Board Governance Pack

I've drafted the four documents you asked for, plus a list of open questions. The pack is in one Word file for counsel, with a markdown copy of each document. Every document is headed "DRAFT – for counsel review – not adopted".

Files (all in tidewell-governance-pack (in your working folder), last updated 2026-10-01 22:19)

I checked that every dollar figure and deadline matches your facts, and that no law or regulation is cited. Nothing has been sent to anyone.

Where I left things open rather than decide them

Chair question: the board charter offers three alternatives side by side: Walter stays Executive Chair, Executive Chair plus a lead independent director, or an independent chair. It doesn't recommend one.

Safety & Operations Committee: the Audit & Risk charter has two alternatives for safety oversight, depending on whether the board forms that committee.

Reserved matters: the five items from the shareholders' agreement are restated with your thresholds ($10M debt, $5M acquisitions) and need both Granite Arch directors to approve. Other possible board-approval items are marked as proposals with blank thresholds.

Not invented: quorum, voting rules, director terms, an independence definition and the materials deadline are all left as blanks for you or counsel to fill.

Things to know
1.

Four of the seven lender deadlines fall on a weekend: 14 Feb, 15 May, 14 Aug and 14 Nov 2027. Also, 2028 is a leap year, so the FY2027 audited financials are due

29 April 2028, not 30 April. Counsel needs to confirm how the credit agreement treats weekend deadlines.
2.

The board meeting months are my suggestion: Feb, Apr, Jun, Aug, Oct, Dec. That puts the April meeting before the 30 April audit deadline and the December meeting before the next year's budget is needed. Audit & Risk would meet five times, each just before a lender deadline. I also suggested holding the annual shareholders' meeting in June every year.
3. A two-person committee is a problem when Granite Arch is involved. Elisabeth Varga would have to step out of any review of a Granite Arch transaction, leaving Dr. Lusk alone. The new independent director could fix that by joining the committee.
4.

Minutes are the most urgent fix. Emailed notes don't show that both Granite Arch directors approved a reserved matter, which is the record you'd need if an approval were ever challenged.
5.

Someone needs to own the paperwork. Almost every task in the calendar depends on naming a corporate secretary. That's the practical step that gets the board out of the founder's inbox.

Most important questions for you: the chair structure, whether to form the Safety & Operations Committee, who acts as corporate secretary, and whether the 2027 budget will be approved before 1 January.

The Compensation and Safety & Operations charters, board-package and minutes templates, and the new-director onboarding plan weren't part of this request. I can draft them next if you'd like.

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The file it wrote: tidewell-governance-pack/01-gap-assessment.md

DRAFT - for counsel review - not adopted

GOVERNANCE DOCUMENT GAP ASSESSMENT

TIDEWELL SOLAR HOLDINGS, INC.

Prepared: 1 October 2026 (draft for outside counsel)
Entity: private Texas corporation; commercial and community solar developer and installer
Fiscal year end: 31 December
Ownership: founding family 65%; Granite Arch Partners 35% (since April 2026)

How to read this table. Status is one of Exists / Missing / Outdated (version over three
years old) / Unknown (not mentioned in the brief). "Source" says where the row comes from:
Brief means the company's own facts. Indicated means the entity profile suggests the
document, but nobody has said it is required. Nothing here says a document is legally required.
Where that question matters, the row is marked COUNSEL TO CONFIRM.

Priority key. P1 = compliance-critical: it touches a contractual or regulatory
obligation named in the brief (the shareholders' agreement reserved matters, the credit agreement
reporting deadlines, state utility commission approvals). P2 = needed for the Q1 2027 board
transition (new independent director, committee formation). P3 = good practice.

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1. Document inventory

2. Recommended order of work

1. Before the first 2027 board meeting (P1): adopt the minutes and resolution formats. Have
   counsel check the bylaws against the shareholders' agreement. Assign an owner and an internal
   review step for each lender deliverable. Get counsel's list of state utility commission
   obligations.
2. By the time the new independent director is seated (by March 2027) (P2): adopt the board
   charter and A&R charter. Agree an independence definition. Put the governance calendar,
   board package template and onboarding plan in place. Decide the chair / lead independent
   director question and whether to form a Safety & Operations Committee.
3. During 2027: adopt the related-party and whistleblower policies and the refreshed code of
   conduct. Establish the Compensation Committee with its charter. Introduce the D&O
   questionnaire and annual conflict disclosure.

3. Unresolved decisions that shape several documents

These are not decided in any draft. Bracketed alternatives are used instead.

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Draft prepared from facts supplied by the company. Nothing in this assessment is legal advice
or a statement of what the law requires. All COUNSEL TO CONFIRM items are listed in
05-open-items.md.

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The file it wrote: tidewell-governance-pack/02-board-charter.md

DRAFT - for counsel review - not adopted

BOARD OF DIRECTORS CHARTER

TIDEWELL SOLAR HOLDINGS, INC.

