Contract analysis

I. Executive Summary This memorandum summarizes the results of our due diligence review of the insurance programs maintained by Calloway-Briggs Renewables Inc. ("CBR" or the "Company") and its direct and indirect subsidiaries in connection with the Company's proposed initial public offering of common stock (the "IPO" or the "Offering"). The Company intends to offer shares of its common stock on the New York Stock Exc

II. Directors & Officers Liability Insurance A. Overview of Current D&O Program CBR maintains a directors and officers liability insurance program that provides aggregate coverage of $50,000,000 across a three-layer tower. The program is brokered by Dravello Place Insurance Advisors LLC, with Nina Radcliffe serving as the primary point of contact for D&O placement and renewal. The current annual premium for the entir

1. IPO Renewal Quotes. Fenwick Place (Nina Radcliffe) to coordinate the solicitation of formal IPO renewal quotes from Meridian National, Stonebridge, and Commonwealth Fidelity. A letter requesting these quotes was sent by C&H to Fenwick Place on April 5, 2022 (see Doc. 100 in the due diligence database). We expect to receive preliminary indications within four to six weeks.

2. Tower Increase to $75M. The Company, in consultation with Fenwick Place and C&H, should evaluate whether to increase the D&O tower from $50,000,000 to $75,000,000 by adding one or more additional excess layers. This evaluation should consider the Company's risk profile, the cost of additional coverage, and the practices of comparable publicly traded renewable energy companies.

3. Side C Expansion. Fenwick Place to coordinate with Meridian National on the expansion of Side C coverage to encompass public-company securities claims, including IPO-related Section 11 and Section 12 claims and ongoing Exchange Act reporting liability.

4. Side A DIC Confirmation. Confirm the non-rescindable nature of the Side A DIC endorsement in the Meridian National primary policy. If additional protection is desired, consider the placement of a standalone Side A DIC policy from an independent carrier.

5. Carrier Notices. Provide formal written notice of the proposed IPO to Meridian National, Stonebridge, and Commonwealth Fidelity. Fenwick Place to coordinate delivery.

6. Tail Coverage. If any carrier is replaced in connection with the IPO restructuring, negotiate tail / run-off coverage terms providing an extended reporting period of not less than six years for pre-IPO wrongful acts.

III. General Liability Insurance A. Program Summary CBR maintains a commercial general liability ("CGL") insurance program that provides coverage for bodily injury, property damage, and personal and advertising injury claims arising from the Company's premises, operations, and completed operations. The material terms of the CGL program are summarized below: • Insurer: Briarcliff Casualty Insurance Company (carrier to

IV. Property Insurance A. Program Summary CBR maintains an all-risk property insurance program that provides coverage for physical loss or damage to the Company's operating renewable energy and energy storage assets. The property insurance program is one of the most significant elements of CBR's overall insurance portfolio, given the substantial capital investment represented by the Company's operating fleet of appro

V. Builder's Risk Insurance A. Program Summary CBR maintains project-specific builder's risk insurance (also referred to as course-of-construction insurance) for renewable energy projects currently under construction. Builder's risk insurance provides coverage for physical loss or damage to work in progress, materials in transit, materials stored at staging areas, and temporary structures during the construction peri

VI. Umbrella / Excess Liability Insurance A. Program Summary CBR maintains an umbrella / excess liability insurance program that provides additional limits above the Company's primary CGL, business automobile liability, and employer's liability policies. The material terms of the umbrella / excess liability program are summarized below: • Insurer(s): Meridian National Assurance Company (umbrella lead; carrier to be c

VII. Professional Liability / Errors & Omissions Insurance A. Program Summary CBR maintains a professional liability / errors and omissions ("E&O") insurance policy that provides coverage for claims arising from the rendering of or failure to render professional services. CBR provides certain energy consulting, project management, and engineering services to third parties and in connection with its own operations and

VIII. Cyber Liability Insurance A. Program Summary CBR maintains a cyber liability insurance policy that provides both first-party and third-party coverage for cyber-related losses and liabilities. As a utility-scale renewable energy operator with supervisory control and data acquisition ("SCADA") systems deployed across 22 operating projects and proprietary monitoring software, the Company has significant exposure t

IX. Environmental Liability Insurance A. Program Summary CBR maintains an environmental liability insurance policy providing pollution legal liability ("PLL") coverage. The PLL policy covers third-party claims for bodily injury and property damage arising from pollution conditions at or emanating from CBR's project sites, as well as the costs of environmental remediation and cleanup. The material terms of the environ

X. Workers' Compensation and Employer's Liability Insurance A. Program Summary CBR maintains statutory workers' compensation insurance coverage for all states in which it operates, together with employer's liability insurance. The material terms of the program are summarized below: • Coverage Type: Statutory workers' compensation (all states of operation) and employer's liability • States of Operation: Texas, New Mex

XI. Auto Liability Insurance A. Program Summary CBR maintains a business automobile liability insurance policy providing coverage for owned, hired, and non-owned vehicles. The material terms of the program are summarized below: • Coverage Type: Business automobile liability — owned, hired, and non-owned vehicles • Combined Single Limit: $2,000,000 per accident • Named Insured: Calloway-Briggs Renewables Inc. and all

XII. Key Insurance-Related Covenants in Debt Agreements The Company's principal debt agreements contain insurance maintenance covenants requiring CBR and its subsidiaries to maintain specified types and levels of insurance coverage. Compliance with these covenants is an ongoing obligation under the credit agreements and must be confirmed in connection with the IPO. The following is a summary of the insurance covenant