Consent to Business Combination Agreement, dated July 9, 2023

to the extent at least $30,000,000 in funds are available at the Closing Time in connection with (i) any issuance by the Acquiror of equity securities in a private placement (including any Acquiror PIPE Investment (as defined in the Agreement)) and (ii) the balance held in the Trust Account (as defined in the Agreement) after giving effect to Acquiror Share Redemptions (as defined in the Agreement) (collectively and without duplication, such value the “deSPAC Proceeds”), CS Solis’s full, final and indefeasible payment to CRSEF, and CRSEF’s receipt (as confirmed by CRSEF in writing), of cash in an amount equal to the lesser of (I) $5,000,000 and (II) the difference between the amount of deSPAC Proceeds and $30,000,000, of which, notwithstanding anything to the contrary in the LLCA, (i) the first $500,000 shall constitute a reimbursement of certain of CRSEF’s expenses in accordance with Section 6.07(d)(ii) of the LLCA, and (ii) subject to Section 5, the remaining amounts shall be applied in accordance with Section 2(c)(i);

a future payment obligation shall have been established for the benefit of CRSEF whereby all of the following has occurred as of the Closing Time:

CS Solis has deposited not less than $10,000,000 (the “Deposit”) into a third-party escrow account held by a commercial bank satisfactory to CRSEF (the “Escrow Agent”); and

CS Solis, CRSEF and the Escrow Agent have entered into a definitive escrow agreement (the “Escrow Agreement”), which agreement will provide, inter-alia, that (A) if the Net Investment Amount (as such term is defined in the LLCA, the “Net Investment Amount”) has not been reduced to zero or CS Solis has not paid any amounts owed to CRSEF pursuant to Sections 6.07(b) and 6.08(c) of the LLCA on or before the ninetieth (90th) calendar day after the Closing Time, $5,000,000 of the Deposit shall be released to CRSEF without CS Solis’ consent and (I) pay any amounts that were not reimbursed under Section 1(a)(i) at the Closing Time, (II) once any such amounts have been fully reimbursed, reduce the Revised Net Investment Amount and Net Investment Amount in accordance with Section 2(c) below and (III) following such reduction, if such proceeds are not fully utilized, pay any amounts owed to CRSEF pursuant to Sections 6.07(b) and 6.08(c) of the LLCA; (B) if the Net Investment Amount has not been reduced to zero or CS Solis has not paid any amounts owed to CRSEF pursuant to Sections 6.07(b) and 6.08(c) of the LLCA on or before the one hundred eightieth (180th) calendar day after the Closing Time, the balance of the Deposit, if any, shall be released to CRSEF without CS Solis’ consent and (I) reduce the Revised Net Investment Amount and Net Investment Amount in accordance with Section 2(c) below and (II) following such reduction, if such proceeds are not fully utilized, pay any amounts owed to CRSEF pursuant to Sections 6.07(b) and 6.08(c) of the LLCA; (C) upon the occurrence of a Material Breach under and as defined in the LLCA, the balance of the Deposit shall be released to CRSEF

the delivery to CRSEF, by the Acquiror, of the final sources and uses document showing the payments to be made at the closing of the Business Combination and Transaction, which final sources and uses document shall show (i) the payment of cash to CRSEF as required under Section 1(a) and (ii) the funding of the Deposit to the third party escrow account pursuant to the Escrow Agreement as required under Section 1(b)(i);

the execution and delivery to CRSEF, by Complete Solar and the Acquiror, of an amendment and restatement of the Carlyle Warrant Agreement in the form of attached Exhibit A; and

the execution and delivery to CRSEF, by the Acquiror, of a guaranty of certain of CS Solis’ obligations under the LLCA in the form of attached Exhibit B (the “Guaranty”).

from and after the date hereof:

prior to the Closing Time, Complete Solar, in its capacity as “Manager” under the LLCA, shall, with the prior written consent of CRSEF, appoint one officer of CS Solis that shall hold the title of President (the “Complete Officer”);

the Complete Officer shall have all customary rights and authorities that are substantially similar to those of any officers of Acquiror or any of its other subsidiaries; and

the Complete Officer may be removed and replaced (or a replacement thereof upon a vacancy for any reason shall be appointed by Complete Solar in its capacity as Manager) solely with the prior written consent of CRSEF;