Adopted: [DATE OF ADOPTION]
Last Amended: [DATE]

Drafting notes for counsel. This charter sits beneath the certificate of formation, the
bylaws (last amended 2018) and the Shareholders' Agreement (April 2026). It is meant to restate
and operationalize those documents, not override them. Square-bracketed text is either a
placeholder (NOT PROVIDED) or an unsettled alternative that the company has not decided.
Every dollar threshold in Article III comes from the Shareholders' Agreement as summarized by
the company. Please conform the wording to the agreement's defined terms.

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ARTICLE I: PURPOSE

1.1 Purpose

The Board of Directors (the "Board") of Tidewell Solar Holdings, Inc. (the "Company") directs
and oversees the management of the business and affairs of the Company. It acts in the best
interests of the Company, consistent with the Company's certificate of formation [or articles of
incorporation - COUNSEL TO CONFIRM], its Bylaws, the Shareholders' Agreement dated April 2026
(the "Shareholders' Agreement") and applicable Texas law.

1.2 Relationship to Management

The Board delegates the day-to-day management of the Company to the Chief Executive Officer
and, through the CEO, to management. The Board keeps the matters reserved to it under
Article III, together with any other matters reserved to the Board or the shareholders by law,
the Company's governing documents or the Shareholders' Agreement. Management authority below
the Board's thresholds is set out in a delegation-of-authority matrix approved by the Board
[MATRIX: NOT PROVIDED - to be developed].

1.3 Order of Precedence

If this Charter conflicts with the certificate of formation, the Bylaws or the Shareholders'
Agreement, the conflicting document governs [ORDER OF PRECEDENCE AMONG THOSE THREE DOCUMENTS -
COUNSEL TO CONFIRM].

ARTICLE II: COMPOSITION AND STRUCTURE

2.1 Board Size

The Board consists of six (6) seats. [SOURCE OF THE SIX-SEAT NUMBER (bylaws or Shareholders'
Agreement) and any permitted range - COUNSEL TO CONFIRM.]

2.2 Composition

[DESIGNATION AND NOMINATION RIGHTS for each seat, including who nominates the independent
seats and whether the founding family holds designation rights: NOT PROVIDED - COUNSEL TO
CONFIRM against the Shareholders' Agreement.]

2.3 Independence

A. Definition. A director is "independent" if the director meets [INDEPENDENCE STANDARD: NOT
PROVIDED - to be taken from the Shareholders' Agreement if it defines the term; otherwise to
be adopted by the Board on counsel's advice]. No stock exchange or securities-law
independence standard is assumed to apply to the Company.

B. Determination. The Board will make an independence determination for each independent
director when the director is appointed and once a year after that, based on a director
questionnaire.

C. Investor-designated directors. Whether the directors designated by Granite Arch Partners
count as independent for any purpose under this Charter or a committee charter: [NOT
PROVIDED - COUNSEL TO CONFIRM].

2.4 Qualifications

The Board, as a whole, should have experience relevant to the Company's business. That
includes solar project development and construction, utility regulation and interconnection,
project and corporate finance, safety and operations, and governance. The Board will keep a
skills matrix and use it when filling the vacant independent seat and any future vacancies.

2.5 Term and Tenure

[TERM LENGTH, ELECTION MECHANICS, TERM LIMITS, RETIREMENT AGE: NOT PROVIDED - COUNSEL TO
CONFIRM against the Bylaws and the Shareholders' Agreement.]

2.6 Vacancies

Vacancies are filled in the manner set out in [BYLAWS / SHAREHOLDERS' AGREEMENT - COUNSEL TO
CONFIRM]. The independent seat now vacant is to be filled by March 2027.

ARTICLE III: RESPONSIBILITIES AND RESERVED POWERS

3.1 Core Responsibilities

A. Strategy: approve the Company's strategy and oversee how it is carried out, including the
project development pipeline and capital allocation.

B. Chief Executive Officer: appoint, evaluate and, if needed, remove the CEO (see 3.2), and plan
for CEO succession.

C. Financial integrity: oversee financial reporting, including the timely delivery to the
Company's lender of audited annual financial statements (within 120 days of fiscal year end)
and quarterly compliance certificates (within 45 days of quarter end) required by the
Company's credit agreement, acting principally through the Audit & Risk Committee.

D. Risk, safety and compliance: oversee the Company's principal risks. These include
construction and installation safety, the state utility commission approvals some projects
require, and compliance with the credit agreement.

E. Governance: maintain the governance framework, including this Charter, committee charters,
board evaluation, and director onboarding.

3.2 Reserved Matters Requiring Granite Arch Director Approval

Under the Shareholders' Agreement, each of the following matters requires approval of the
Board, including the affirmative approval of both directors designated by Granite Arch
Partners:

Counsel to confirm against the Shareholders' Agreement:

• (a) How "debt" and "acquisition" are defined, and whether the thresholds apply per
  transaction or in aggregate.
• (b) Whether "issuing new equity" covers equity-incentive grants.
• (c) What happens if a Granite Arch director is absent, conflicted or the seat is vacant, and
  whether the approval may be given by written consent.
• (d) Whether the CEO director votes on matter 4.
• (e) Whether the credit agreement separately restricts or conditions items 1, 2 or 5.

