Contract analysis

I. EXECUTIVE SUMMARY Calloway-Briggs Renewables Inc. and its subsidiaries, principally through Calloway-Briggs Operating Company LLC ("CB Operating") and a network of project-level special purpose vehicles ("SPVs"), are party to a complex and interconnected web of commercial contracts that underpin the Company's revenue generation, project construction, ongoing operations and maintenance, and grid interconnection acr

II. SCOPE AND METHODOLOGY Documents Reviewed. Our review encompassed the following document sources: (a) CBR management's responses to the Due Diligence Request List — Material Contracts (Doc 16), which was initially circulated to the Company on March 14, 2022, and supplemented with follow-up requests on March 28, 2022, and April 8, 2022; (b) Data room materials organized by project in Folders 4.1 through 4.22 (opera

III. POWER PURCHASE AGREEMENTS (PPAs) A. Overview of PPA Portfolio CBR's revenue is primarily derived from long-term PPAs executed at the project-SPV level. Each project-level SPV enters into one or more PPAs with offtakers who agree to purchase the electric energy (and, in some cases, associated renewable energy credits ("RECs") and capacity attributes) generated by the applicable project. The PPAs establish the pri

1. Solaris West (Solaris West Solar LLC — 450 MW Solar PV, Pecos County, Texas; COD Q3 2020). Solaris West Solar LLC ("Solaris West SPV"), a wholly owned indirect subsidiary of CBR through CB Operating and CBR Holdings LLC ("CBR Holdings"), is party to a PPA with Lone Star Power & Light Company ("Lone Star P&L"), a regulated investor-owned utility operating in the ERCOT market, dated June 12, 2018, as amended by Amen

2. Red Mesa Wind (Red Mesa Wind Energy LLC — 380 MW Onshore Wind, Custer County, Oklahoma; COD Q1 2019). Red Mesa Wind Energy LLC ("Red Mesa SPV"), a wholly owned indirect subsidiary of CBR, is party to a PPA with Great Plains Electric Cooperative ("GPEC"), dated September 28, 2016, as amended by Amendment No. 1 dated November 14, 2018 (collectively, the "Red Mesa PPA"). The Red Mesa PPA has an initial term of 22 yea

3. Painted Rock Solar (Painted Rock Solar LLC — 320 MW Solar PV, Maricopa County, Arizona; COD Q4 2020). Painted Rock Solar LLC ("Painted Rock SPV"), a wholly owned indirect subsidiary of CBR, is party to a PPA with Arizona Western Utilities, Inc. ("AWU"), dated March 5, 2019 (the "Painted Rock PPA"). The Painted Rock PPA has an initial term of 20 years commencing from the COD (achieved in Q4 2020) and provides for t

4. Pronghorn Wind (Pronghorn Wind LLC — 510 MW Onshore Wind, Nolan County, Texas; COD Q2 2021). Pronghorn Wind LLC ("Pronghorn SPV"), a wholly owned indirect subsidiary of CBR, is party to two separate PPAs for distinct tranches of the facility's output: 300 MW Tranche PPA. Pronghorn SPV is party to a PPA with Meridian Energy Holdings Corp. ("Meridian"), dated January 14, 2019, as amended by Amendment No. 1 dated Aug

5. Brazos Storage (Brazos Energy Storage LLC — 200 MW / 800 MWh Battery Energy Storage, Fort Bend County, Texas; COD Q4 2021). Brazos Energy Storage LLC ("Brazos SPV"), a wholly owned indirect subsidiary of CBR, generates revenue through a combination of a tolling agreement and energy-arbitrage arrangements through participation in the ERCOT wholesale electricity market. Tolling Agreement. Brazos SPV is party to a Ca

6. Mesquite Wind (Mesquite Wind Holdings LLC — 420 MW Onshore Wind, Oldham County, Texas; Under Construction, Expected COD Q3 2022). Mesquite Wind Holdings LLC ("Mesquite SPV"), a wholly owned indirect subsidiary of CBR, is party to a PPA with Panhandle Rural Electric Cooperative, Inc. ("PREC"), dated November 3, 2020 (the "Mesquite Wind PPA"), providing for the sale and purchase of the full energy output of the 420

7. Cimarron Solar (Cimarron Solar Development LLC — 350 MW Solar PV, Doña Ana County, New Mexico; Under Construction, Expected COD Q1 2023). Cimarron Solar Development LLC ("Cimarron SPV"), a wholly owned indirect subsidiary of CBR, is party to a PPA with El Camino Public Service Company ("ECPSC"), dated February 18, 2021 (the "Cimarron Solar PPA"), providing for the sale and purchase of the full energy output of the

IV. ENGINEERING, PROCUREMENT & CONSTRUCTION (EPC) CONTRACTS A. Overview. EPC contracts are in place for the Company's two projects currently under construction: Mesquite Wind (420 MW onshore wind, expected COD Q3 2022) and Cimarron Solar (350 MW solar PV, expected COD Q1 2023). EPC contracts for all 22 operating projects in the portfolio have been fully performed, with each project having achieved its COD and complet

V. OPERATIONS & MAINTENANCE (O&M) AGREEMENTS A. Overview. O&M agreements are in place for all 22 operating projects in CBR's portfolio, representing 3.8 GW of total operating capacity. The O&M framework across the portfolio reflects a mix of contracting approaches: • Full-wrap O&M agreements, under which a single third-party O&M provider assumes comprehensive responsibility for all preventive and corrective maintenan