notwithstanding anything to the contrary in Section 5.01 of the LLCA, and provided that (x) the Net Investment Amount is greater than zero on the applicable Quarterly Date and (y) for the avoidance of doubt, any payments of Quarterly Dividends shall not constitute a reduction to the Revised Net Investment Amount under this Consent, (i) at least 25% of the first Quarterly Dividend after the Closing Time shall be paid in cash by CS Solis; (ii) at least 50% of the second Quarterly Dividend after the Closing Time shall be paid in cash by CS Solis; (iii) at least 75% of the third Quarterly Dividend after the Closing Time shall be paid in cash by CS Solis; and (iv) 100% of the fourth Quarterly Dividend after the Closing Time (and each Quarterly Dividend thereafter) shall be paid in cash by CS Solis;

if the Consent Conditions have been satisfied (or waived in accordance with this Consent) by the Condition Satisfaction Deadline, once the Revised Net Investment Amount has been reduced to zero, the Net Investment Amount shall be deemed to be zero, and the Revised Net Investment Amount and Net Investment Amount shall be reduced as follows (with the following provisions taking precedence over the application of clause (f) of the definition of “Net Investment Amount” in the LLCA to the extent implicated hereby):

subject to Section 5 below, the Revised Net Investment Amount and Net Investment Amount will be reduced by 100/116 of the payment received under Section 1(a)(ii) of this Consent;

subject to Section 5 below, the Revised Net Investment Amount and Net Investment Amount will be reduced by 100/120 of all amounts of the Deposit not applied in accordance with Section 1(b)(ii)(I) and actually received by CRSEF pursuant to the Escrow Agreement before the date that is ninety (90) days after the Closing Time;

subject to Section 5 below, the Revised Net Investment Amount and Net Investment Amount will be reduced by 100/125 of all amounts of the Deposit not applied in accordance with Section 1(b)(ii)(I) and actually received by CRSEF pursuant to the Escrow Agreement from and after the date that is ninety (90) days after the Closing Time until the date that is one hundred eighty (180) days after the Closing Time;

from the Closing Time until the date that is one year after the Closing Time, except for payments described in Sections 2(c)(i), (2)(c)(ii) or 2(c)(iii), the Revised Net Investment Amount and Net Investment Amount will be reduced by 100/130 of all Net Investment Amount Reduction Payments actually received by CRSEF; and

from and after the date that is one year after the Closing Time, the Revised Net Investment Amount and Net Investment Amount will be reduced by 100/140 of all Net Investment Amount Reduction Payments actually received by CRSEF;

absent the prior written consent of CRSEF, none of Acquiror, Complete Solar or CS Solis shall, nor shall any such person permit any of their respective Subsidiaries (as such term is defined in the LLCA) to:

incur any indebtedness (other than for the purpose of immediate payment to CRSEF of amounts sufficient to reduce the Net Investment Amount to zero and pay all other amounts owed to CRSEF pursuant to the LLCA);

issue any equity (other than (x) in the case of Acquiror, any publicly traded equity securities in the Acquiror or (y) for the purpose of immediate payment to CRSEF of amounts sufficient to reduce the Net Investment Amount to zero and pay all other amounts owed to CRSEF pursuant to the LLCA);

repay indebtedness for borrowed money owed to any person other than CRSEF; or

make payments or distributions of cash, cash equivalents, equity or other property to its equityholders (other than CRSEF);

sell all or substantially all of its assets or merge or consolidate with any Person; or

Agree to do any of the foregoing;

if the Consent Conditions have been satisfied (or waived in accordance with this Consent) by the Condition Satisfaction Deadline, from and after the Closing Time, the following modifications of the LLCA shall be deemed effective, which modifications CRSEF agrees to:

in lieu of existing Section 6.09(c) of the LLCA, Section 6.09(c) of the LLCA shall read: Cause the Company to: (i) maintain on each Test Date when the Company’s Net Revenue for the twelve (12) month period ended on such Test Date is less than $150,000,000, a Contract Revenue Backlog of at least $25,000,000; and (ii) maintain on each Test Date a cash balance, in one or more accounts (including any escrow accounts) maintained by the Company or its Subsidiaries, of no less than $4,000,000;

