Partnership & Capital Structures

Legacy Energy offers flexible partnership and capital participation structures designed to align with a range of investor profiles, asset contributions, and strategic objectives. These structures reflect the realities of energy development—where project scale, bankability, location, and community impact shape financing and risk considerations.

By providing multiple participation options, Legacy enables partners to deploy capital efficiently, manage risk appropriately, and participate in long-term value creation in a way that fits their investment priorities.

Why Legacy Energy Group

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Operational Excellence

Proven:
Execution across multiple states and project types

In-house Capabilities:
Development, engineering, EPC,
operations

Vendor Network:
Pre-qualified suppliers, contractors,
lenders

Regulatory Expertise:
Interconnection, permitting, compliance

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Strategic Partnership

Transparent Economics:
No hidden fees or complex structures

Aligned Incentives:
Developer equity ensures performance
commitment

Flexible Structures:
Five options accommodate diverse partner
profiles

Long-tern Relationships
25+ year partnership with ongoing cash
flow

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Risk Management

Professional Indemnification:
Developer covers project liabilities
Institutional-grade

Documentation:
Legal protections aligned with
infrastructure standards

Experienced Leadership:
Team with tens of megawatts deployed
track record

Financial Stability:
Multi-project portfolio de-risks project
viability

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Market Position

Strategic Locations:
ERCOT and other high-growth markets

Strong Incentive Environment:
Federal ITC, state tax benefits, CRA
programs

Growing Demand:
+50% regional electricity demand growth
forecasts

ESG Alignment:
Mission-driven sustainable infrastructure
deployment

OPTION 1:
Equity Participation Based on a Project Size

Passive Strategic Participation

This structure provides equity participation tied directly to the overall scale and capacity of the project,
without requiring an asset contribution or operational involvement. The partner participates in the upside
of a utility-scale infrastructure asset while the Developer retains full responsibility for execution,
financing, and operations.

Key Terms

Equity Stake: ~10%
Basis: Total project size and development scope
Capital Complexity: Low
Management & Control: Developer-led

Ideal For

Strategic partners seeking:
• Long-term exposure to clean energy infrastructure
• Predictable participation in project upside
• Minimal complexity and zero operational burden

Economic Alignment & Simplicity

• Direct participation in long-term project cash flows
• Clean equity structure tied to project scale
• No construction, financing, or operational obligations
• Passive exposure to institutional-grade infrastructure

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Risk & Protection Framework

• Fully non-recourse to the partner
• No responsibility for project debt, operating costs, or capital overruns
• Developer retains sole control of development, construction, financing, and operations

OPTION 2:
Equity Participation Based on a Fully Bankable Asset

Asset-Backed Equity with Financing Leverage

Equity is granted in exchange for the contribution of a fully bankable asset that materially strengthens the
project's financing profile. The asset improves lender confidence, reduces cost of capital, and
accelerates project execution.

Key Terms

Asset Valuation: ~$1.5M
Equity Stake: ~30%
Basis: Asset contribution + bankability Optional Upside: Call option for additional equity 

Ideal For

Partners with:
• Stabilized or finance-ready assets
• Desire to convert assets into long-term equity
• Preference for downside protection with upside optionality

Upside Flexibility

• Structured call option allows the partner to increase ownership later at predefined economics
• Phased development validates cash flow before expansion, reducing risk
• Ability to scale ownership as project risk is reduced
• Predefined path to increase ownership

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Risk & Protection Framework

• Asset is contributed into a bankruptcy-remote SPV
• Partner equity is:
   o Non-recourse
   o Not subject to operating expenses
   o Protected from project debt service
• Developer indemnifies partner against project liabilities

OPTION 3:
Equity Participation Based on Asset, Location & Bankability

Premium Institutional-Grade Contribution

This structure reflects a premium valuation driven by the strategic importance of the asset's location, grid
access, and financing readiness. Geographic positioning enhances offtake demand, pricing resilience,
and long-term asset value.

Key Terms

Asset Valuation: ~$5.5M
Equity Stake: ~30%
Basis: Asset contribution + Location + bankability

Ideal For

• Institutional investors
• Strategic asset holders
• Family offices seeking durable, inflation-resistant infrastructure exposure

Strategic Advantages

• Positioned in a high-demand, supply-constrained power market
• Strong grid access and interconnection profile
• Aligned with institutional underwriting and bankability standards
• Supports long-term expansion and durable asset value

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Risk & Protection Framework

Institutional protections:
• Non-recourse financing
• Long-term power contracts
• Insurance, reserves, and utility-grade equipment
• Developer assumes all operational, financial, and regulatory risk

OPTION 4:
CRA-Based Funding Structure

Community Impact + Capital Efficiency

This structure leverages Community Reinvestment Act (CRA) programs by aligning the project with
measurable community, economic, and environmental benefits. CRA participation can materially reduce
the project's cost of capital while improving partner economics.

Key Terms

Funding Participation: ~30%
Basis: CRA eligibility + community benefit Return Profile: Stable, long-duration cash flow

Ideal For

• Banks and financial institutions
• Impact-driven capital providers
• Partners seeking CRA credit with real asset backing

Community & Impact Drivers

• Job creation during construction and operations
• Long-term clean energy production
• Improves project cost of capital and risk profile
• Local economic development and tax base support
• Clear alignment with regulatory and compliance objectives

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Risk & Protection Framework

Partner participation is:
• Non-operational
• Non-recourse
• Structured within a protected project SPV
• Developer retains execution responsibility and indemnifies partners

OPTION 5: Outright Purchase with Developer Retention

Full Ownership, Professional Execution

Under this structure, the partner acquires 100% ownership of the project while retaining the Developer
as lead developer and execution partner. This ensures continuity, speed, and institutional-quality delivery
without the buyer needing an internal development team.

Key Terms

Ownership: 100% buyer-owned
Developer Role: Lead developer through completion
Execution Model: Turnkey with retained expertise

Ideal For

• Infrastructure funds
• Owner-operators
• Strategic acquirers seeking full control with proven execution

Control & Execution Certainty

• Full economic upside
• Professional development, permitting, and financing execution
• Reduced execution risk through experienced oversight
• Full ownership with clear decision authority
• Retained developer ensures execution continuity
• Institutional-quality project execution

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Risk & Protection Framework

• Developer retained as lead developer through completion
• Clearly defined contractual scope and responsibilities
• Bankruptcy-remote project SPV
• Financing and offtake structured for bankability
• Phased development to limit downside exposure
• Developer indemnification for development-stage risks

Next Steps & Engagement Process

Phase 1

Initial Consultation

  • 1. Project briefing: Review specific opportunity and your objectives
  • 2. Structure discussion: Identify optimal option based on your profile
  • 3. Preliminary financials: Review project underwriting and pro forma assumptions
  • 4. Timeline & logistics: Confirm site location, project timeline, and next milestones
Phase 2

Due Diligence & Docs

  • 1. Technical review: Engineering plans, environmental assessments, interconnection study
  • 2. Financial models: Detailed assumptions, stress testing, return scenarios
  • 3. Legal framework: Draft Joint Development Agreement, power purchase terms, financing structure
  • 4. Site visit: On-site inspection, community engagement, stakeholder introduction
Phase 3

Commitments & Closing

  • 1. Agreement execution: Finalize and execute legally binding documents
  • 2. Capital deployment: Initial capital contribution and escrow arrangements
  • 3. Financing close: Bank commitments and draw-down mechanics
  • 4. Construction starts: Permitting finalization and EPC mobilization

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