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Home My WebLink AboutSW6210908_Signing Official Title & Position Information_202110128/17/2021 North Carolina Secretary of State Search Results • File an Annual Report/Amend an Annual Report • Upload a PDF Filing • Order a Document Online - Add Entity to My Email Notification List • View Filings • Print a Pre -Populated Annual Report form • Print an Amended a Annual Report form Limited Liability Company LegaL Name Bay Tree Solar, LLC Prev LegaL Name New Bern Solar, LLC Information Sosld: 1408836 Status: Current -Active O Date Formed: 10/27/2014 Citizenship: Domestic Annual Report Due Date: April 15th CurrentAnnuaL Report Status: Registered Agent: Corporation Service Company Addresses Reg Office 2626 Glenwood Ave Ste 550 Raleigh, NC 27608 Principal Office 3402 Pico Boulevard Santa Monica, CA 90405 Company Off icials Reg Mailing 2626 Glenwood Ave Ste 550 Raleigh, NC 27608 Mailing 3402 Pico Boulevard Santa Monica, CA 90405 https://www.sosnc.gov/online_services/search/Business_Registration_Results 1/2 8/17/2021 North Carolina Secretary of State Search Results All LLCs are managed by their managers pursuant to N.C.G.S. 57D-3-20. Member Bay Tree HoldCo, LLC 3402 Pico Boulevard Santa Monica CA 90405 https://www.sosnc.gov/online_services/search/Business_Registration_Results 2/2 FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BAY TREE SOLAR, LLC This Fourth Amended and Restated Limited Liability Company Agreement ("Agreement") of Bay Tree Solar, LLC (the "Company"), effective as of July 24, 2020 (the "Effective Date"), is entered into by CCRD WC Borrower, LLC, a Delaware limited liability company, as the sole member of the Company (the "Member"). WHEREAS, the Company was formed as a limited liability company on October 27, 2014 by the filing of Articles of Organization with the Secretary of State of the State of North Carolina pursuant to and in accordance with the North Carolina Limited Liability Company Act, as amended from time to time (the "Act"); WHEREAS, the original name of the Company was New Bern Solar, LLC; WHEREAS, Cypress Creek Renewables, LLC (the "Original Member") entered into that certain Operating Agreement of the Company, dated as of October 27, 2014 (the "Original Agreement"), and Cypress Creek Renewables Development, LLC (the "Previous Member") entered into that certain Amended and Restated Operating Agreement of the Company, dated as of May 11, 2016 (the "Previous Agreement"); WHEREAS, pursuant to that certain Amendment of Articles of Organization filed with the Secretary of State of the State of North Carolina on April 28, 2016, the name of the Company was amended to Bay Tree Solar, LLC; WHEREAS, one hundred percent (100%) of the membership interests of the Company were transferred from the Original Member to the Previous Member, effective as of May 11, 2016; and one hundred percent (100%) of the membership interests of the Company were transferred from the Previous Member to the Member, effective as of the date hereof, WHEREAS, the Member wishes to amend and restate the Previous Agreement; and WHEREAS, the Member agrees that the membership in and management of the Company shall now be governed by the terms set forth herein. NOW, THEREFORE, the Member agrees as follows: Name. The name of the Company is Bay Tree Solar, LLC. 2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary or incidental thereto. 3. Principal Office, Registered Agent. (a) Principal Office. The location of the principal office of the Company shall be 3402 Pico Boulevard, Santa Monica, California 90405, or such other location as the Member may from time to time designate. (b) Registered Agent. The registered agent of the Company for service of process in the State of North Carolina and the registered office of the Company in the State of North Carolina shall be that person and location reflected in the Articles of Organization. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law. 4. Members. (a) Member. The Member owns 100% of the legal, equitable and beneficial interests in the Company. The name and mailing address of the Member are as follows: Name CCRD WC Borrower, LLC Address 3402 Pico Boulevard Santa Monica, California 90405 (b) Additional Members. One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary. (c) Membership Interests; Certificates. The Company has only one class of membership interests. The Company will not issue any certificates to evidence ownership of the membership interests. 5. Management. (a) Authority; Powers and Duties of the Member. The Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement. The Member shall have all rights and powers of a manager under the Act, and shall have such authority, rights and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement. (b) Authorized Persons; Delegation of Authority_. The Member may, from time to time, designate one or more authorized persons with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such authorized person by the Member (each such designated person, an "Authorized Person"). Any such Authorized Person shall act pursuant to such delegated authority until such Authorized Person is removed by the Member. Any action taken by an Authorized Person designated by the Member pursuant to 2 authority delegated to such Authorized Person shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Authorized Person set forth in this Agreement and any instrument designating such Authorized Person and the authority delegated to him or her. 6. Liability of Member; Indemnification. (a) Liability of Member. To the fullest extent permitted under the Act, neither the Member, whether acting as the Member, in its capacity as the manager of the Company, or in any other capacity, nor any officer, authorized person or manager of the Member or any Authorized Person of the Company, shall be liable for any debts, obligations or liabilities of the Company or each other, whether arising in tort, contract or otherwise (including, without limitation, whether alleged to be based upon breach of any duty of care or duty of loyalty or other fiduciary duty), solely by reason of being a Member, an officer, authorized person or manager of the Member, or an Authorized Person of the Company. (b) Indemnification. To the fullest extent permitted under the Act, the Member (irrespective of the capacity in which it acts), any officer, authorized person or manager of the Member, and any Authorized Person of the Company (each, an "Indemnified Party") shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim or expense (including attorneys' fees) whatsoever incurred by such Indemnified Party relating to or arising out of any act or omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by such Indemnified Party on behalf of the Company; provided, however, that any indemnity under this Section 6(b) shall be provided out of and to the extent of Company assets only, and no Indemnified Party nor any other person shall have any personal liability on account thereof. 7. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 11. 8. Capital Contributions. The Member hereby agrees to contribute to the Company such cash, property or services as determined by the Member. 9. Tax Status, Income and Deductions. (a) Tax Status. As long as the Company has only one member, it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company's tax status as a disregarded entity. (b) Income and Deductions. All items of income, gain, loss, deduction and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction and credit of the Member. 10. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. 11. Dissolution_ Liauidation. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section § 57D-6-01 of the Act, unless the Company's existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, including to the Member if a creditor, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file Articles of Dissolution in accordance with the Act. 12. Miscellaneous. (a) Amendments. Amendments to this Agreement may be made only with the consent of the Member. (b) Governing Law. This Agreement shall be governed by the laws of the State of North Carolina. (c) Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement. [SIGNATURE PAGE FOLLOWS] rd DocuSign Envelope ID: 8D7594A6-OBE8-4AB3-AE37-4C2E4DD99B38 IN WITNESS WHEREOF, the undersigned has executed this Agreement to be effective as of the date first above written. CCRD WC BORROWER, LLC DocuSigned by: By. raSSJ� ot.( Vi- D-16BFB09-@5r Name: Cassidy DeLine Title: Authorized Person