The minutes of any meeting approving a reserved matter must record by name the vote of each
Granite Arch director (see 5.6).

3.3 Other Matters Reserved to the Board (proposed)

The matters below are proposed board-approval matters. They are not in the
Shareholders' Agreement as summarized by the company, and the Board must decide whether to
adopt each one. Any thresholds stay as placeholders until the Board sets them.

3.4 No Delegation of Reserved Matters

No committee or officer may approve a matter listed in Section 3.2. Committees may review such
matters and make recommendations on them.

ARTICLE IV: BOARD LEADERSHIP

UNSETTLED - DO NOT ADOPT UNTIL DECIDED. The founding family wants Walter Brennick to remain
Executive Chair. Granite Arch Partners would prefer an independent chair or a lead
independent director. This has not been settled. The three alternatives below are drafted
neutrally. Counsel should also confirm whether the Shareholders' Agreement or Bylaws already
govern chair appointment.

4.1 Chair of the Board

The Board elects a Chair from among its members [ELECTION MECHANICS AND TERM: NOT PROVIDED -
COUNSEL TO CONFIRM]. The Chair presides at Board and shareholder meetings, sets Board agendas
in consultation with the CEO, and is responsible for the timely flow of information to the
Board.

[ALTERNATIVE A - Executive Chair (current arrangement)]
The Chair may be an executive officer of the Company (the "Executive Chair"). The Executive
Chair's executive responsibilities, and how they are divided from the CEO's, are set out in
[POSITION DESCRIPTION: NOT PROVIDED]. Executive sessions of non-management directors (Section
5.4) are chaired by [an independent director chosen by the non-management directors at each
session / the chair of the Audit & Risk Committee - TO BE DECIDED].

[ALTERNATIVE B - Executive Chair with Lead Independent Director]
As Alternative A, and in addition the [independent directors / non-management directors - TO BE
DECIDED] elect a Lead Independent Director from among the independent directors. The Lead

Independent Director

• presides at executive sessions and at Board meetings in the Chair's absence;
• approves Board meeting agendas and schedules with the Chair;
• acts as liaison between the non-management directors and the Executive Chair and CEO;
• may call meetings of the independent or non-management directors; and
• leads the annual Board evaluation.

[ALTERNATIVE C - Independent Chair]
The Chair is an independent director within the meaning of Section 2.3 and is not an
executive officer. The Chair carries out the responsibilities listed for the Lead Independent
Director in Alternative B. [TRANSITION ARRANGEMENTS FOR THE CURRENT EXECUTIVE CHAIR: NOT
PROVIDED.]

4.2 Chair and CEO

[PROPOSED - reflects current practice; Board to confirm] The roles of Chair and Chief
Executive Officer are held by different persons.

ARTICLE V: MEETINGS AND PROCEDURES

5.1 Regular Meetings

The Board holds six (6) regular meetings a year, one roughly every two months, on dates fixed in
the annual governance calendar approved by the Board before the start of each fiscal year.

5.2 Special Meetings

Special meetings may be called by [WHO MAY CALL: NOT PROVIDED - per Bylaws] on [NOTICE PERIOD:
NOT PROVIDED - per Bylaws].

5.3 Quorum and Voting

A. Quorum: [QUORUM: NOT PROVIDED - per Bylaws, COUNSEL TO CONFIRM].
B. Voting: [VOTING STANDARD: NOT PROVIDED - per Bylaws], except that a matter in Section 3.2
also requires the approval of both Granite Arch directors.
C. Written consent: action may be taken without a meeting by written consent [UNANIMITY OR
OTHER STANDARD: COUNSEL TO CONFIRM under the certificate of formation, Bylaws and Texas law].

5.4 Executive Sessions

At each regular meeting the non-management directors meet in executive session, without
management present, presided over as provided in Article IV. [Note: under Alternative A or B
the Executive Chair is a member of management and would not attend. Board to confirm.] Executive
sessions are recorded in the minutes by general topic only.

5.5 Board Materials

A. Responsibility. The Corporate Secretary [NAME / FUNCTION: NOT PROVIDED - to be designated] is
responsible for assembling and distributing Board materials. Materials are distributed
through [DISTRIBUTION CHANNEL: NOT PROVIDED - a channel other than an individual director's
personal inbox].

B. Lead time. Materials are distributed at least [LEAD TIME: NOT PROVIDED - current practice is
3 business days; Board to set] business days before each meeting.

C. Late papers. A paper not distributed by the deadline is deferred to the next meeting unless
the Chair [and the Lead Independent Director, if any] agree that it should be taken. Any paper
seeking approval of a matter in Section 3.2 also needs the agreement of [both Granite Arch
directors - TO BE DECIDED].

