SW6210908_Signing Official Title & Position Information_20211124

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

Jacob Dooley
From: Noah Hyte <[e-mail]>
Sent: Monday, August 30, 2021 12:11 PM
To: Mario Carreon; Harrison Cole
Subject: Re: Authorization for Signature - Bay Tree Post -Construction Stormwater Permit
Sorry guys, I have a drafted response that didn't send from the plane last week.
Approved on delegation of signing authority!
From: Mario Carreon <[e-mail]>
Date: Monday, August 30, 2021 at 10:10 AM
To: Harrison Cole <[e-mail]>, Noah Hyte <[e-mail]>
Subject: RE: Authorization for Signature - Bay Tree Post -Construction Stormwater Permit
Gents — it would be great to have this permit signature & notarization issue resolved by Wednesday (9/1), ahead of the
weekly call (if not cancelled due to holiday upcoming holiday weekend).
#StaySafe #MasksProtect #BeKind
-Mario
From: Harrison Cole <[e-mail]>
Sent: Monday, August 30, 2021 7:48 AM
To: Noah Hyte <[e-mail]>
Cc: Mario Carreon <[e-mail]>
Subject: RE: Authorization for Signature - Bay Tree Post -Construction Stormwater Permit
Hey Noah, just wanted to check in and see if you had any questions on the below.
Thanks,
Harrison
From: Harrison Cole
Sent: Friday, August 27, 2021 8:57 AM
To: Noah Hyte <[e-mail]>
Cc: Mario Carreon <[e-mail]>
Subject: Authorization for Signature - Bay Tree Post -Construction Stormwater Permit
Good morning Noah,
As you know, we are nearing the end of construction for Bay Tree and need to file a permit for Post -Construction
Stormwater. Due to some of the CM members departure over the last few months, this permit has fallen into
development's hand to sign. We've prepared this permit with the help of Mario (cc'd) and the DEPCOM team to ensure
we have everyone's sign off before executing the document.

We've gotten the landowner's signatures notarized and need to sign on behalf of the project company. What I would
like to request, is that I can sign this permit as Authorized Person and have it notarized by Nikki in the office here in
Asheville.
I've attached the permit application in case you would like to review or have any questions.
Thanks as always,
Harrison Cole
Cypress Creek Renewables
45 Banks Ave. I Asheville, North Carolina 28801
c: 336-543-8001 1 harrison.cole(a)ccrenew.com
CYPRESSCREEKC
RENEWABLES

MINUTES OF A SPECIAL AND ANNUAL MEETING OF MEMBERS
OF
BLUEBERRY BAY LLC.
This Special and Annual Meeting of the Members of the Limited Liability Company was
held at the corporation headquarters on the 7"' day of April 2015.
The Meeting was called to order by Chester S. Barnhill, Member Manager and Chairman for
purposes of the meeting.
Claudia Barnhill was named Secretary for purposes of the meeting.
The Secretary then reported that the Meeting had been called pursuant to a Notice of
Meeting and/or Waiver of Notice thereof in accordance with the Operating Agreement. It was
ordered that a copy of the Notice and Waiver of Notice be appended to the Minutes of the Meeting.
The Secretary then read the roll of Unit holders from the Transfer Ledger and noted that all
Unitholders were present.
The Chairman stated that a majority of the total number of Units issued and outstanding
were represented and that the Meeting was complete and ready to transact any business before it.
The following represents the membership:
Name
Certificate
Shares
Status
Chester Barnhill
1
200
Current
Claudia Barnhill
2
200
Current
The Chairman then gave a general report of the business and finances of the Company and
the Secretary reported the following changes of Unitholders since the last such report:
None.
The Chairman then moved to place the following special matters for consideration:
1. Add William Kiah Barnhill as Member Manager.
2. Add Patsy Barnhill as a Member.
3. Modify the unit ownership to the company to as follows: 51 % retained by Chester
Barnhill and Claudia Barnhill.
4. Modify the unit ownership to the company to as follows: 49% new issue to William Kiah
Barnhill and Patsy Barnhill

5. Void Certificates 1 &2 and issue new stock.
The following reflects the approved action, upon motion duly made and seconded, that Items
1-5 were approved. It was furthermore approved to strike the following stock certificates and issue
new certificates.
Name
Certificate
Shares
Status
Chester Barnhill
1
200
Voided
Claudia Barnhill
2
200
Voided
Chester Barnhill
3
102
New Issue
Claudia Barnhill
4
99
New Issue
William Barnhill
5
100
New Issue
Patsy Barnhill
6
99
New Issue
The Chairman then stated that the election of managers for the current year was in order.
The following were nominated Managers:
Chester Barnhill - member manager
Claudia Barnhill - member manager
William Barnhill - member manager
The following action was taken at the Meeting: It was agreed to continue the same principles
of operation and management as hereto exercised by the Company.
There being no further business, the meeting was, on motion, adjourned.
Dated: April 7" 2015.
4Ca a Barnhill, Secretary

