the Collateral Agent to supplement such annex with a description of such Commercial Tort Claim if such Grantor fails to deliver the supplement described in clause (i)), and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any certificate, agreement and other document, and take all other action, determined by the Collateral Agent (at the written direction of the Administrative Agent) to be reasonably necessary or appropriate for the Collateral Agent to obtain a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Annex 5 delivered pursuant to this Section 2.11 shall become part of such Annex 5 for all purposes hereunder.

Section 2.12 Governmental Authorities. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the


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Collateral under laws affecting the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

Section 2.13 Special Provisions Relating to Pledged Ownership Interests.

(a) Subject to Section 5.01, the applicable Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the applicable Pledged Ownership Interests for all purposes not inconsistent with the terms of any Credit Document or other document pursuant to which any other Secured Obligation is incurred, as applicable, provided that the applicable Grantor shall not vote the Pledged Ownership Interests in any manner that is inconsistent with the terms of any Credit Document or other document pursuant to which any other Secured Obligation is incurred, as applicable; and the Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver to the applicable Grantor or cause to be executed and delivered to the applicable Grantor all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the applicable Grantor may reasonably request for the purpose of enabling the applicable Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 2.13.

(b) If an Event of Default has occurred and is continuing (subject to Section 5.01), the Collateral Agent shall have the right, to the fullest extent permitted by Applicable Law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Ownership Interests as if the Collateral Agent were the sole and absolute owner thereof (and the applicable Grantor agrees to take all such action as may be appropriate to give effect to such right).

(c) So long as no Event of Default has occurred and is continuing, the applicable Grantor shall be entitled to receive and retain any and all dividends and distributions on the Ownership Collateral made in accordance with the Credit Documents.

(d) If any Event of Default has occurred and is continuing, and whether or not the Collateral Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under Applicable Law, this Agreement or any other Credit Document, as applicable, all dividends and other distributions on the Ownership Collateral shall be paid directly to the Collateral Agent and retained by it as part of the Ownership Collateral, subject to the terms of this Agreement, and, if the Collateral Agent so requests, the applicable Grantor shall execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and instruments to that end; provided that if that Event of Default is cured, any such dividend or distribution paid to the Collateral Agent prior to that cure shall, upon request of the applicable Grantor (except to the extent applied to the Secured Obligations), be returned by the Collateral Agent to the applicable Grantor.


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ARTICLE III

REPRESENTATIONS

As of the date of this Agreement, each Tax Equity Effective Date and each TC Structure Effective Date:

Section 3.01 Organization; Power; Authorization; Validity.

(a) Without limiting the generality of this Section 3.01, each Grantor represents and warrants that (i) such Grantor is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, each jurisdiction where such qualification is required, and has all requisite limited liability company power and authority to carry on its business as now conducted, (ii) the execution, delivery and performance by such Grantor of its obligations under this Agreement, the Credit Agreement, the other Credit Documents and the Project Documents to which it is a party are within such Grantor’s limited liability company, partnership or corporate powers and have been duly authorized by all necessary limited liability company, partnership or corporate action, and, if required, by all necessary member, partner or shareholder action, and (iii) this Agreement has been duly executed and delivered by such Grantor and constitutes a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Annex 1 correctly sets forth such Grantor’s full and correct legal name, type of organization, jurisdiction of organization, chief executive office, place of business and mailing address as of the date of this Agreement.

(c) Except as set forth on Annex 1, such Grantor has not previously changed its location (as defined in Section 9-307 of the UCC), its name or previously become a “new debtor” (as defined in the UCC) with respect to a currently effective security agreement entered into by another Person.

Section 3.02 Title. Such Grantor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to this Agreement, and no Lien exists or will exist upon such Collateral, except for the Permitted Liens. The security interest created pursuant hereto constitutes a valid and perfected first priority security interest in the Collateral, subject to no other Liens except Permitted Liens, and, as to the priority of such Liens, subject only to Permitted Liens that, pursuant to Applicable Law, are entitled to a higher priority than or equal priority to the Liens granted by this Agreement. The Liens granted by this Agreement have attached to all Collateral owned by the Grantors and constitute a perfected security interest in all of the Collateral (other than Intellectual Property registered or otherwise located outside of the United States of America), subject to no other Liens except Permitted Liens, and as to the priority of such Liens, Permitted Liens that, pursuant to Applicable Law, are entitled to a higher priority than or equal to the Liens granted by this Agreement.


