Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") has been engaged to analyze the Amended and Restated Limited Liability Company Agreement of Solaris West Solar LLC (the "Partnership Agreement") among Solaris West Solar LLC (the "Project Company," a wholly owned subsidiary of Calloway-Briggs Operating Company LLC ("CB Operating"), which is itself a wholly owned subsidiary of CBR Holdin

1. Notice Requirement — Triggered. The IPO requires prior written notice to Veltara Basin under the applicable notice provisions of the Partnership Agreement, but does not require Veltara Basin's affirmative consent, provided that certain conditions are satisfied (specifically, that the IPO does not result in a Change of Control, a Recapture Event, or a transfer of membership interests in the Project Company).

2. Recommended Acknowledgment/Comfort Letter. As a practical and relationship-management matter, Calderwood & Harkness recommends seeking a written acknowledgment and comfort letter from Veltara Basin confirming that Veltara Basin has no objection to the IPO and confirming that the IPO does not trigger a recapture event, a Change of Control, or any default or event of default under the Partnership Agreement. This ack

3. No Change of Control. The IPO does not constitute a "Change of Control" under the Partnership Agreement as defined therein, because CBR will remain the direct or indirect owner of 100% of the membership interests in Solaris West Solar LLC both before and after the consummation of the IPO. The organizational chain between CBR and the Project Company is entirely unaffected by the IPO.

4. No ITC Recapture. The IPO does not constitute a "Recapture Event" or trigger Investment Tax Credit recapture under Section 50(a) of the Code, as no disposition of the Solaris West project assets or change in the tax ownership of the project occurs as a result of the IPO. The project assets continue to be owned by the same entity (Solaris West Solar LLC) and continue to be used as investment credit property.

5. Partnership-Flip Timing Unaffected. The partnership-flip timing (expected 2028) is not adversely affected by the IPO. The amount and timing of ITC, the depreciation schedules, the cash distribution waterfall, and the allocation percentages under the Partnership Agreement all remain unchanged.

6. Recommendation. We recommend that the Company proceed with delivery of a formal notice letter and a draft consent/acknowledgment request to Veltara Basin (to the attention of Karen Fujimoto, Partner, Tax Equity Investments, Veltara Basin Financial LLC, 2029 Century Park East, Suite 1500, Los Angeles, California 90067). We further recommend coordination with Kessler McBride & Associates LLP (Alan Kessler and Linda

II. Background A. The Solaris West Project The Solaris West project (the "Project" or "Solaris West") is a utility-scale solar photovoltaic power generation facility with the following key characteristics: The Solaris West facility consists of approximately 1.2 million solar panels situated on approximately 3,500 acres of leased land in Pecos County, Texas. The Project is interconnected with the Electric Reliability

III. Analysis of Partnership Agreement Provisions This Section III analyzes the key provisions of the Partnership Agreement that are potentially implicated by the proposed IPO, including the Change of Control provision, the transfer restrictions, the notice requirements, and the distinction between consent and notice obligations. A. Change of Control Provision

1. Definition. The Partnership Agreement contains a defined term "Change of Control," which is a material provision that, if triggered, would require Veltara Basin's prior written consent and could give rise to remedies including, potentially, a buy-out right, an acceleration of the Flip Date, or other protective mechanisms in favor of the Tax-Equity Investor. Tax-equity partnership agreements in the renewable energy

2. Application to the IPO The central question is whether the IPO constitutes a "Change of Control" as defined in the Partnership Agreement. For the reasons set forth below, we conclude that it does not. The IPO involves equity changes at the parent company level only. The IPO consists of the issuance by CBR of new shares of common stock and the sale by Pinnacle Vista of existing shares of CBR common stock. CBR is th

3. Conclusion. The IPO does not constitute a "Change of Control" under the Partnership Agreement. The structural chain between CBR and the Solaris West project entity is entirely unaffected by the IPO. The managing member remains CB Operating, the Project Company remains Solaris West Solar LLC, and all ownership interests at and below the CBR Holdings LLC level remain unchanged. B. Transfer Restrictions

1. Overview of Transfer Restrictions The Partnership Agreement contains provisions restricting the transfer of membership interests in Solaris West Solar LLC without the prior written consent of the non-transferring member. These transfer restrictions are standard in tax-equity partnership agreements and serve the important purpose of protecting the Tax-Equity Investor against changes in the identity of its partner (

2. Application to the IPO The IPO does not involve any transfer of membership interests in Solaris West Solar LLC. The shares being offered and sold are shares of CBR common stock — equity in the ultimate parent holding company. No membership interest in Solaris West Solar LLC is being assigned, pledged, encumbered, or otherwise transferred in connection with the IPO.