RATIFICATION:
We, the undersigned Unitholders, or Assignees thereof, have read the minutes and do hereby
approve, ratify and confirm all business transacted as reported herein.
Ches�fr Barnhill, Member -Manager
n i
Clabd"ia Barnhill Member- Manager
William K. Barnhill Member - Mana
Patsy B hill Member
The following have been appended to the Minutes: Waiver of Notice

WAIVER OF NOTICE OF A SPECIAL AND ANNUAL MEETING OF MEMBERS
OF
BLUEBERRY BAY, LLC
We the undersigned, being all the Members of the Limited Liability Company hereby agree and
consent that the Annual Meeting of Members of the Limited Liability Company be held on the date
and the time and at the place stated below for the purpose of transacting any and all business that
should properly come before the Meeting and hereby waive all Notice of the Meeting and of any
adjournment thereof.
Date of Meeting: April 7" 2015
Time of Meeting: 10:00 o'clock a.m.
Place of Meeting: Corporate Headquarters
Notice Date: April I' 2015
4
Barnhill, MemAer-Manager
/CllaMia/BBaarrn-,hill Member- Manager
William K. Barnhill
(Notice purpose, ss ionly)
�V VIl I�
Patsy Ojrnhill
(Notice purposes only)

MINUTES OF THE ANNUAL MEETING OF MEMBERS
OF
BLUEBERRY BAY LLC.
The Annual Meeting of the Members of the Limited Liability Company was held at the
corporation headquarters on the 7"' day of April 2016.
The Meeting was called to order by Chester S. Barnhill, Member Manager and Chairman for
purposes of the meeting.
Claudia Barnhill was named Secretary for purposes of the meeting.
The Secretary then reported that the Meeting had been called pursuant to a Notice of
Meeting and/or Waiver of Notice thereof in accordance with the Operating Agreement. It was
ordered that a copy of the Notice and Waiver of Notice be appended to the Minutes of the Meeting.
The Secretary then read the roll of Unit holders from the Transfer Ledger and noted that all
Unitholders were present.
The Chairman stated that a majority of the total number of Units issued and outstanding
were represented and that the Meeting was complete and ready to transact any business before it.
The following represents the membership:
Name
Certificate
Shares
Status
Chester Barnhill
1
200
Voided
Claudia Barnhill
2
200
Voided
Chester Barnhill
3
102
New Issue
Claudia Barnhill
4
99
New Issue
William Barnhill
5
100
New Issue
Patsy Barnhill
6
99
New Issue
The Chairman then gave a general report of the business and finances of the Company and
the Secretary reported the following changes of Unitholders since the last such report:
None
The Chairman then stated that the election of managers for the current year was in order.
The following were nominated Managers:

Chester Barnhill - member manager
Claudia Barnhill - member manager
William Barnhill - member manager
The following action was taken at the Meeting: It was agreed to continue the same principles
of operation and management as hereto exercised by the Company.
There being no further business, the meeting was, on motion, adjourned.
Dated: April 7`h 2016.
C a dia Barnhill, Secretary
RATIFICATION:
We, the undersigned Unitholders, or Assignees thereof, have read the minutes and do hereby
approve, ratify and confirm all business transacted as reported herein.
Chester Barnhill, tuber -Manager
Cla is Barnhill Memb -Manager
William Barnhill Member- Manager
Patsy B nhill Member
The following have been appended to the Minutes: Waiver of Notice

WAIVER OF NOTICE OF THE ANNUAL MEETING OF MEMBERS
OF
BLUEBERRY BAY, LLC
We the undersigned, being all the Members of the Limited Liability Company hereby agree and
consent that the Annual Meeting of Members of the Limited Liability Company be held on the date
and the time and at the place stated below for the purpose of transacting any and all business that
should properly come before the Meeting and hereby waive all Notice of the Meeting and of any
adjournment thereof.
Date of Meeting: April 7"' 2016
Time of Meeting: 10:00 o'clock a.m.
Place of Meeting: Corporate Headquarters
Notice Date: April 1` 2016
Ces er Barnhill, Member -Manager `
dia Barnhill Member- Manager
V_, //� 111� ��
William Barnhill TdYAAAMW
MembManager
atsy rnhilI Member

MINUTES OF THE ANNUAL MEETING OF MEMBERS
BLUEBERRY BAY LLC.
The Annual Meeting of the Members of the Limited Liability Company was held at the
corporation headquarters on the Pt day of May 2017.
The Meeting was called to order by Chester Barnhill, Member Manager and Chairman for
purposes of the meeting.
Claudia Barnhill was named Secretary for purposes of the Meeting.
The Secretary then reported that the Meeting had been called pursuant to a Notice of
Meeting and/or Waiver of Notice thereof in accordance with the Operating Agreement. It was
ordered that a copy of the Notice of Waiver of Notice be appended to the Minutes of the
Meeting.
The Secretary then read the roll of Unit Holders from the Transfer Ledger and noted that
all Unitholders were present.
The Chairman stated that a majority of the total number of Units issued and outstanding
were represented and that the Meeting was complete and ready to transact any business before it.
The following represents the membership:
HOLDER
STATUS
UNITS
CERTIFICATE NO.
Chester Barnhill
Voided
200
1
Claudia Barnhill
Voided
200
2
Chester Barnhill
2015 Issue
102
3
Claudia Barnhill
2015 Issue
99
4
William Barnhill
2015 Issue
100
5
Patsy Barnhill
2015 Issue
99
6
The Chairman then gave a general report of the business and the finances of the Company
and the Secretary reported the following changes of Unitholders since the last such report:
None