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Section 3.03 Intellectual Property. Annexes 2, 3, and 4 respectively, set forth a complete and correct list of all Copyrights, Patents and Trademarks owned by such Grantor on the date hereof.

Section 3.04 Commercial Tort Claims. Annex 5 sets forth a complete and correct list of all Commercial Tort Claims in excess of $1,000,000 of such Grantor in existence on the date hereof.

Section 3.05 Deposit and Securities Accounts. Annex 6 sets forth a complete and correct list of all Deposit Accounts and Securities Accounts for such Grantor on the date hereof which are not Collateral Accounts.

Section 3.06 Pledged Ownership Interests.

(a) The Pledged Ownership Interests identified in Annex 7 are duly authorized, validly existing, fully paid and nonassessable, and none of the Pledged Ownership Interests are subject to any contractual restriction, upon the pledge or transfer of such Pledged Ownership Interests (except for any such restriction contained (u) herein, (v) in the other Credit Documents, (w) in any applicable Tax Equity Documents, (x) in any applicable TC Structure Documents, (y) in any applicable Tax Credit Transfer Document or (z) in the Power Purchase Agreements). Such Pledged Ownership Interests exist in a certificated form, except for the membership interests of AC1 ASOA.

(b) The Pledged Ownership Interests identified in Annex 7 constitute, (i) all of the issued and outstanding membership interests in each Devco Borrower Subsidiary then outstanding and owned by Devco Borrower (whether or not registered in the name of Devco Borrower), (ii) all the issued and outstanding membership interests in AC1 ASOA then outstanding and owned by the American Beech Project Company (whether or not registered in the name of the American Beech Project Company), (iii) all the issued and outstanding membership interests in Bluebird IRB SPV then outstanding and owned by the Bluebird Project Company (whether or not registered in the name of the Bluebird Project Company), (iv) all the issued and outstanding membership interests in the Prairie Project Company then outstanding and owned by the Prairie HoldingsTE Partnership (whether or not registered in the name of the Prairie HoldingsTE Partnership), (v) all of the issued and outstanding membership interests in each Opco Borrower 1 Subsidiary then outstanding and owned by Opco Borrower 1 (whether or not registered in the name of Opco Borrower 1), (vi) all of the issued and outstanding membership interests in each Opco Borrower 2 Subsidiary then outstanding and owned by Opco Borrower 2 (whether or not registered in the name of Opco Borrower 2) and, (vii) all of the issued and outstanding membership interests in the Bluebird TE Partnership then outstanding and owned by Opco Borrower 1 (whether or not registered in the name of Opco Borrower 1), and (viii) all of the issued and outstanding membership interests in the Prairie TE Partnership then outstanding and owned by Class B Member (Prairie) (whether or not registered in the name of Class B Member (Prairie)), and Annex 7 correctly identifies the issuer of such Pledged Ownership Interests and the respective number (and registered owners) of the interests identified in Annex 7.


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(c)

(i) no Person other than Devco Borrower is the registered owner of any Devco Borrower Subsidiary Pledged Ownership Interests;

(ii) no Person other than the American Beech Project Company is the registered owner of the AC1 ASOA Pledged Ownership Interests;

(iii) no Person other than Bluebird Project Company is the registered owner of the Bluebird IRB SPV Pledged Ownership Interests;

(iv) no Person other than Prairie HoldingsTE Partnership is the registered owner of the Prairie Pledged Ownership Interests;

(v) no Person other than Opco Borrower 1 is the registered owner of any Opco Borrower 1 Subsidiary Pledged Ownership Interests;

(vi) no Person other than Opco Borrower 2 is the registered owner of any Opco Borrower 2 Subsidiary Pledged Ownership Interests;

(vii) no personPerson other than the Opco Borrower 1 is the registered owner of the Bluebird TE Pledged Ownership Interests; and

(viii) no personPerson other than Class B Member (American Beech) is the registered owned of American Beech TE Pledged Ownership Interests; and

(ix) no Person other than Class B Member (Prairie) is the registered owner of Prairie TE Pledged Ownership Interests.

Section 3.07 Consent to Transfer.