3. Indirect Transfer Analysis A key question is whether the Partnership Agreement contains an "indirect transfer" provision that could capture a change in the ultimate parent's equity ownership structure. Many tax-equity partnership agreements include provisions addressing indirect transfers — that is, transactions in which the membership interests in the Project Company or the managing member are not directly transf

4. Conclusion. The transfer restrictions in the Partnership Agreement are not triggered by the IPO. No direct or indirect transfer of membership interests in Solaris West Solar LLC occurs, and the managing member remains the same entity before and after the IPO. C. Notice Requirements

1. Overview of Notice Provisions The Partnership Agreement requires the managing member (CB Operating, on behalf of itself and its affiliates) to provide written notice to the Tax-Equity Investor of certain material events. The notice provisions serve the purpose of keeping the Tax-Equity Investor informed of developments that could affect the Project, the managing member, or the tax-equity structure, even where such

2. Application to the IPO The proposed IPO falls squarely within the scope of several of the foregoing notice provisions. Specifically: • The IPO constitutes a "public offering of equity securities by . . . [a] direct or indirect parent of the managing member" — CBR is the indirect parent of CB Operating (the managing member), and the IPO is a public offering of CBR's common stock. • The IPO may be characterized as a

3. Required Action Formal written notice must be delivered to Veltara Basin Financial LLC at the address specified in the Partnership Agreement for notices (2029 Century Park East, Suite 1500, Los Angeles, California 90067, Attention: Karen Fujimoto, Partner, Tax Equity Investments). The notice should be delivered at least thirty (30) days prior to the anticipated effective date of the S-1 registration statement (or

1. The Distinction It is critical to distinguish between provisions of the Partnership Agreement that require the Tax-Equity Investor's affirmative consent (i.e., Veltara Basin must approve the action before the Company can proceed) and provisions that require only advance written notice (i.e., the Company must inform Veltara Basin of the action but does not need Veltara Basin's approval to proceed). The consent prov

2. Application to the IPO Under the Partnership Agreement, the IPO triggers a notice requirement but not a formal consent requirement, provided that the following conditions are satisfied: (a) No Change of Control occurs — as analyzed in Section III.A above, the IPO does not constitute a Change of Control; (b) No transfer of membership interests in the Project Company occurs — as analyzed in Section III.B above, no s

3. Practical Recommendation — Written Acknowledgment Notwithstanding the foregoing legal conclusion, as a matter of commercial prudence and relationship management, Calderwood & Harkness strongly recommends seeking a written acknowledgment from Veltara Basin confirming the following: (a) receipt of the notice regarding the IPO; (b) agreement that the IPO does not constitute a "Change of Control" under the Partnership

IV. Investment Tax Credit Recapture Analysis A. ITC Recapture Framework

1. Statutory Framework Under Section 50(a) of the Code, the Investment Tax Credit is subject to recapture if, during the five-year period beginning on the date the investment credit property is "placed in service" (the "Recapture Period"), any of the following events occurs: (a) the investment credit property "ceases to be investment credit property" with respect to the taxpayer (within the meaning of Section 50(a)(1

2. Recapture Period and Declining Percentages The Solaris West project assets were placed in service in Q3 2020, when the project achieved commercial operation. Accordingly, the five-year Recapture Period runs through approximately Q3 2025. The ITC was claimed at the 30% rate applicable to solar energy property under Section 48(a)(2)(A)(i)(II) of the Code, applied to the eligible basis of the Solaris West project. Re

1. No Disposition of Investment Credit Property As discussed above, ITC recapture under Section 50(a) is triggered by a "disposition" of the investment credit property or a "cessation" of its use as investment credit property. The critical question is whether the IPO constitutes, or could be treated as, a "disposition" of the Solaris West project assets. The answer is clearly no. The IPO involves the issuance and sal