5.6 Minutes

The Corporate Secretary keeps formal minutes of every Board and committee meeting, recording:

• attendance and quorum;
• each motion, with its mover and seconder;
• the outcome of each vote, and for matters in Section 3.2 the vote of each Granite Arch
  director by name;
• declarations of interest and recusals; and
• executive sessions, by general topic only.

Draft minutes are circulated within [NUMBER: NOT PROVIDED] days and approved at the next regular
meeting. The minute book is kept by the Corporate Secretary.

5.7 Attendance

Directors are expected to attend all regular meetings and the committee meetings of committees
they serve on. Attendance by video or telephone is permitted [COUNSEL TO CONFIRM under the
Bylaws]. [MINIMUM ATTENDANCE EXPECTATION: NOT PROVIDED.]

ARTICLE VI: COMMITTEES

6.1 Committees

6.2 Authority and Limits

Each committee operates under a written charter approved by the Board. It may exercise only
the authority its charter delegates, subject to Section 3.4 and to any limits under Texas law
[COUNSEL TO CONFIRM].

6.3 Composition

Committee members and chairs are appointed by the Board [ANNUAL APPOINTMENT DATE: see
governance calendar]. [MINIMUM SIZE, INDEPENDENCE REQUIREMENTS, AND ANY GRANITE ARCH SEAT
RIGHTS ON COMMITTEES: NOT PROVIDED - COUNSEL TO CONFIRM against the Shareholders' Agreement.]

6.4 Reporting

Each committee chair reports to the Board at the next regular Board meeting after each
committee meeting. Committee minutes are available to all directors.

6.5 Overlapping Mandates

Where two committees' charters touch the same subject, the Board decides which committee leads
and records that decision in the charters. Examples: safety risk (Audit & Risk vs. Safety &
Operations), and compensation of family members employed by the Company (Compensation vs.
Audit & Risk under the Related-Party Transaction Policy).

ARTICLE VII: DIRECTOR DUTIES

7.1 Fiduciary Duties

Each director owes the Company the fiduciary duties imposed by Texas law [FORMULATION OF DUTIES:
COUNSEL TO CONFIRM]. [How those duties apply to directors designated by a shareholder: COUNSEL TO
CONFIRM.]

7.2 Preparation and Participation

Directors prepare for and attend meetings, review materials in advance, and keep themselves
informed about the Company's business, including site safety.

7.3 Confidentiality

Directors keep Company information and Board deliberations confidential. [WHETHER AND ON WHAT
TERMS GRANITE ARCH DIRECTORS MAY SHARE INFORMATION WITH GRANITE ARCH PARTNERS: COUNSEL TO
CONFIRM against the Shareholders' Agreement.]

7.4 Conflicts of Interest

Directors disclose actual and potential conflicts promptly and at least once a year, and recuse
themselves from deliberation and votes where conflicted. That includes transactions between the
Company and the founding family, Granite Arch Partners or their affiliates. [CORPORATE
OPPORTUNITY POSITION, including Granite Arch's other portfolio investments: COUNSEL TO
CONFIRM.] Related-party transactions are handled under the Related-Party Transaction Policy
[POLICY NOT YET ADOPTED].

7.5 Code of Conduct

Directors comply with the Company's Code of Conduct [CURRENT VERSION 2021 - REFRESH PROPOSED]
and certify compliance once a year.

7.6 Access to Management and Advisors

Directors have access to management through the CEO [and the Chair]. The Board and its
committees may retain independent legal, financial and other advisors at the Company's
expense [APPROVAL / BUDGET MECHANISM: NOT PROVIDED].

7.7 Indemnification and Insurance

Directors are indemnified as provided in the [certificate of formation / Bylaws / indemnification
agreements - COUNSEL TO CONFIRM] and covered by the Company's D&O insurance policy (renewed July
2026).

7.8 Orientation

Each new director completes an orientation program run by the Corporate Secretary within the
first [PERIOD: NOT PROVIDED] of appointment. The first is planned for the independent director
joining in Q1 2027.

ARTICLE VIII: BOARD EVALUATION

8.1 Annual Board Evaluation

The Board carries out an annual evaluation of its own effectiveness and of its committees. It
is led by [the Chair / the Lead Independent Director / the chair of the Audit & Risk Committee -
DEPENDS ON ARTICLE IV DECISION], and the results are discussed in executive session.

8.2 Committee Self-Assessment

Each committee carries out an annual self-assessment and reviews its charter, reporting the
results to the Board.

8.3 Individual Directors

[WHETHER INDIVIDUAL DIRECTOR ASSESSMENTS ARE CARRIED OUT, AND BY WHOM: NOT PROVIDED - Board to
decide.]

ARTICLE IX: AMENDMENT

9.1 Annual Review

The Board reviews this Charter once a year, at the meeting at which it approves the following
year's governance calendar.

9.2 Amendment

This Charter may be amended by resolution of the Board [VOTE REQUIRED: NOT PROVIDED]. Any
amendment that would change a matter set by the Shareholders' Agreement takes effect only if
it complies with the Shareholders' Agreement.