(a) Devco Borrower, as the managing member, general partner or director of each Devco Borrower Subsidiary, and the sole owner of the membership interests, partnership interest or shares set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable Organizational Documents of each Devco Borrower Subsidiary and notwithstanding anything to the contrary set forth in such Organizational Documents) to the transfer by the Collateral Agent or the applicable Secured Parties of the applicable Devco Borrower Subsidiary Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).


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(b) Opco Borrower 1, as the managing member, general partner or director of each Opco Borrower 1 Subsidiary, and the sole owner of the membership interests, partnership interest or shares set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable Organizational Document of each Opco Borrower 1 Subsidiary and notwithstanding anything to the contrary set forth in such Organizational Documents) to the transfer by the Collateral Agent or the applicable Secured Parties of the applicable Opco Borrower 1 Subsidiary Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

(c) Opco Borrower 2, as the managing member, general partner or director of each Opco Borrower 2 Subsidiary, and the sole owner of the membership interests, partnership interest or shares set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable Organizational Document of each Opco Borrower 2 Subsidiary and notwithstanding anything to the contrary set forth in such Organizational Documents) to the transfer by the Collateral Agent or the applicable Secured Parties of the applicable Opco Borrower 2 Subsidiary Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

(d) The American Beech Project Company, as the sole owner of the membership interests set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable American Beech LLC Agreement and notwithstanding anything to the contrary set forth in such American Beech LLC Agreement) to the transfer by the Collateral Agent or the applicable Secured Parties of the AC1 ASOA Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).


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(e) The Bluebird Project Company, as the managing member of the Bluebird IRB SPV, and the sole owner of the membership interests set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable Bluebird IRB SPV LLC Agreement and notwithstanding anything to the contrary set forth in such Bluebird LLC Agreement) to the transfer by the Collateral Agent or the applicable Secured Parties of the Bluebird IRB SPV Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

(f) Prairie HoldingsTE Partnership, as the managing member of the Prairie Project Company, and the sole owner of the membership interests set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable Prairie Solar LLC Agreement and notwithstanding anything to the contrary set forth in suchthe Prairie Solar LLC Agreement) to the transfer by the Collateral Agent or the applicable Secured Parties of the Prairie Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

(g) Opco Borrower 1, as the managing member of the Bluebird TE Partnership, and the sole owner of the membership interests set forth in Annex 7, hereby irrevocably consents (for all purposes under the applicable Bluebird TE Partnership LLC Agreement and notwithstanding anything to the contrary set forth in such Bluebird TE Partnership LLC Agreement) to the transfer by the Collateral Agent or the applicable Secured Parties of the applicable Bluebird TE Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

(h) Class B Member (American Beech), as the managing member of the American Beech TE Partnership, and the sole owner of the membership interests set forth in


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Annex 7, hereby irrevocably consents (for all purposes under the American Beech TE Partnership LLC Agreement and notwithstanding anything to the contrary set forth in American Beech TE Partnership LLC Agreement) to the transfer by the Collateral Agent or the applicable Secured Parties of the applicable American Beech TE Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

(i) Class B Member (Prairie), as the managing member of the Prairie TE Partnership, and the sole owner of the membership interests set forth in Annex 7, hereby irrevocably consents (for all purposes under the Prairie TE Partnership LLC Agreement and notwithstanding anything to the contrary set forth in Prairie TE Partnership LLC Agreement) to the transfer by the Collateral Agent or the applicable Secured Parties of the applicable Prairie TE Pledged Ownership Interests to any Person upon the occurrence and during the continuation of an Event of Default and upon exercise by the Collateral Agent of its remedies under Sections 5.01 and 5.03. Consent, authorization, approval or other action by, and notice to or filing with, applicable Governmental Authorities may be required for the exercise by the Collateral Agent or the applicable Secured Parties of the remedies in respect of the Collateral pursuant to this Agreement in connection with the sale, transfer or other disposition of the Collateral under laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets (including the disposition or transfer of facilities subject to the jurisdiction of FERC).

ARTICLE IV

COVENANTS

Section 4.01 Further Assurances. Each Grantor agrees that, from time to time upon the written request of the Collateral Agent (at the written direction of the Administrative Agent), such Grantor shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to fully effect the purposes of this Agreement. Without limiting the generality of the foregoing, but subject to Permitted Dispositions, each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.02 and subject to any Permitted Liens, shall defend such security interest against the claims and demands of all Persons whomsoever.

