Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the findings of Calderwood & Harkness LLP's ("C&H") review of the real property interests, land leases, surface-use agreements, easements, rights-of-way, and related encumbrances for all material project sites owned or operated by Calloway-Briggs Renewables Inc. ("CBR" or the "Company") and its subsidiaries. This review was conducted in connection with the Company's pro

II. METHODOLOGY AND SCOPE OF REVIEW A. Document Sources Our review of CBR's real property interests was based on the following categories of source materials:

1. Data Room Materials. CBR management provided access to an electronic data room containing real property documents organized by project. The data room was administered by CBR's General Counsel, Sandra Haverford, and Senior Vice President of Project Development, Tomás Quintero. Documents in the data room included executed lease agreements, amendments, supplements, and side letters; easement agreements; surface-use a

2. Recorded Instruments. We obtained copies of recorded instruments through searches of the official records of the county recorders (or county clerks, as applicable) in the following jurisdictions: Pecos County, Texas; Custer County, Oklahoma; Maricopa County, Arizona; Nolan County, Texas; Fort Bend County, Texas; Oldham County, Texas; and Doña Ana County, New Mexico. These searches covered deeds, deeds of trust, le

3. Title Commitments and Title Insurance Policies. We reviewed the owner's and lender's title insurance policies issued in connection with project-financing closings, as well as title commitments issued for projects under construction. Title policies were issued by Chalvoro Title Insurance Company, Granite Harbor Indemnity Co., and Dunmore Insurance, depending on the project. We reviewed the legal descriptions, sched

4. ALTA/NSPS Surveys. We reviewed ALTA/NSPS land title surveys prepared for each material project site. These surveys were prepared by licensed surveyors in the applicable jurisdictions and were certified to the applicable SPV entities, their title companies, and their lenders. We reviewed the surveys for encroachments, boundary discrepancies, easement locations, and other survey matters.

5. Phase I Environmental Site Assessments. Phase I environmental site assessments ("ESAs") for each material project site were prepared by Greenridge Environmental Sciences LLC under the supervision of Dr. Nadine Torres and in accordance with ASTM Standard E1527-13. We reviewed these assessments for recognized environmental conditions that could affect real property interests. Detailed analysis of environmental matte

6. Lender Due Diligence Files. We reviewed real property due diligence files from project-finance closings with Prairie Commercial Bank, N.A. (construction-to-term facilities for Mesquite Wind and Cimarron Solar) and Veltrano National Bank (corporate credit facility). These files included lender title review memoranda, title objection letters, cure correspondence, and closing checklists, which provided useful referen

1. Material Projects Only. Our detailed project-by-project review is limited to the seven material project sites specifically identified in the draft S-1 Registration Statement: Solaris West, Red Mesa Wind, Painted Rock Solar, Pronghorn Wind, Brazos Storage, Mesquite Wind, and Cimarron Solar. CBR's portfolio includes 22 operating projects and a broader development pipeline; those additional projects were not the subj

2. Development Pipeline — Summary Level Only. Development-stage pipeline projects, including Silverleaf Wind (Irion County, Texas), Copper Basin Solar + Storage (Riverside County, California), and other projects in the Company's 6.2 GW aggregate development pipeline, are addressed in Section V of this memorandum at a summary level only. Full real property diligence will be required as those projects advance to constr

3. Reliance on Lease Abstracts. For routine lease terms — including rent payment schedules, notice provisions, insurance requirements, and maintenance obligations — we relied on lease abstracts prepared by CBR's in-house legal team. These abstracts were provided in the data room and were represented by Sandra Haverford to be accurate and current as of February 2022. We reviewed the original lease documents for key ec

4. No Independent Survey Work. We did not commission independent survey work for any project site. Our review of survey matters is based on existing ALTA/NSPS surveys provided by CBR in the data room. Those surveys were prepared at various dates in connection with project development and financing closings and may not reflect current conditions. We recommend that updated surveys be obtained for projects under constru

5. Mineral Title. We did not conduct an independent review of mineral title for any project site. Our analysis of mineral rights issues is based on the surface waiver agreements provided in the data room, representations of CBR management regarding the status of mineral ownership, and title policy exceptions relating to mineral reservations. A full mineral title search was beyond the scope of this engagement.