in lieu of existing Section 6.09(d) of the LLCA, Section 6.09(d) of the LLCA shall read: Not permit the Company or any of its Subsidiaries to: (i) permit, as of any Test Date, the average time between the sale of each Rooftop Solar Facility sold to a customer during the twelve (12) month period ending on such Test Date and the completion of the installation of such system to exceed eighty (80) days, provided that only sales occurring after December 31, 2022 will be included for purposes of any future Test Date calculations following the Closing Time; or (ii) fail to maintain in full force and effect, certificates of insurance, binders and policies of such types and in such amounts and for such risks, casualties and contingencies as is reasonably adequate to insure their respective businesses against insurable losses, damages, claims and risks to, in connection with or relating to their respective businesses, properties, assets and operations, or as required by applicable Law or by any Material Contract;

in lieu of existing Schedule 13.02 to the LLCA, Schedule 13.02 to the LLCA shall be deemed to not include the third bullet point on such schedule (i.e., the obligation to hire an attorney to act as General Counsel);

in lieu of existing Schedule K to the LLCA, Schedule K to the LLCA shall be deemed to not include the names of Carl Jasper, Rachel Messer and Shane Messer; and

in lieu of the instances of the name “Albert Luu” throughout the LLCA, all such references shall be deemed replaced with the name “Brian Wuebbels”; and

Acquiror shall deliver, within thirty (30) days of the end of each calendar month, to CRSEF a financial and operating report regarding the performance of Acquiror, Complete Solar and CS Solis in the form of attached Exhibit C.

such party is duly incorporated, organized, or formed (as applicable), validly existing, and in good standing under the law of the jurisdiction of its incorporation, organization, or formation; duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization, or formation; and has full power and authority to execute and deliver this Consent and to perform its obligations hereunder, and all necessary actions by and consents of the board of directors, stockholders, managers, members, partners, trustees, beneficiaries, or other applicable persons necessary for the due authorization, execution, delivery, and performance of this Consent by such party have been duly taken or obtained;

such party has duly executed and delivered this Consent and this Consent constitutes the valid and binding obligation of party, enforceable against such party in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity);

such party’s authorization, execution, delivery, and performance of this Consent does not and will not (i) conflict with, or result in a breach, default, or violation of, or result in a default or the creation of a lien, claim or encumbrance, or give rise to any right of termination, cancellation, or acceleration of any of the terms, conditions or provisions of (A) the organizational documents of such party, (B) any material contract to which such party is a party or by which it or its assets are bound, or (C) any law or arbitral award to which such party is subject in any material respect; or (ii) require any consent, approval, or authorization from, filing or registration with, or notice to, any governmental authority or other person or entity, other than as have already been obtained; and

solely in the case of CRSEF, CRSEF has not Disposed (as such term is defined in the LLCA) of any portion of its Class B Units or Membership Interest (as such terms are defined in the LLCA).

All notices, requests, or consents provided for or permitted to be given under this Consent must be in writing and must be delivered to the recipient by electronic mail (a copy of which may be delivered in person or by courier or mail). A notice, request, or consent given under this Consent is effective on receipt by the applicable party. All notices, requests, and consents to be sent to a party must be sent to the following addresses or such other address as that party may specify by notice to the parties:

Neither this Consent, nor any party’s rights or obligations hereunder, may be assigned or delegated to any other person or entity.

This Consent may be amended or restated only by a written instrument executed by each of the parties hereto.

This Consent, together with the Carlyle Board Observer Agreement, Carlyle Warrant Agreement and LLCA (and each other agreement required hereby and thereby) constitutes the entire agreement of the parties relating to the transactions contemplated hereby and supersedes all provisions and concepts contained in all prior agreements. In the event of any conflict between the express terms of this Consent and the LLCA, this Consent shall control.

This Consent shall be deemed “Confidential Information” as such term is defined in, and for purposes of, the LLCA.

Except as otherwise provided in this Consent, a waiver or consent, express or implied, to or of any breach or default by any party hereto in the performance by that party of its obligations hereunder is not a consent or waiver to or of any other breach or default in the performance by that party of the same or any other obligations of that party with respect to its obligations hereunder. Except as otherwise provided in this Consent, failure on the part of any party hereto to complain of any act of any party or to declare any party in default with respect to its obligations hereunder, irrespective of how long that failure continues, does not constitute a waiver by that party of its rights with respect to that default until the applicable statute of limitations has run.

Each of Section 13.06, Section 13.07 and Section 13.11 of the LLCA shall apply to this Consent, mutatis mutandis, construing this Consent as the “Agreement” and construing each party hereto as a “Member”.

/s/ Adam Gishen

/s/ William J. Anderson

/s/ William J. Anderson

/s/ Sanket Patel

/s/ William Cagney

/s/ Estell Beyl Vodouhe