Section 4.02 Covenants. Each Grantor agrees that it will be the sole owner of the Pledged Ownership Interests identified as being owned by such Grantor on Annex 7 hereto, and except for the Operative Documents to which it is a party, such Grantor shall not execute a binding agreement to become a general or limited partner in any partnership, or a joint venturer in any joint venture or a member in any limited liability company.


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Section 4.03 Consent to Transfer. Without the prior written consent of Collateral Agent (at the written direction of the Administrative Agent) or as otherwise permitted by the Credit Agreement, no Grantor will cause, suffer or permit, the sale, assignment, conveyance or other transfer of all or any portion of the Pledged Ownership Interests owned by such Grantor.

Section 4.04 Preservation of Collateral. With respect to any new Subsidiary created or acquired after the Financial Closing Date by any Borrower or any other Grantor and directly owned by such Borrower or such Grantor, as applicable, such Borrower or such Grantor, as applicable, shall promptly after such Subsidiary is created or acquired (but in no event later than the earlier of five (5) Business Days after such Subsidiary first acquiring any material assets and ten (10) Business Days after the date of such creation or acquisition), (i) notify the Administrative Agent of the creation or acquisition of such Subsidiary, (ii) cause such Subsidiary to execute and deliver to the Administrative Agent a Guarantor Supplement, substantially in the form of Annex 8 to this Agreement, pursuant to which it will become a Guarantor and a Grantor and be bound as a Guarantor and as a Grantor by the applicable terms and provisions thereof, (iii) take such other actions as are reasonably necessary to grant to the Collateral Agent a perfected first priority Lien in the Equity Interests of such Subsidiary and all Collateral owned by such Subsidiary (including the execution of an amendment to this Agreement) and (iv) upon request of any Lender, provide all documentation and other information required by bank regulatory authorities with respect to such Subsidiary, including a properly completed and signed applicable IRS Form W-8, under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, which are applicable to such Lender.

ARTICLE V

REMEDIES

Section 5.01 Events of Default, Etc. If any Event of Default shall have occurred and be continuing, at the written direction of the Administrative Agent:

(a) The Collateral Agent may require each Grantor to, and such Grantor shall, assemble the Collateral owned by it at such place or places, reasonably convenient to both the Collateral Agent and such Grantor, designated in the Collateral Agent’s request;

(b) The Collateral Agent may make any reasonable compromise or settlement it determines with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of all or any part of the Collateral;

(c) The Collateral Agent may, in its name or in the name of the applicable Grantor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so;

(d) The Collateral Agent may, upon ten (10) Business Days’ prior written notice to each Grantor of the time and place, with respect to all or any part of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or any of its agents, sell, lease or otherwise dispose of all or any part of such Collateral, at


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such place or places as the Collateral Agent determines, for cash, for credit or for future delivery (without thereby assuming any credit risk) and at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Person may be the purchaser, lessee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the applicable Grantor, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned;

(e) The Collateral Agent shall have, and may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner of the Collateral (and each Grantor agrees to take all such action as may be appropriate to give effect to such right);

(f) The Collateral Agent may, to the fullest extent provided by law, have a court having jurisdiction appoint a receiver, which receiver shall take charge and possession of and protect, preserve, replace and repair the Collateral or any part thereof, and manage and operate the same, and receive and collect all rents, income, receipts, royalties, revenues, issues and profits therefrom. Each Grantor irrevocably consents and shall be deemed to have hereby irrevocably consented to the appointment thereof, and upon such appointment, such Grantor shall immediately deliver possession of such Collateral to the receiver. Each Grantor also irrevocably consents to the entry of an order authorizing such receiver to invest upon interest any funds held or received by the receiver in connection with such receivership. The Collateral Agent shall be entitled to such appointment as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy of the security of the Collateral; and

(g) The Collateral Agent may enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have hereunder or by law, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release any Grantor until full and final payment of any deficiency has been made in cash. Each Grantor, on a joint and several basis, shall reimburse the Collateral Agent upon demand for, or the Collateral Agent may apply any proceeds of Collateral to, the costs and expenses (including documented attorneys’ fees, transfer taxes and any other charges) incurred by the Collateral Agent


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in connection with any sale, disposition, repair, replacement, alteration, addition, improvement or retention of any Collateral hereunder.