6. Reliance on Management Representations. Certain factual statements in this memorandum are based on representations made by CBR management, including Sandra Haverford and Tomás Quintero, in responses to our due diligence request list and in oral communications during management interview sessions. We have not independently verified all such representations.

III. CORPORATE STRUCTURE — REAL PROPERTY HOLDING ENTITIES CBR holds its real property interests through a tiered structure of holding companies and project-level special purpose vehicles. The holding structure is summarized as follows: Calloway-Briggs Renewables Inc. (Delaware corporation; the IPO issuer) ↓ 100% ownership CBR Holdings LLC (Delaware limited liability company; intermediate holding entity) ↓ 100% owners

IV. PROJECT-BY-PROJECT ANALYSIS A. Solaris West — Solar PV (450 MW), Pecos County, Texas

1. Project Overview Solaris West is a 450 MW utility-scale solar photovoltaic project located in Pecos County, in the Permian Basin region of West Texas. The project is held through Solaris West Solar LLC, a Texas limited liability company that is 100%-owned by CB Operating (subject to the tax-equity partnership structure with Veltara Basin described in Section III above). The project achieved commercial operation ("

2. Land Interests Primary Ground Lease. The core real property interest supporting the Solaris West project is a long-term ground lease with multiple private landowners covering approximately 3,200 acres of contiguous ranchland in Pecos County. The lease has an initial term of 30 years, commencing in 2018, with two successive 10-year renewal options exercisable at the lessee's discretion. Annual rent payments are mad

3. Title Status An owner's title insurance policy was obtained in connection with the project financing closing, insuring Solaris West Solar LLC's leasehold interest in the approximately 3,200-acre project site. A lender's title insurance policy was simultaneously issued to Veltrano National Bank as part of the corporate credit facility security package. Both policies were issued by Chalvoro Title Insurance Company.

4. Encumbrances and Liens The following liens and encumbrances have been granted against the Solaris West project's real property interests: • Deed of Trust / Leasehold Mortgage. A deed of trust encumbering the leasehold interest in the ground lease has been granted in favor of the tax-equity structure (Veltara Basin Financial LLC) and the corporate lenders. This instrument secures the obligations of Solaris West Sol

5. Key Issues and Observations Mineral Reservation Surface Waivers. The mineral estate has been severed from the surface estate on all parcels within the Solaris West project site, which is common in the Permian Basin region of West Texas. While severance of the mineral and surface estates does not in itself create a conflict — the mineral estate holder's right to access the surface for exploration and production is

1. Project Overview Red Mesa Wind is a 380 MW onshore wind energy project located in Custer County, in western Oklahoma. The project is held through Red Mesa Wind Energy LLC, an Oklahoma limited liability company that is 100%-owned by CB Operating. The project achieved COD in the first quarter of 2019 and has been in continuous commercial operation since that date. The construction financing facility was fully repaid

2. Land Interests Wind Lease Agreements. The Red Mesa Wind project site is assembled from multiple wind-energy lease agreements with approximately 45 private landowners covering approximately 28,000 acres in Custer County. The large acreage is typical of onshore wind projects, which require significant spacing between turbines to optimize energy capture and minimize wake effects. The wind leases have an initial term

3. Title Status Title opinions were obtained from local Oklahoma counsel at the project development stage, covering each parcel within the project site. These opinions were supplemented by owner's and lender's title insurance policies obtained at the construction-financing closing. The title policies were issued by Granite Harbor Indemnity Co.. ALTA/NSPS surveys were prepared for all turbine pad sites, the substation

4. Encumbrances and Liens No project-level debt is currently outstanding with respect to the Red Mesa Wind project. The construction financing facility was repaid in full upon term conversion in 2020, and the associated leasehold mortgage was released. Accordingly, there are no deeds of trust or leasehold mortgages currently encumbering the real property interests. At the corporate level, the equity interests in Red

5. Key Issues and Observations Landowner Management Complexity. The Red Mesa Wind project involves wind lease agreements with approximately 45 individual private landowners. The management of this large number of leases — including royalty calculations, payment processing, compliance monitoring, correspondence, and coordination of concurrent agricultural uses — creates administrative complexity. CBR's in-house legal

1. Project Overview Painted Rock Solar is a 320 MW utility-scale solar photovoltaic project located in Maricopa County, Arizona, in the desert region west of Phoenix. The project is held through Painted Rock Solar LLC, an Arizona limited liability company that is 100%-owned by CB Operating. The project achieved COD in the fourth quarter of 2020 and has been in continuous commercial operation since that date.

