Contract analysis

I. Introduction and Purpose Solaris West Solar LLC, a Texas limited liability company ("Solaris West" or the "Managing Member"), is writing to you pursuant to Section [●] of the Partnership Agreement to formally request Veltara Basin Financial LLC's ("Veltara Basin" or the "Tax-Equity Investor") consent to, and written confirmation regarding, certain transactions to be undertaken in connection with a proposed initial

II. Background — The Proposed IPO A. Description of the Offering CBR proposes to conduct an initial public offering of its common stock, par value $0.01 per share (the "Common Stock"), with the shares to be listed on the New York Stock Exchange under the proposed ticker symbol "CBRI." The proposed aggregate offering size, including the full exercise of the underwriters' overallotment option, is approximately $600,000

III. Description of the Partnership Agreement and Relevant Provisions A. Summary of the Partnership Agreement The Partnership Agreement governs the tax-equity partnership between Solaris West Solar LLC, as Managing Member and Class B Member, and Veltara Basin Financial LLC, as Tax-Equity Investor and Class A Member, with respect to the Solaris West solar photovoltaic project. The key terms of the arrangement are summ

IV. Specific Requests A. Consent to the IPO Solaris West Solar LLC hereby formally requests Veltara Basin Financial LLC's written consent, pursuant to Section [●] of the Partnership Agreement, to the proposed initial public offering of Calloway-Briggs Renewables Inc. as described in this letter and the enclosures hereto. Specifically, Solaris West requests that Veltara Basin consent to the IPO and the related transac

V. Representations and Confirmations by Solaris West In connection with the foregoing requests, Solaris West Solar LLC hereby represents and confirms to Veltara Basin Financial LLC as follows: (a) Continued Ownership. Following the consummation of the IPO, Calloway-Briggs Renewables Inc. will continue to indirectly own 100% of the membership interests in Solaris West Solar LLC through the same chain of wholly-owned s

VI. Form of Requested Consent and Confirmation For Veltara Basin's convenience, Solaris West is enclosing herewith as Enclosure 1 a draft form of consent and confirmation letter (the "Draft Consent") for Veltara Basin Financial LLC's review, execution, and return. The enclosed Draft Consent provides for Veltara Basin to:

1. Consent to the IPO and Related Transactions. Consent to the IPO and the related transactions as described in this letter, including the issuance of primary shares by CBR, the sale of secondary shares by Pinnacle Vista, the listing of CBR's Common Stock on the New York Stock Exchange, and the resulting change in the indirect upstream ownership structure of Solaris West.

2. Confirm No Recapture Event. Confirm that the IPO does not constitute a "Recapture Event" (or any similarly defined term) under the Partnership Agreement and does not trigger ITC recapture under Section 50(a) of the Code.

3. Confirm No Acceleration or Modification. Confirm that the IPO does not trigger any acceleration of the partnership-flip date, any mandatory redemption or buyout obligation, or any other modification to the economic terms of the Partnership Agreement.

4. Confirm No Additional Obligations. Confirm that no additional capital contributions, indemnity obligations, or other financial obligations of the Managing Member or its affiliates arise solely as a result of the IPO. The Draft Consent is provided in the form currently proposed by Solaris West and its counsel and is subject to Veltara Basin's review and comment. Solaris West respectfully requests that Veltara Basin

VII. Timing and Contact Information Solaris West respectfully requests that Veltara Basin provide the executed consent and confirmation at its earliest convenience, and in any event prior to the pricing of the IPO. As noted above, the IPO is currently in dormant status as of June 17, 2022, pending improved market conditions. Solaris West will provide Veltara Basin with updated written notice when the IPO is expected

VIII. Confidentiality Solaris West respectfully requests that Veltara Basin treat this letter, the enclosures hereto, and all information contained herein as confidential, consistent with the confidentiality provisions set forth in Section [●] of the Partnership Agreement and any other confidentiality or non-disclosure agreements between the parties. As noted above, CBR's draft registration statement on Form S-1 has

1. Bracketed Sections. All provisions referenced with bracketed section numbers (e.g., "Section [●]") are to be completed upon final review of the Partnership Agreement by Leonard Cross. The specific section references should be cross-checked against the Tax-Equity Investor Consent Analysis Memorandum (Document 113 in the C&H matter file, dated May 3, 2022). Brendan Walsh to circulate redlined version with completed

2. Date. The date line at the top of the letter is to be inserted when the IPO is reactivated from dormant status. The letter was substantially prepared during the May–June 2022 period and was not sent due to the offering going dormant on June 17, 2022. Upon reactivation, the financial terms and offering structure should be re-confirmed with Hargrove Keating & Co. and updated as necessary prior to transmission.

3. Form of Consent Letter (Enclosure 1). The draft form of consent letter enclosed as Enclosure 1 should be reviewed in coordination with Whitfield Archer & Doss LLP (Christine Navarro, Partner, and Derek Fong, Senior Associate — contact information on file) and Kessler McBride & Associates LLP (Alan Kessler, Managing Partner, and Linda McBride, Partner — Tax Structures) before transmission. Jennifer Kwon to schedule

4. SEC Filing Status. Upon reactivation, confirm current status of SEC review and update Section II.E accordingly. If the DRS has expired or requires re-submission, coordinate with the SEC filing team (Diana Lozano, Filing Coordinator, C&H).

5. Open Item — Defined Terms. Confirm exact defined terms used in the Partnership Agreement for the recapture concept. The Partnership Agreement may use "Recapture Event," "Disqualifying Event," "ITC Recapture Trigger," or a combination thereof. Leonard Cross to confirm. Pre-IPO | Post-IPO (Base, No Overallotment) | Post-IPO (Full Overallotment Exercise) Shares Outstanding (Fully Diluted) | 100,000,000 | 123,713,636