Section 5.02 Deficiency. If the proceeds of or other realization upon, the Collateral by virtue of the exercise of remedies under Section 5.01 are insufficient to cover the costs and expenses of such exercise and the payment in full of the Secured Obligations, each Grantor, on a joint and several basis, shall remain liable for any deficiency.

Section 5.03 Private Sale.

(a) The Collateral Agent shall incur no liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5.01 conducted in a commercially reasonable manner. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree.

(b) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

Section 5.04 Cash Proceeds of Collateral.

(a) If so requested by the Collateral Agent (at the written direction of the Administrative Agent) at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall instruct all applicable account debtors in respect of Accounts, Chattel Paper and General Intangibles and all obligors on Instruments to make all payments in respect thereof to one or more other banks in the United States of America specified by the Collateral Agent (at the written direction of the Administrative Agent) under arrangements, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit in accordance with the terms of Section 7.5 of the Credit Agreement and the Depositary Agreement.

(b) In addition to the foregoing, each Grantor agrees that, at any time after the occurrence and during the continuation of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such


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Grantor shall as promptly as possible deposit such proceeds in accordance with the terms of Section 7.5 of the Credit Agreement and the Depositary Agreement. Until so deposited, all such proceeds shall be held in trust by such Grantor for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of such Grantor.

Section 5.05 Application of Proceeds. The Proceeds of or other realization upon, all or any part of the Collateral by virtue of the exercise of remedies under Section 5.01, and any other cash at the time held by the Collateral Agent or under this Article V, shall be applied by the Collateral Agent:

First, to the payment of (a) first, any and all fees, costs, expenses, losses, indemnities and other amounts due and payable to the Agents and the Depositary under the Credit Documents, including all documented, reasonable out-of-pocket costs and expenses of such exercise of remedies (including documented reasonable fees and out-of-pocket expenses of the Agents, the Depositary and their respective agents and reasonable fees and expenses of their counsel) and (b) then, the costs and expenses of the Lenders and their counsel, in each case ratably in accordance with such amounts then due such Persons;

Next, to the payment in full of the remaining Secured Obligations equally ratably in accordance with their respective amounts then due and owing; and

Finally, subject to the rights of any other holder of any Lien in the relevant Collateral, to the payment to the applicable Grantor, or its successors or permitted assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.

ARTICLE VI

GUARANTY

Section 6.01 Guaranty. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, on behalf of the Secured Parties, the due, prompt, and faithful performance of, and punctual payment in full when due (whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise) of, all Obligations now or hereafter existing under or in respect of the Credit Documents (including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, but excluding any Excluded Swap Obligations (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of counsel) incurred by the Collateral Agent or any other Secured Party in enforcing any rights under this Section 6.01.


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Section 6.02 Guaranty and Grant of Security Interest Absolute.

(a) Each Guarantor guarantees that the Guaranteed Obligations will be paid in accordance with the terms of the Credit Documents, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. To the maximum extent permitted by Applicable Law, the obligations of each Guarantor under or in respect of this Agreement are independent of the Obligations under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against the Guarantors to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or such Loan Party is joined in any such action or actions. The obligations of each Guarantor under this Agreement and the rights of the Collateral Agent and the Liens and security interests hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(i) any illegality or lack of validity or enforceability of the Guaranteed Obligations, any Credit Document or any agreement or instrument relating thereto;

(ii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Documents, or any agreement relating to such other guaranty or security, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower;

(iv) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, or consent to departure from, any guaranty, for all or any of the Guaranteed Obligations;

(v) any manner of application of Collateral, or Proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of any Loan Party;


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(vi) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations;

(vii) any change, restructuring or termination of the corporate structure or existence of any Loan Party and any Secured Parties’ consent thereto and to any corresponding restructuring of the Guaranteed Obligations;

(viii) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations;

(ix) any limitation on any party’s liability or obligations under any Credit Document or any invalidity or unenforceability, in whole or in part, of any such Credit Documents;

(x) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Loan Party, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding;

(xi) any defenses, set offs or counterclaims which any Loan Party may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; or

(xii) any other circumstance (including any statute of limitations but excluding payment in full of the Guaranteed Obligations) that might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor.