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Adopted by the Board of Directors: [DATE]

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Corporate Secretary [NAME: NOT PROVIDED]

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The file it wrote: tidewell-governance-pack/03-audit-risk-committee-charter.md

DRAFT - for counsel review - not adopted

AUDIT & RISK COMMITTEE CHARTER

TIDEWELL SOLAR HOLDINGS, INC.

Adopted: [DATE OF ADOPTION]
Last Amended: [DATE]

Drafting notes for counsel. The committee has operated informally since 2024 (Dr. Henry
Lusk, chair; Elisabeth Varga) without a written charter. This draft formalizes it. The Company
is a private company: no securities-exchange, SEC or Sarbanes-Oxley requirement is assumed, and
none is cited. Two subjects are flagged in Part V because they overlap other bodies: safety
risk (a possible Safety & Operations Committee) and related-party transactions.

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I. PURPOSE

The Audit & Risk Committee (the "Committee") is appointed by the Board of Directors (the
"Board") of Tidewell Solar Holdings, Inc. (the "Company") to help the Board oversee:

1. the integrity of the Company's financial statements and financial reporting, including
   reporting to the Company's lender under its credit agreement;
2. the independent auditor's qualifications, independence and performance;
3. the Company's internal controls over financial reporting;
4. the Company's enterprise risk management, including regulatory and [safety - see Part V.D]
   risk; and
5. the Company's compliance and ethics program, including the Code of Conduct, the
   whistleblower policy and the related-party transaction policy [both policies to be adopted].

The Committee oversees. Management is responsible for preparing the financial statements,
maintaining internal controls and managing risk. The independent auditor is responsible for
its audit opinion.

II. COMPOSITION

A. Members
The Committee consists of directors appointed by the Board. On adoption of this Charter the
members are:

• Dr. Henry Lusk (Chair)
• Elisabeth Varga

[MINIMUM NUMBER OF MEMBERS: NOT PROVIDED. Note that a two-member committee leaves a single
member whenever one recuses (see Part V.E.3). The Board may wish to consider the independent
director joining in Q1 2027 for membership.]

B. Independence
[INDEPENDENCE REQUIREMENT FOR MEMBERS: NOT PROVIDED - to follow the definition adopted under
Board Charter Section 2.3.] [WHETHER MANAGEMENT DIRECTORS ARE EXCLUDED FROM MEMBERSHIP: Board
to decide.] [WHETHER A GRANITE ARCH DESIGNEE HAS A COMMITTEE SEAT RIGHT: COUNSEL TO CONFIRM
against the Shareholders' Agreement.]

C. Financial Literacy
Each member should be able to read and understand financial statements, or become able to
within a reasonable time after appointment. At least one member should have accounting or
financial-management expertise [CRITERIA: Board to determine].

D. Chair
The Board designates the Committee Chair. The Chair sets agendas, presides at meetings and
reports to the Board.

E. Term and Removal
[TERM: NOT PROVIDED.] Members serve until their successors are appointed and may be removed
by the Board at any time.

III. AUTHORITY

A. Advisors
The Committee may retain independent legal, accounting or other advisors as it considers
necessary [SPENDING LIMIT OR BUDGET: NOT PROVIDED].

B. Independent Auditor
The independent auditor has direct access to the Committee. The Committee [recommends to
the Board / appoints - COUNSEL TO CONFIRM where this authority sits under the Bylaws, the
Shareholders' Agreement and the credit agreement] the appointment, compensation and
retention of the independent auditor. [AUDIT FIRM: NOT PROVIDED.]

C. Investigations
The Committee may investigate any matter within its responsibilities, with full access to
the Company's books, records, facilities and personnel.

D. Funding
The Company provides funding for the auditor's fees as approved under Part III.B, for
advisors retained by the Committee and for the Committee's ordinary administrative expenses.

E. Limits
The Committee may not approve any matter reserved under Section 3.2 of the Board Charter
(debt over $10M; acquisitions over $5M; the annual budget; hiring or removing the CEO;
issuing new equity). It may review those matters and make recommendations. Where this
Charter gives the Committee a role in a matter that the Board Charter reserves to the Board,
the Committee's role is to recommend.

IV. MEETINGS

A. Frequency
The Committee meets at least [MINIMUM FREQUENCY: NOT PROVIDED - recommended at least once
each quarter] and otherwise as needed. Meetings are timed so that the Committee can review
lender deliverables before they are due. The proposed 2027 schedule (five meetings) is in
the governance calendar.

B. Quorum
[QUORUM: NOT PROVIDED.]

C. Agenda and Materials
The Chair sets agendas in consultation with management [and the independent auditor].
Materials are distributed at least [LEAD TIME: NOT PROVIDED - Board Charter 5.5 applies]
business days in advance.

D. Executive Sessions
At each regular meeting the Committee meets without management present. At least once a
year, including at the meeting reviewing the audited financial statements, it meets
separately with the independent auditor.