The Chairman then stated that the election of managers of the current year was in order.
The following were nominated managers:
Chester Barnhill - member manager
Claudia Barnhill - member manager
William Barnhill - member manager
The following action was taken at the Meeting: It was agreed to continue the same
principles of operation and management as hereto exercised by the Company.
There being no further business, the meeting was, on motion, adjourned.
Dated: May 1512017
Cl is Barnhill, Secretary
RATIFICATION:
We, the undersigned Unitholders, or Assignees thereof, have read the minutes and do
hereby approve, ratify and confirm all business transacted as reported herein.
Chester Barnhill, Member -Manager
4Cd'ia Barnhill, Member -Manager
William Barnhill, Member -Manager
Patsy B h ll, Member
The following have been appended to the Minutess: Waiver of Notice

WAIVER OF NOTICE OF THE ANNUAL MEETING OF MEMBERS
OF
BLUEBERRY BAY, LLC.
We the undersigned, being all the Members of the Limited Liability Corporation hereby
agree and consent that the Annual Meeting of Members of the Limited Liability Corporation be held
on the date and the time and at the place stated below for the purpose of transacting any and all
business that should properly come before the Meeting and hereby waive all Notice of the Meeting
and hereby waive all Notice of the Meeting and of any adjournment thereof.
Date of Meeting: May V 2017
Time of Meeting: 9:30 a.m.
Place of Meeting: Corporate Headquarters
Notice date: April I st 2017
hester Barnhill, Member -Manager
(//A1jj
Cl dia Barnhill, Member -Manager
William Barnhill, Member -Manager
To, VAki � I
Patsy Bfjhill, Member

MINUTES OF THE ANNUAL MEETING OF MEMBERS
C0]1
BLUEBERRY BAY LLC.
The Annual Meeting of the Members of the Limited Liability Company was held at the
corporation headquarters on the Pt day of May 2018.
The Meeting was called to order by Chester Barnhill, Member Manager and Chairman for
purposes of the meeting.
Claudia Barnhill was named Secretary for purposes of the Meeting.
The Secretary then reported that the Meeting had been called pursuant to a Notice of
Meeting and/or Waiver of Notice thereof in accordance with the Operating Agreement, It was
ordered that a copy of the Notice of Waiver of Notice be appended to the Minutes of the
Meeting.
The Secretary then read the roll of Unit Holders from the Transfer Ledger and noted that
all Unitholders were present.
The Chairman stated that a majority of the total number of Units issued and outstanding
were represented and that the Meeting was complete and ready to transact any business before it.
The following represents the membership:
HOLDER
STATUS
UNITS
CERTIFICATE NO.
Chester Barnhill
Voided
200
1
Claudia Barnhill
Voided
200
2
Chester Barnhill
2015 Issue
102
3
Claudia Barnhill
2015 Issue
99
4
William Barnhill
2015 Issue
100
5
Patsy Barnhill
2015 Issue
99
6
The Chairman then gave a general report of the business and the finances of the Company
and the Secretary reported the following changes of Unitholders since the last such report:
None

The Chairman then stated that the election of managers of the current year was in order.
The following were nominated managers:
Chester Barnhill - member manager
Claudia Barnhill - member manager
William Barnhill - member manager
The following action was taken at the Meeting: It was agreed to continue the same
principles of operation and management as hereto exercised by the Company.
There being no further business, the meeting was, on motion, adjourned.
Dated: May 1" 2018 .
Ckoa Barnhill, Secretary
111704of I[OFER-KIRS
We, the undersigned Unitholders, or Assignees thereof, have read the minutes and do
hereby approve, ratify and confirm all business transacted as reported herein.
Ch arnhill, Member -Manager
Cl is Barnhill, Member -Manager
t6�61
William Barnhill, Member -Manager
Patsy B 11, Member
The following have been appended to the Minutess: Waiver of Notice

WAIVER OF NOTICE OF THE ANNUAL MEETING OF MEMBERS
OF
BLUEBERRY BAY, LLC.
We the undersigned, being all the Members of the Limited Liability Corporation hereby
agree and consent that the Annual Meeting of Members of the Limited Liability Corporation be held
on the date and the time and at the place stated below for the purpose of transacting any and all
business that should properly come before the Meeting and hereby waive all Notice of the Meeting
and hereby waive all Notice of the Meeting and of any adjournment thereof.
Date of Meeting: May 1512018
Time of Meeting: 9:30 a.m.
Place of Meeting: Corporate Headquarters
Notice date: April I st 2018
Ch ster Barnhill, Member -Manager
- 26�6�
la dia Barnhill, Member -Manager
William Barnhill, Member -Manager
s � 1
Patsy Barmol.,
Member