Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to set forth, in a detailed and step-by-step manner, the mechanics for deploying the net primary proceeds anticipated to be received by Calloway-Briggs Renewables Inc. ("CBR" or the "Company") from the proposed initial public offering of approximately $600,000,000 of shares of common stock on the New York Stock Exchange (anticipated ticker symbol: CBR

1. Term Loan B Partial Prepayment. Approximately $200,000,000 to repay a portion of the outstanding principal balance of the Term Loan B under the Corporate Credit Agreement with Veltrano National Bank, as Administrative Agent.

2. Cimarron Solar Project Construction Funding. Approximately $100,000,000 to fund construction costs of the Cimarron Solar project, a 350 MW solar photovoltaic facility being developed by Cimarron Solar Development LLC, a wholly owned subsidiary of the Company, located in Doña Ana County, New Mexico.

3. General Corporate Purposes. Approximately $71,700,000 for general corporate purposes, including working capital, development-stage project investment, and potential acquisitions. It should be noted that this memorandum addresses only primary offering proceeds — that is, the proceeds from shares of common stock sold by the Company in the Offering. The secondary offering proceeds, consisting of approximately $150,00

II. Net Proceeds Calculation The following section sets forth the calculation of estimated net primary proceeds under the base offering scenario and the full overallotment exercise scenario, together with the key deductions that will reduce gross proceeds to net proceeds available for deployment by the Company. A. Gross Primary Proceeds The total Offering contemplates the sale of both primary shares (shares newly iss

III. Term Loan B — Background and Key Terms This section provides a summary of the material terms of the Term Loan B relevant to the planned prepayment, including the facility structure, outstanding balance, prepayment provisions, change-of-control triggers, and covenant compliance considerations. A. Facility Overview The Term Loan B was established pursuant to a credit agreement (the "Corporate Credit Agreement") am

IV. Prepayment Premium Calculation The following table sets forth the calculation of the prepayment premium and the total estimated cash outflow required to effect the $200,000,000 partial prepayment of the Term Loan B, assuming the 1.00% prepayment premium is applicable (which remains subject to confirmation as described in Section III.B above). The accrued and unpaid interest on the $200,000,000 portion of the Term

V. Step-by-Step Prepayment Mechanics This section sets forth the step-by-step mechanics for executing the $200,000,000 partial prepayment of the Term Loan B on the IPO closing date. Each step is described in chronological order relative to the closing date and identifies the responsible parties, the required deliverables, and the key timing considerations. Step 1: Obtain Lender Consent to IPO (Pre-Closing) The first

VI. Cimarron Solar Construction Funding Mechanics A. Overview Approximately $100,000,000 of the net primary proceeds from the IPO are intended to be used to fund a portion of the construction costs of the Cimarron Solar project. The Cimarron Solar project is a 350 MW solar photovoltaic facility under development in Doña Ana County, New Mexico, with an expected commercial operations date ("COD") in the first quarter o

VII. General Corporate Purposes — Residual Proceeds Approximately $71,700,000 of gross primary proceeds has been allocated to general corporate purposes. On a net basis, after deducting the underwriting discount and estimated offering expenses attributable to the primary offering, the amount available for general corporate purposes in the base offering scenario is expected to be approximately $46,500,000 (or approxim

VIII. Notification and Coordination Timeline The following table sets forth the key action items and milestones for the use-of-proceeds and prepayment mechanics, organized chronologically relative to the IPO closing date ("T"). All dates are expressed in business days unless otherwise noted.

IX. Funds-Flow Summary Table The following table summarizes the estimated flow of funds from the IPO proceeds on and following the closing date. All amounts are based on the base offering scenario at the assumed midpoint offering price of $22.00 per share and are subject to adjustment upon final pricing. Note: The amounts shown above are estimates and will be updated upon execution of the pricing agreement. Natasha F

X. Tax Considerations The following tax considerations are relevant to the use-of-proceeds mechanics and should be coordinated with Leonard Cross (Specialist Partner, Tax, Calderwood & Harkness LLP) and Kessler McBride & Associates LLP (Linda McBride), the Company's outside tax advisors.

1. Deductibility of Prepayment Premium. The prepayment premium of $2,000,000 should be analyzed to determine whether it is deductible for federal income tax purposes as an ordinary and necessary business expense under Section 162 of the Internal Revenue Code, or whether it must be capitalized and amortized over the remaining life of the Term Loan B (or some other applicable period). The tax treatment of prepayment pr

2. Acceleration of Unamortized OID and Debt Issuance Costs. If the Term Loan B was issued with original issue discount ("OID") or if there are unamortized debt issuance costs associated with the Term Loan B, a partial prepayment of $200,000,000 may require the acceleration of a pro rata portion of the unamortized OID and/or debt issuance costs attributable to the prepaid portion. This acceleration may result in an ad

3. State and Local Tax Considerations. The Company is incorporated in Delaware and has operations in multiple states. The state and local tax treatment of the prepayment premium and accelerated OID/debt issuance costs should be analyzed in each relevant jurisdiction. In Texas, where Veltrano National Bank is headquartered and where the Company may have nexus, there is no state income tax, but the Texas margin tax (fr

4. Intercompany Equity Contributions — Tax Basis Tracking. The equity contributions from CBR through the subsidiary chain to Cimarron Solar Development LLC must be properly documented to establish and track the tax basis of each contributing entity's investment in its immediate subsidiary. This is critical for purposes of (a) calculating the tax basis of the Cimarron Solar project assets for depreciation and investme

XI. Open Items and Action Items The following table identifies the key open items and action items that must be resolved prior to closing. Each item is assigned an owner and a target date (expressed relative to the closing date or as "upon reactivation" for items that are contingent on the resumption of the IPO process).

XII. Status Note — Dormancy As of June 17, 2022, the proposed IPO has been placed in dormant status due to deteriorating market conditions in the renewables sector and broader equity market volatility. The Company and the underwriters have determined that market conditions do not currently support an offering at or near the anticipated valuation range, and the IPO timetable has been suspended indefinitely. As a conse

XIII. Attachments / Cross-References The following documents in the Calderwood & Harkness document management system (Matter No. 1015-00001) are referenced in or relevant to this memorandum: This memorandum is a working document and is subject to revision as the transaction progresses. All figures are estimates based on the assumed midpoint offering price of $22.00 per share and are subject to change upon final prici