(b) In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(i) Such Guarantor’s guaranty under Section 6.01 (the “Guaranty”) is a primary obligation of such Guarantor and not merely a contract of surety;

(ii) Collateral Agent may enforce this Guaranty upon the occurrence of an Event of Default that is continuing;

(iii) The obligations of each Guarantor hereunder are independent of the obligations of any Loan Party and the obligations of any other guarantor of the


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obligations of any Loan Party, and a separate action or actions may be brought and prosecuted against the Guarantors whether or not any action is brought against any other Loan Party or any of such other guarantors and whether or not another Loan Party is joined in any such action or actions;

(iv) Payment by a Grantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantors’ liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Collateral Agent is awarded a judgment in any suit brought to enforce a Grantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release any Grantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit; and

(v) Any Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (A) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (C) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (D) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person with respect to the Guaranteed Obligations; (E) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent herewith and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against any other Loan Party or any security for the Guaranteed Obligations; and (F) exercise any other rights available to it under the Credit Documents.

(c) Notwithstanding the foregoing provisions of this Section 6.02 or Section 6.03, the Guarantors shall be entitled to assert all rights, defenses and counterclaims (other than relating to bankruptcy or insolvency in respect of the Borrower and any rights, defenses or


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counterclaims based upon lack of authority, capacity, legal right or power of the Borrower to perform its obligations under the Credit Documents or based upon any Credit Document being unenforceable) to which the Borrower is entitled under the Credit Documents in connection with the Borrower’s performance of their obligations thereunder.

Section 6.03 Waivers and Acknowledgments.

(a) The Guarantors’ guaranty under Section 6.01 is a guarantee of payment and not of collection. Each Guarantor hereby unconditionally and irrevocably waives, to the maximum extent permitted by Applicable Law, promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower or any other Person or any Collateral.

(b) Each Guarantor hereby acknowledges that this Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future, and shall remain in full force and effect until such time as the Guaranteed Obligations have been paid in full.

(c) Each Guarantor hereby unconditionally and irrevocably waives, for the benefit of the Secured Parties, to the maximum extent permitted by Applicable Law, (i) any right to require any Secured Party, as a condition of payment or performance by the Guarantor, to (A) proceed against the Borrower, any other guarantor of the Guaranteed Obligations or any other Person, (B) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of the Borrower or any other Person, or (D) pursue any other remedy in the power of any Secured Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower including any defense based on or arising out of the lack of validity or unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower from any cause other than payment in full of the Guaranteed Obligations; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to fraud or willful misconduct; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, and (C) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

of any extension of credit to the Borrower and notices of any of the matters referred to in Section 6.02 and any right to consent to any thereof; (vii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof; (viii) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against the Borrower, any other guarantor or any other Person or any Collateral and (ix) any defense based on any right of set-off or counterclaim against or in respect of the obligations of any Grantor hereunder.

(d) Each such Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth in Section 6.02 and this Section 6.03 are knowingly made in contemplation of such benefits.

Section 6.04 Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Agreement, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against any Loan Party or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Loan Party directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, prior to the Discharge Date. Notwithstanding the foregoing sentence, if any amount shall be paid to a Guarantor in violation of the immediately preceding sentence at any time prior to the Discharge Date, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall promptly (and, in any event, within two (2) Business Days) be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Agreement thereafter arising. On the Discharge Date, the Collateral Agent will, at any Guarantor’s request and at the Borrower’s expense, execute and deliver to such Person appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Agreement.

Section 6.05 General Limitation on Guarantee Obligations. In any action or proceeding involving any state or provincial corporate law, or any foreign, state, provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 6.01 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

the amount of its liability under Section 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Secured Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01 Communication. Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation, notice by electronic communication) and shall be given to the relevant party at its address set forth below, or such other address as such party may hereafter specify by notice to the other party, by courier, by United States certified or registered mail, or by other electronic communication capable of creating a written record of such notice and its receipt. Notices under this Agreement to the Grantors or the Collateral Agent shall be addressed to their respective addresses set forth below:


			(A)			if to Devco Borrower, at:

						MN8 DevCo 3 LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

						with copy to:

						MN8 Energy LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

			(B)			if to Opco Borrower 1, at:

						MN8 FMG Class B LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

						with copy to:

