Contract analysis

I. Executive Summary This memorandum summarizes the findings of our due diligence review of all outstanding indebtedness and financing arrangements of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") and its direct and indirect subsidiaries in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of common stock of CBR on the New York Stock Exchange (proposed ticker symb

1. Corporate Revolving Credit Facility ($400,000,000) — Veltrano National Bank, as Administrative Agent;

2. Corporate Term Loan B ($650,000,000 original commitment; $612,500,000 outstanding) — Veltrano National Bank, as Administrative Agent;

3. Tax-Equity Partnership — Solaris West Portfolio ($280,000,000 invested) — Veltara Basin Financial LLC, as tax-equity investor;

4. Construction-to-Term Facility — Mesquite Wind Project ($165,000,000) — Prairie Commercial Bank, N.A., as Administrative Agent; and

5. Construction-to-Term Facility — Cimarron Solar Project ($143,000,000) — Prairie Commercial Bank, N.A., as Administrative Agent. Key Finding: The proposed IPO triggers consent or notice requirements under each of the five facilities identified above. Based on our review, we have not identified any insurmountable obstacles to completing the IPO under the existing debt and financing arrangements. However, timely soli

II. Corporate-Level Debt A. Corporate Revolving Credit Facility

1. Summary of Terms The corporate revolving credit facility (the "Revolving Credit Facility" or the "Revolver") is governed by that certain Credit Agreement, dated as of January 15, 2021, among Calloway-Briggs Operating Company LLC ("CB Operating"), as borrower, Calloway-Briggs Renewables Inc., as parent guarantor, the lenders party thereto from time to time, and Veltrano National Bank, as administrative agent and co

2. Change-of-Control Provisions

Section 8.01(k) of the Corporate Credit Agreement provides that a "Change of Control" constitutes an immediate Event of Default. The term "Change of Control" is defined in Section 1.01 of the Corporate Credit Agreement as the occurrence of any of the following events: (a) Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than a Permit

3. IPO-Related Consent and Notice Requirements Beyond the Change of Control provisions discussed above, the IPO implicates several additional provisions of the Corporate Credit Agreement that require analysis, consent, or notice: Mandatory Prepayment — Equity Issuance Sweep: Section 2.11(b)(iii) of the Corporate Credit Agreement contains a mandatory prepayment provision triggered by "Equity Issuance Proceeds." Specif

4. Other Material Provisions Relevant to IPO Anti-Assignment Provisions: Section 10.06 of the Corporate Credit Agreement restricts the ability of CB Operating to assign its rights and obligations under the Corporate Credit Agreement without the prior written consent of the Administrative Agent and the requisite lenders. The IPO does not involve an assignment by CB Operating of its rights or obligations under the Corp

1. Summary of Terms The corporate term loan B facility (the "Term Loan B" or "TLB") is governed by the same Corporate Credit Agreement described in Section II.A above. The Revolving Credit Facility and the Term Loan B are established as separate facilities under a single credit agreement, sharing common definitions, representations, covenants, and events of default. The Term Loan B lenders are a separate group of ins

2. Use-of-Proceeds Prepayment Analysis The use-of-proceeds allocation for the primary offering proceeds is as follows (based on the current base offering assumptions): Note: The above estimates are preliminary and are subject to adjustment based on the final offering size, the pricing of the Offering, and the final determination of underwriting discount and offering expenses. The underwriting discount of 6.5% is base

3. Change-of-Control and Consent Requirements Because the Term Loan B is governed by the same Corporate Credit Agreement as the Revolving Credit Facility, the Change of Control definition, consent requirements, and IPO-related notice provisions described in Sections II.A.2 and II.A.3 above apply equally to the Term Loan B. The consent request letter (Doc. 109) and consent form (Doc. 110) address both the Revolving Cr

4. Financial Covenant Impact Post-IPO The completion of the IPO and the application of approximately $200,000,000 of primary offering proceeds to prepay a portion of the Term Loan B will have a meaningful positive impact on the Company's consolidated financial covenants. We summarize the expected pro forma impact as follows: Pro Forma Leverage Ratio: Based on the Company's Consolidated Adjusted EBITDA for the trailin

III. Project-Level Debt A. Construction-to-Term Facility — Mesquite Wind

1. Summary of Terms The Mesquite Wind construction-to-term credit facility (the "Mesquite Wind Facility") is governed by that certain Credit Agreement, dated as of September 1, 2021, among Mesquite Wind Holdings LLC ("Mesquite SPV"), as borrower, the lenders party thereto from time to time, and Prairie Commercial Bank, N.A., as administrative agent and collateral agent (as amended, restated, supplemented, or otherwis

2. Change-of-Control / Transfer Restrictions The Mesquite Wind Credit Agreement contains change-of-control and transfer restriction provisions that are relevant to the IPO analysis. Definition of "Change of Control": Section 1.01 of the Mesquite Wind Credit Agreement defines "Change of Control" as the occurrence of any of the following events: (a) CB Operating ceases to directly own and control 100% of the membership

Section 6.02(f) of the Mesquite Wind Credit Agreement requires the Borrower to provide prompt written notice to the Administrative Agent of any event that could reasonably be expected to result in a Sponsor Change of Control. In addition, Section 7.08 requires advance written notice of at least fifteen (15) business days prior to the closing of any transaction that would result in a Sponsor Change of Control. A draft

4. Completion Guaranty / Sponsor Support Impact of IPO on Completion Guaranty: CB Operating serves as the completion guarantor under the Mesquite Wind Credit Agreement. The IPO does not directly affect CB Operating's legal identity, organizational structure, or financial capacity. However, the completion guaranty contains a representation that the completion guarantor has a net worth of at least $250,000,000 and a re

1. Summary of Terms The Cimarron Solar construction-to-term credit facility (the "Cimarron Solar Facility") is governed by that certain Credit Agreement, dated as of November 15, 2021, among Cimarron Solar Development LLC ("Cimarron SPV"), as borrower, the lenders party thereto from time to time, and Prairie Commercial Bank, N.A., as administrative agent and collateral agent (as amended, restated, supplemented, or ot