Contract analysis

I. Executive Summary This memorandum summarizes the results of the litigation and proceedings due diligence conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed initial public offering (the "Offering" or "IPO") of approximately $600,000,000 of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange under the proposed ticker symbol

II. Methodology and Scope of Review A. Information Sources The following information sources were reviewed and relied upon in the preparation of this memorandum: Due Diligence Request List — Litigation. On March 14, 2022, C&H issued a comprehensive Due Diligence Request List — Litigation (Document 17) to CBR management. The request list sought, among other things, copies of all pleadings, complaints, petitions, and r

1. Pending Matters: All matters pending as of the date of this memorandum (April 25, 2022), regardless of when initiated.

2. Settled or Resolved Matters: All matters settled or resolved within the preceding three years (i.e., since April 2019), consistent with Item 103 of Regulation S-K and standard S-1 disclosure practice for IPO registrants.

3. Threatened Matters: All matters identified as threatened based upon demand letters, pre-suit correspondence, government inquiry letters, or the assessment of CBR management as communicated during the interview process.

4. Governmental and Regulatory Proceedings: All governmental and regulatory proceedings, whether ongoing or concluded within the preceding three years, regardless of dollar amount. D. Materiality Threshold For purposes of this memorandum and the related S-1 disclosure analysis, we have applied the following materiality thresholds: • Individual matters with potential exposure exceeding $500,000 are treated as potentia

III. Pending Litigation A. Commercial Disputes The CBR Group is currently party to three pending commercial disputes, each of which is described in detail below.

1. Solaris West Solar LLC v. Crestline Electrical Contractors Inc. — Construction Defect Claim. Court / Forum: 143rd Judicial District Court, Pecos County, Texas Case No.: 22-CV-01487-PCT Date Filed: September 14, 2021 Parties: Solaris West Solar LLC, a Texas limited liability company and wholly owned indirect subsidiary of CBR ("Solaris West"), as plaintiff, against Crestline Electrical Contractors Inc., an Oklahoma

2. Painted Rock Solar LLC — Landowner Lease Dispute. Court / Forum: Maricopa County Superior Court, State of Arizona Case No.: CV2022-001673 Date Filed: January 11, 2022 Parties: Harmon Family Trust, dated March 15, 2009 (Theodore L. Harmon, Trustee), Joanne R. Pratt, and Pratt Cattle Company LLC (collectively, "Plaintiffs"), as plaintiffs, against Painted Rock Solar LLC, a Delaware limited liability company and whol

3. Red Mesa Wind Energy LLC — Turbine Equipment Warranty Claim. Court / Forum: Arbitration proceeding under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), administered by the AAA Oklahoma City regional office. Case No.: AAA No. 01-22-0004-2187 Date Filed: March 3, 2022 Parties: Red Mesa Wind Energy LLC, a Delaware limited liability company and wholly owned indirect subsidiary of CBR

4. Former Employee Wrongful Termination Claim. Court / Forum: 126th Judicial District Court, Travis County, Texas Case No.: D-1-GN-21-008742 Date Filed: November 9, 2021 Parties: David Engstrom ("Engstrom"), as plaintiff, against Calloway-Briggs Operating Company LLC, a Texas limited liability company and wholly owned indirect subsidiary of CBR ("CBOC"), as defendant. Nature of Claim: Engstrom is a former project man

5. OSHA Citation — Mesquite Wind Construction Site. Forum: United States Department of Labor, Occupational Safety and Health Administration ("OSHA"), Dallas Area Office Citation Date: February 8, 2022 Citation No.: OSHA-22-0187-DAL Site: Mesquite Wind construction site, Oldham County, Texas. The Mesquite Wind project is a 420 MW onshore wind energy generation facility currently under construction by Mesquite Wind Hol

6. FERC Compliance Inquiry — NERC Reliability Standards. Forum: Federal Energy Regulatory Commission ("FERC") / North American Electric Reliability Corporation ("NERC") Date Initiated: October 2021 Entity: Calloway-Briggs Operating Company LLC ("CBOC") Nature of Inquiry: In October 2021, NERC's Texas Reliability Entity ("Texas RE"), acting as the regional compliance monitoring and enforcement program administrator, i

7. Texas Commission on Environmental Quality (TCEQ) — Stormwater Permit Compliance. Forum: Texas Commission on Environmental Quality ("TCEQ") Date Initiated: December 6, 2021 Entity: Mesquite Wind Holdings LLC Reference No.: TCEQ NOV-2021-1847-OLH Nature of Violation: In December 2021, TCEQ issued a Notice of Violation ("NOV") to Mesquite Wind Holdings LLC in connection with stormwater discharge permit compliance at

8. New Mexico Environment Department — Air Quality Permit Review. Forum: New Mexico Environment Department ("NMED"), Air Quality Bureau Date: Ongoing (since Q4 2021) Entity: Cimarron Solar Development LLC, a Delaware limited liability company and wholly owned indirect subsidiary of CBR ("Cimarron Solar") Nature: This matter relates to the pre-construction air quality permit review for the Cimarron Solar project, a 35

9. IRS Audit — ITC Eligibility for Solaris West. Forum: Internal Revenue Service ("IRS"), Large Business and International Division Date Initiated: August 2021 Entity: Solaris West Solar LLC, and by extension the tax-equity partnership between Solaris West Solar LLC and Veltara Basin Financial LLC ("Veltara Basin"), a financial institution that invested approximately $280 million in tax equity in the Solaris West Pro

IV. Threatened Litigation and Pre-Suit Matters Based upon our review of CBR's correspondence files, demand letters, and management interviews, we have identified two threatened or pre-suit matters that warrant discussion in this memorandum. Neither matter has resulted in the filing of a lawsuit or arbitration demand as of the date of this memorandum. A. Demand Letter — Adjacent Property Owner, Brazos Storage Facility

V. Recently Settled or Resolved Matters (Past Three Years) The following matters were settled or resolved within the three-year period preceding the date of this memorandum (i.e., since April 2019). All three matters have been fully resolved, and there is no ongoing exposure to the Company. We include them in this memorandum for completeness and because certain of these matters are relevant to the risk factor disclos