2. No Cessation of Use as Investment Credit Property The Solaris West project continues to operate as a solar photovoltaic power generation facility, generating electricity and selling it under long-term power purchase agreements. There is no change in the use of the project assets resulting from the IPO. The project assets continue to be used in a trade or business as "energy property" within the meaning of Section

3. Revenue Procedure 2007-65 Safe-Harbor Compliance Revenue Procedure 2007-65 provides a safe harbor under which the IRS will respect the allocation of tax items (including the ITC) in a partnership-flip structure, provided that certain conditions are satisfied. These conditions include, among others: (a) the partnership must be formed and maintained in accordance with the partnership agreement; (b) the project compa

4. Coordination with External Tax Advisor We recommend coordinating with Kessler McBride & Associates LLP (Alan Kessler and Linda McBride, 700 Milam Street, Suite 2100, Houston, Texas 77002) to obtain formal confirmation that the ITC recapture analysis set forth herein is correct and that the IPO does not adversely affect the safe-harbor treatment under Revenue Procedure 2007-65. This coordination should also referen

5. Conclusion. The IPO does not constitute a disposition of investment credit property, does not trigger ITC recapture under Section 50(a) of the Code, and does not adversely affect the tax-equity partnership structure or the safe-harbor treatment under Revenue Procedure 2007-65. C. Contractual Recapture Event Definition

1. Definition. In addition to the statutory recapture provisions of the Code, the Partnership Agreement contains a contractual defined term "Recapture Event," which imposes a broader set of conditions that could trigger adverse consequences for the managing member (and, by extension, for CBR). The contractual "Recapture Event" definition is designed to protect the Tax-Equity Investor not only against statutory recapt

2. Analysis of Each Prong We analyze each prong of the "Recapture Event" definition in relation to the IPO: (a) Recapture under Section 50(a). As analyzed in Section IV.B above, the IPO does not cause recapture of the ITC under Section 50(a) of the Code. No disposition of the project assets occurs, and the project assets continue to be used as investment credit property. This prong is not triggered. (b) Disposition o

3. Conclusion. The IPO does not constitute a "Recapture Event" under the Partnership Agreement. None of the prongs of the contractual Recapture Event definition are triggered by the IPO.

V. Impact on Partnership-Flip Timing and Economics A. Flip Date Mechanics

1. Determination of the Flip Date Under the Partnership Agreement, the "Flip Date" is determined based on either (a) the date on which Veltara Basin achieves its target after-tax rate of return (the "Target Return") on its $280,000,000 investment, or (b) a specified outside date (the "Outside Flip Date"), whichever occurs first. Based on the financial model agreed upon at the closing of the tax-equity investment, the

2. IPO's Effect on Flip Date Mechanics The IPO does not affect any of the inputs that drive the determination of the Flip Date: • ITC. The amount and timing of the ITC are unaffected by the IPO. The ITC was claimed in the year of COD (2020) and is a historical tax benefit. The IPO occurs at the parent-company level and has no bearing on the ITC claim. • Depreciation. The depreciation schedule for the Solaris West pro

3. Conclusion. The partnership-flip timing is unaffected by the IPO. The Flip Date is still expected to occur in 2028. B. Post-Flip Purchase Option Following the Flip Date, CBR (through CB Operating) holds a purchase option to acquire Veltara Basin's remaining residual Class A membership interest at fair market value, as determined by the appraisal procedures specified in the Partnership Agreement. The IPO does not a

VI. S-1 Registration Statement Disclosure Considerations The draft S-1 registration statement for the CBR IPO includes disclosure of the Solaris West tax-equity partnership in several sections of the prospectus. Calderwood & Harkness has reviewed the relevant disclosure and confirms that the following sections address the tax-equity partnership: Description of Indebtedness. This section includes a summary of the $280

VII. Recommended Actions Based on the foregoing analysis, Calderwood & Harkness recommends the following actions in connection with the Veltara Basin tax-equity investor consent process: A. Formal Notice to Veltara Basin CB Operating (as the managing member of Solaris West Solar LLC), on behalf of itself and its affiliates, should deliver formal written notice of the proposed IPO to Veltara Basin Financial LLC. The n