						MN8 Energy LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)


						Attention: General Counsel
						Email: notices@mn8energy.com

			(C)			if to Opco Borrower 2, at:

						MN8 Bleeker 2 LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

						with copy to:

						MN8 Energy LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

			(D)			if to the Project Companies, at:

						American Beech Solar LLC, Bluebird Solar LLC or Prairie Solar 1, LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

						with copy to:

						MN8 Energy LLC
						1155 Avenue of the Americas
						27th Floor, New York, NY 10036
						Attention: General Counsel
						Email: notices@mn8energy.com

			(E)			if to the Collateral Agent, at:

						Natixis, New York Branch,
						as Collateral Agent
						1251 Avenue of The Americas, 5th Floor
						New York, NY 10020
						Attention: Daniel Fahey
						Email: adminagency@natixis.com; daniel.fahey.com


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

Each such notice, request or other communication shall be effective (i) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid, or (ii) if given by any other means, when delivered at the addresses specified in this Section 7.01.

Section 7.02 Amendments. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Collateral Agent (at the written direction of the Administrative Agent) and each Grantor, and such consent shall be effective only in the specific instance and for the specific purpose for which given. The Collateral Agent shall not be obligated to enter into any amendment that affects its rights, duties or obligations under this Agreement.

Section 7.03 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that each Grantor may not assign or transfer any of its rights or interest in or under this Agreement or delegate any of its obligations under this Agreement without the prior written consent of the Collateral Agent (at the written direction of the Administrative Agent); provided, further, that the Collateral Agent shall transfer or assign its rights under this Agreement in connection with a resignation or removal of such Person from its respective capacity in accordance with the terms of the Credit Agreement.

Section 7.04 Survival. All agreements, statements, representations and warranties made by each Grantor herein or in any certificate or other instrument delivered by such Grantor or on its behalf under this Agreement shall be considered to have been relied upon by the Collateral Agent and shall survive the execution and delivery of this Agreement and the other Credit Documents until termination thereof regardless of any investigation made by or on behalf of the Collateral Agent.

Section 7.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the Collateral Agent or any Secured Party to exercise and no delay in exercising, and no course of dealing with respect to any right, remedy, power or privilege hereunder shall operate as a waiver of such right, remedy, power or privilege nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Collateral Agent would otherwise have.

Section 7.06 Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or portable document format (“pdf”) signature page shall constitute an original for purposes hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation the Credit Documents, certificates, notices, consents, borrowing request and other documents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 7.07 Captions. The headings of the several articles and sections and sub sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 7.08 Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law, and all the provisions of this Agreement are intended to be subject to all applicable provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement invalid or unenforceable.

Section 7.09 Governing Law; Waiver of Jury Trial; Jurisdiction and Process.

(a) THIS AGREEMENT, AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH GRANTOR AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT A FINAL JUDGMENT IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN THIS SECTION 7.09 BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON IT SUBJECT TO RIGHTS OF APPEAL, AS THE CASE MAY BE, AND MAY BE ENFORCED IN THE


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

COURTS OF THE UNITED STATES OF AMERICA OR THE STATE OF NEW YORK (OR ANY OTHER COURTS TO THE JURISDICTION OF WHICH IT OR ANY OF ITS ASSETS IS OR MAY BE SUBJECT) BY A SUIT UPON SUCH JUDGEMENT.

(d) NO CLAIM MAY BE MADE BY ANY BORROWER, ANY OTHER GRANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST THE COLLATERAL AGENT OR ANY OF ITS SUCCESSORS IN INTEREST OR ASSIGNS OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATING TO, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER SECURITY DOCUMENTS, AND EACH GRANTOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

Section 7.10 Entire Agreement. This Agreement, together with any other agreement executed in connection with this Agreement, is intended by the parties as a final expression of their agreement as to the matters covered by this Agreement and is intended as a complete and exclusive statement of the terms and conditions of such agreement.

Section 7.11 Independent Obligations. Each Grantor’s obligations under this Agreement are independent of those of any other Person. The Collateral Agent may bring a separate action against a Grantor without first proceeding against any other Person or any other security held by the Collateral Agent and without pursuing any other remedy.