E. Minutes and Reporting
Minutes are kept by the Corporate Secretary in the format required by Board Charter
Section 5.6. The Committee Chair reports to the Board at the next regular Board meeting.

V. RESPONSIBILITIES

A. External Audit

1. Recommend [or approve - per Part III.B] the appointment, engagement terms and fees of the
   independent auditor.
2. Review the audit plan and scope for each fiscal year's audit, including the timetable
   needed to meet the 120-day lender deadline.
3. Assess the auditor's independence and performance once a year.
4. Approve [or set a policy for] any non-audit services the auditor provides.
5. Review audit findings, management letter points and management's responses.

B. Financial Reporting and Lender Reporting

1. Review the annual audited financial statements with management and the auditor, and
   recommend them to the Board, before they are delivered to the lender within 120 days of
   fiscal year end.
2. Each quarter, review management's covenant-compliance position and the compliance
   certificate due to the lender within 45 days of quarter end [WHETHER THE COMMITTEE
   REVIEWS THE CERTIFICATE BEFORE DELIVERY OR AFTER: Board to decide; WHO SIGNS THE
   CERTIFICATE: NOT PROVIDED].
3. Review significant accounting policies, judgments and estimates, including those specific
   to solar project development and construction [PARTICULAR POLICIES: management and
   auditor to identify].
4. Review any other financial reporting to shareholders required by the Shareholders'
   Agreement [INFORMATION RIGHTS: COUNSEL TO CONFIRM].

C. Internal Controls

1. Review with management and the auditor the adequacy of internal controls over financial
   reporting.
2. Monitor remediation of control deficiencies identified by the auditor or management.
3. [INTERNAL AUDIT FUNCTION: NOT PROVIDED whether one exists. If one is established, the
   Committee approves its charter and annual plan.]

D. Enterprise Risk

1. Make sure management maintains a register of the Company's principal risks and reviews it
   with the Committee [FREQUENCY: NOT PROVIDED]. The risk register is expected to cover at
   least:

   • covenant compliance and liquidity;
   • project and construction risk;
   • state utility commission approvals required for certain projects;
   • insurance, including the D&O policy (renewed July 2026); and
   • safety.

2. Review the Company's insurance program before each renewal.

3. Regulatory compliance. Oversee management's process for tracking the state utility
   commission approvals some projects require [OBLIGATIONS LIST: counsel to provide].

4. Safety risk. Overlap, Board to decide. Granite Arch Partners has asked for a Safety &
   Operations Committee after the two electrical safety incidents at installation sites in
   2026.

   [ALTERNATIVE 1 - no Safety & Operations Committee]
   The Committee receives a safety report at each meeting. It covers incidents,
   investigations and corrective actions, and the Committee reports on it to the Board.

   [ALTERNATIVE 2 - Safety & Operations Committee formed]
   Oversight of safety performance, incident investigation and corrective action belongs to
   the Safety & Operations Committee. This Committee keeps only the financial, insurance,
   liability and disclosure consequences of safety events, and the two committee chairs
   coordinate at least [FREQUENCY: NOT PROVIDED].

E. Compliance and Ethics

1. Code of Conduct. Oversee compliance with the Code of Conduct (2021, refresh proposed) and
   review any waivers granted to directors or officers.
2. Whistleblower. On adoption of a whistleblower policy [NOT YET ADOPTED]:
   • oversee the procedures for confidential reporting of concerns about accounting, internal
     controls, fraud [and safety - see V.D.4]; and
   • receive a report on matters raised [FREQUENCY: NOT PROVIDED].
3. Related-party transactions. On adoption of a related-party transaction policy [NOT YET
   ADOPTED], review and [approve / recommend to the Board - TO BE SET IN THE POLICY]
   transactions with directors, officers, the founding family, Granite Arch Partners and
   their affiliates.
   • A member with an interest in a transaction does not take part. For example, a Granite
     Arch designee recuses on Granite Arch transactions. [HOW THE COMMITTEE ACTS WHEN THAT
     LEAVES ONE MEMBER: Board to decide.]
   • If a related-party transaction is also a reserved matter, it still needs Board approval,
     including both Granite Arch directors, under Board Charter Section 3.2. [HOW A GRANITE
     ARCH CONFLICT INTERACTS WITH THAT APPROVAL RIGHT: COUNSEL TO CONFIRM.]
   • Overlap: compensation of family members employed by the Company may also fall within
     the Compensation Committee's remit once it is formed. The Board decides which committee
     leads (Board Charter 6.5).

F. Reporting
Report to the Board after each meeting, and make recommendations on matters within the
Committee's remit.

VI. ANNUAL EVALUATION

The Committee carries out an annual self-assessment of its performance and reports the results
to the Board as part of the Board evaluation (Board Charter Article VIII).

VII. CHARTER REVIEW

The Committee reviews this Charter once a year and recommends any changes to the Board.