Section 7.12 Expenses. Each Grantor, on a joint and several basis, agrees to pay or to reimburse the Collateral Agent for all reasonable documented, out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses) that may be incurred by the Collateral Agent in any effort to enforce any of the provisions of Article V, or any of the obligations of such Grantor in respect of the Collateral or in connection with the preservation of the Liens on, or the rights of the Collateral Agent to the Collateral pursuant to this Agreement or the other Security Documents or any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses (and reasonable attorney’s fees and expenses) incurred in any bankruptcy, reorganization, workout or other similar proceeding. The Collateral Agent shall provide reasonable support for any costs, expenses, and/or charges at such Grantor’s reasonable request.

Section 7.13 Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in substantially the same manner as the Collateral Agent deals with similar property for other customers in similar transactions. The Collateral Agent shall be


			40
						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Except for reasonable care and preservation of any Collateral in its possession and the accounting for moneys actually received by it hereunder as described above, the Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof. The Collateral Agent is entering into this Agreement solely in its capacity as Collateral Agent under the Credit Agreement and shall be entitled to all of the rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Credit Documents (including without limitation Section 11 of the Credit Agreement), all of which are incorporated herein by reference, mutatis mutandis. It is understood that any reference to the Collateral Agent taking any action, making any determinations, requests, directions, consents or elections, deeming any action or document reasonable, appropriate, necessary, appropriate or satisfactory, exercising discretion, or exercising any rights or duties under this Agreement shall be pursuant to written direction from the Administrative Agent.

Section 7.14 Reinstatement. This Agreement and the obligations of the Grantors hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to any Credit Document is rescinded or must otherwise be restored or returned, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to such Grantor or any other Person or as a result of any settlement or compromise with any Person in respect of such payment, and the Grantors shall be jointly and severally obligated to pay the Collateral Agent promptly on demand for all reasonable and reasonably documented costs and expenses (including reasonable and reasonably documented fees of counsel) incurred by the Collateral Agent in connection with such rescission or restoration.

Section 7.15 Amendment and Restatement. The Existing Security Agreement is hereby amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall hereafter be replaced and superseded in all respects by this Agreement.

[SIGNATURES TO FOLLOW]


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						AMENDED AND RESTATED GUARANTY, PLEDGE & SECURITY AGREEMENT (MN8 BRIDGE CONSTRUCTION FINANCING)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the date first written above.


			GRANTORS:


			MN8 DEVCO 3 LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:


			MN8 BLEEKER 2 LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:


			AMERICAN BEECH SOLAR LLC,
			a North Carolina limited liability company


			By:
			Name:
			Title:


			AMERICAN BEECH SOLAR HOLDINGS
			LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:

[Signature Page to Amended and Restated Guaranty, Pledge and Security Agreement (MN8 Bridge Construction Financing)]


			BLUEBIRD SOLAR LLC,
			a Kentucky limited liability company


			By:
			Name:
			Title:


			BLUEBIRD SOLAR INVESTMENTS LLC,
			a Kentucky limited liability company


			By:
			Name:
			Title:


			PRAIRIE SOLAR 1, LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:

			PRAIRIE SOLAR HOLDINGS LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:




			PRAIRIE BX LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:

[Signature Page to Amended and Restated Guaranty, Pledge and Security Agreement (MN8 Bridge Construction Financing)]


			MN8 FMG CLASS B LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:


			MN8 FMG LLC,
			a Delaware limited liability company


			By:
			Name:
			Title:

[Signature Page to Amended and Restated Guaranty, Pledge and Security Agreement (MN8 Bridge Construction Financing)]


			COLLATERAL AGENT:

			NATIXIS, NEW YORK BRANCH,
			as Collateral Agent for the Secured Parties


			By:
			Name:
			Title


			By:
			Name:
			Title

[Signature Page to Amended and Restated Guaranty, Pledge and Security Agreement (MN8 Bridge Construction Financing)]

AMENDED AND RESTATED

GUARANTY, PLEDGE & SECURITY AGREEMENT

(MN8 BRIDGE CONSTRUCTION FINANCING)

AMENDED AND RESTATED

GUARANTY, PLEDGE & SECURITY AGREEMENT

(MN8 BRIDGE CONSTRUCTION FINANCING)

AMENDED AND RESTATED

GUARANTY, PLEDGE & SECURITY AGREEMENT

(MN8 BRIDGE CONSTRUCTION FINANCING)