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Adopted by the Board of Directors: [DATE]

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Corporate Secretary [NAME: NOT PROVIDED]

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Delegation check against the Board Charter (for counsel)

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The file it wrote: tidewell-governance-pack/04-governance-calendar-2027.md

DRAFT - for counsel review - not adopted

ANNUAL GOVERNANCE CALENDAR 2027

TIDEWELL SOLAR HOLDINGS, INC.

Fiscal year: 1 January - 31 December 2027

What is fixed and what is proposed.

• Fixed (from the company's facts): fiscal year end 31 December; six regular Board
  meetings a year, one every two months; the lender deadlines (audited annual financials within
  120 days of FYE; compliance certificates within 45 days of quarter end); the independent
  seat to be filled by March 2027; the Compensation Committee to be created in 2027; D&O
  policy renewed July 2026.
• Proposed (needs a decision): which months the Board meets in, the Audit & Risk
  Committee schedule, and the annual shareholders' meeting month.
• Not set: specific meeting dates are left as [DATE].

Why these months. The Board months (Feb / Apr / Jun / Aug / Oct / Dec) were chosen so that:

> - the April meeting falls before the 30 April audited-financials deadline;
> - the December meeting can approve the next year's budget before the year starts; and

• each Audit & Risk meeting falls before a lender deadline.

Lender deadlines below are calculated in calendar days from the dates in the brief. Whether a
deadline that falls on a weekend rolls to the next business day depends on the credit
agreement: COUNSEL TO CONFIRM.

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0. Before 2027 (October - December 2026)

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1. Calendar overview

The Board meets six times, as the company's facts require. The Audit & Risk Committee meets
five times, which satisfies the "at least quarterly" frequency recommended in A&R Charter
Part IV.A (the minimum itself is a placeholder until the Board sets it).

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2. Monthly detail

Q1

JANUARY

FEBRUARY

MARCH

Q2

APRIL

MAY

JUNE

Q3

JULY

AUGUST

SEPTEMBER

Q4

OCTOBER

NOVEMBER

DECEMBER

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3. Compliance deadline tracker

Recommended internal practice (proposed): set an internal target of the last business day
before each lender deadline that falls on a weekend, whatever the credit agreement's roll
convention turns out to be.

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4. Responsibility matrix

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5. Reminder schedule (proposed)

T = meeting date; L = the materials lead time the Board sets (current practice: 3 business days).

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The file it wrote: tidewell-governance-pack/05-open-items.md

DRAFT - for counsel review - not adopted

OPEN ITEMS

TIDEWELL SOLAR HOLDINGS, INC. - Governance Pack

Each item below is a placeholder in one of the drafts. Each is phrased as a question for whoever
must answer it. References: GA = gap assessment, BC = Board Charter, ARC = Audit & Risk
Committee Charter, CAL = 2027 calendar.

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A. Company / Board decisions (Tidewell)

1. Chair structure. Executive Chair (status quo), Executive Chair plus a Lead Independent
   Director, or an independent Chair? (BC Art. IV, Alternatives A/B/C; also decides who presides
   at executive sessions and leads the evaluation: BC 5.4, 8.1)
2. Safety & Operations Committee. Form one, or keep safety oversight with A&R? (BC 6.1; ARC
   V.D.4, Alternatives 1/2; CAL column)
3. Compensation Committee. Who sits on it, and when is it established (proposed April 2027)?
   (BC 6.1; CAL)
4. Who will perform the Corporate Secretary function, and through what channel will Board
   materials be distributed instead of the founder's inbox? (BC 5.5(A); CAL §0, §4)
5. Materials lead time. The current practice is 3 business days. What should the standard
   be? And who, besides the Chair, must agree before a late paper can be taken? (BC 5.5(B)-(C))
6. Board months. Do Feb / Apr / Jun / Aug / Oct / Dec work? What are the specific dates?
   (CAL §1)
7. Annual shareholders' meeting. Fix it in June (proposed), subject to the bylaws? (CAL)
8. 2027 budget. Will it be approved before 1 January 2027? If not, it goes on the February
   agenda. (CAL §0)
9. Proposed Board-approval matters. Adopt the matters in BC 3.3? What thresholds apply to
   capex outside budget, divestitures, material contracts and litigation settlements?
10. Delegation of authority. What may management approve below the Board's thresholds?
    (BC 1.2; GA)
11. A&R composition. What is the minimum number of members? Should the incoming independent
    director join? How does the committee act if one of two members recuses? (ARC II.A,
    V.E.3)
12. A&R meetings and limits. What are the minimum meeting frequency, the quorum, and the
    advisor spending limit? Does the committee review compliance certificates before or after
    delivery? (ARC III.A, IV.A-B, V.B.2)
13. Committee overlaps. Which committee leads on (a) safety risk and (b) pay of family
    members employed by the Company? (BC 6.5; ARC V.D.4, V.E.3)
14. Individual director assessments. Will there be any, and who conducts them? (BC 8.3)
15. Names and owners. Who is the CFO / finance lead? Who signs the lender compliance
    certificates? Who owns the safety report? Who owns state utility commission tracking?
    (CAL §3-4)
16. Independent-director candidate and timing. Is a candidate identified? Target
    appointment at the February meeting, or in March outside a meeting? (CAL)
17. Minutes procedure. How many days after a meeting should draft minutes circulate? How
    many days before a lender deadline should the draft certificate go to the A&R Chair? (BC
    5.6; CAL §5)
18. Attendance and orientation. Is there a minimum attendance expectation? What is the
    orientation period for new directors? (BC 5.7, 7.8)

B. Outside counsel

19. Shareholders' Agreement (April 2026). Please confirm:
    • the definitions of "debt" and "acquisition", and whether thresholds are per transaction
      or aggregate;
    • whether "issuing new equity" includes incentive grants;
    • what happens if a Granite Arch director is absent, conflicted or the seat is vacant;
    • whether a reserved-matter approval may be given by written consent;
    • whether the CEO director votes on their own hiring or removal. (BC 3.2)
20. Seats and leadership under the Shareholders' Agreement. Does it set board size, seat
    designation and nomination rights (including the independent seats and any family rights),
    committee seat rights, chair or lead-independent-director provisions, and an independence
    definition? (BC 2.1-2.3, 4.1, 6.3; ARC II.B)
21. Information sharing. May Granite Arch directors share information with Granite Arch
    Partners? What is the corporate-opportunity position for Granite Arch's other investments?
    (BC 7.3-7.4)
22. Bylaws (2018) conformity. Check against the Shareholders' Agreement on: quorum, voting
    standard, special-meeting calls and notice, written consent, remote attendance, officer roles
    (Executive Chair), committee authority limits, term and election mechanics, vacancy filling,
    and annual meeting timing, notice and record date. Which document prevails? (BC 1.3,
    2.5-2.6, 5.2-5.3, 5.7, 6.2)
23. Charter document. Is it a certificate of formation or articles of incorporation, and of
    what date? What are its authorized shares, director-liability, indemnification and
    corporate-opportunity provisions? (GA; BC 1.1, 7.7)
24. Fiduciary duties. What is the correct formulation of Texas-law fiduciary duties, and how
    do they apply to directors designated by a shareholder? (BC 7.1)
25. Credit agreement. Please confirm:
    • the business-day convention for deadlines that fall on a weekend (4 of the 7 deadlines in
      the 2027 cycle do);
    • whether a separate Q4 compliance certificate is required;
    • who must sign the certificates;
    • any restriction on debt, acquisitions or equity that overlaps the reserved matters;
    • any requirement about who appoints the auditor. (CAL §3; BC 3.2; ARC III.B)
26. State utility commission approvals. Which commissions and projects are involved? Are
    there governance obligations, filings or board-authorization requirements? (GA; BC 3.3; CAL
    §3)
27. Auditor appointment. Where does the authority to appoint the independent auditor sit:
    the Board, the A&R Committee, or the shareholders? (ARC III.B)
28. Policies. Is a whistleblower or related-party transaction policy required by statute or
    contract (as opposed to good practice)? Who should approve related-party transactions, and
    how does a Granite Arch conflict interact with its reserved-matter approval right? (GA; ARC
    V.E.2-3)
29. Indemnification. Is the incoming independent director adequately covered by the bylaws
    alone, or is an indemnification agreement needed? (GA)
30. Other filings. What state corporate filings, and what Granite Arch information-rights
    deliverables, should go on the calendar? (CAL §3)
31. Independent director appointment. What is the mechanism for filling the vacant seat (Board
    or shareholders)? (BC 2.6; CAL)

C. Auditor / CFO

32. Auditor details. Which firm is it? What is the FY2026 audit timetable, and is it
    consistent with delivering the audited financials by 30 April 2027? (CAL Jan / Apr)
33. Accounting matters for A&R. Which significant accounting policies and estimates
    specific to solar development and construction should A&R review? (ARC V.B.3)
34. Internal audit. Does an internal audit function exist? (ARC V.C.3)
35. D&O policy. What is the policy period, and does coverage respond to claims arising from
    the 2026 safety incidents? (Broker to confirm.) (GA; CAL Jun / Jul)

D. Corporate Secretary (once designated)

36. Set up the minute book and the minutes and resolution formats, recording each Granite Arch
    director's vote on reserved matters by name. (BC 5.6)
37. Adopt the director conflict-disclosure / D&O questionnaire form for January distribution.
    (CAL Jan)
38. Maintain the risk register cadence agreed with A&R. (ARC V.D.1)

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Out of scope for this pack: final binding legal drafting, regulatory filings with state
utility commissions, and assessments of individual directors. The Compensation and Safety &
Operations charters, board-package template, minutes template, compliance forms and onboarding
plan were not requested. They can be drafted next on request.

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It also wrote tidewell-governance-pack/Tidewell-Governance-Pack-DRAFT-for-counsel.docx (not shown here).