2. Land Interests The Painted Rock Solar project is assembled from a combination of federal land under a Bureau of Land Management ("BLM") right-of-way grant and adjacent private land under a long-term ground lease. This mixed-tenure structure is common for utility-scale solar projects in the American Southwest, where large tracts of suitable land are managed by federal agencies. BLM Right-of-Way Grant. Approximately

3. Title Status Title insurance policies were obtained for the private lease parcels in connection with the project financing closing. The BLM ROW grant is not insurable through a standard title insurance policy, as the underlying land is federal property; however, the ROW grant itself is a valid and enforceable federal authorization that provides the grant holder with specified rights to use and occupy the federal l

4. Encumbrances and Liens A leasehold deed of trust has been granted on the private ground lease in favor of the project's lenders. With respect to the BLM ROW grant, federal law prohibits the granting of a direct security interest in federal land; however, the project lenders have taken a collateral assignment of the ROW grant to the extent permitted by law and BLM regulations. This collateral assignment provides th

5. Key Issues and Observations BLM ROW Renewal Risk. The BLM ROW grant has a 30-year term expiring in 2049. Upon expiration, renewal of the ROW grant is at the discretion of the BLM and will be subject to the environmental review requirements then in effect, which may include a new or supplemental NEPA analysis, updated biological opinions, and compliance with any new or amended regulations applicable to solar energy

1. Project Overview Pronghorn Wind is a 510 MW onshore wind energy project — the largest single project in CBR's operating portfolio by nameplate capacity — located in Nolan County, Texas, in the heart of one of the most prolific wind-energy development regions in the United States. The project is held through Pronghorn Wind LLC, a Texas limited liability company that is 100%-owned by CB Operating. The project achiev

2. Land Interests Wind Lease Agreements. The Pronghorn Wind project site is assembled from multiple wind-energy lease agreements with approximately 55 private landowners covering approximately 42,000 acres of ranchland and agricultural property in Nolan County. The wind leases have an initial term of 30 years, commencing in 2020, with two successive 10-year renewal options exercisable at the lessee's discretion. Comp

3. Title Status Title insurance policies were obtained at the project-finance closing in connection with the construction facility provided by Veltrano National Bank as part of the corporate credit facility security package. Owner's and lender's title insurance policies were issued by Dunmore Insurance. ALTA/NSPS surveys were prepared for all turbine pad sites, the substation, the gen-tie corridor, and the O&M facili

4. Encumbrances and Liens Leasehold mortgages and deeds of trust have been granted in favor of Veltrano National Bank as part of the corporate credit facility security package. UCC financing statements have been filed perfecting security interests in the wind turbines, towers, blades, nacelles, and related personal property.

5. Key Issues and Observations Existing Pipeline Easements. Two existing pipeline easements cross portions of the Pronghorn Wind project area. These pipelines predate the wind leases and their associated easements are senior to the wind lease interests. However, CBR's engineering team confirmed that turbine setback requirements from the pipelines have been satisfied, and the ALTA surveys depict the pipeline corridors

1. Project Overview Brazos Storage is a 200 MW / 800 MWh lithium-ion battery energy storage system ("BESS") project located in Fort Bend County, Texas, in the greater Houston metropolitan area. The project is held through Brazos Energy Storage LLC, a Texas limited liability company that is 100%-owned by CB Operating. The project achieved COD in the fourth quarter of 2021 and is currently operating, providing energy a

2. Land Interests Ground Lease. The Brazos Storage project is situated on a single ground lease with one private landowner covering approximately 25 acres. The relatively compact footprint reflects the significantly lower land requirements of BESS projects compared to utility-scale solar and wind projects. The ground lease has an initial term of 25 years, commencing in 2020, with two successive 5-year renewal options

3. Title Status An owner's title insurance policy was obtained in connection with the project financing closing, insuring Brazos Energy Storage LLC's leasehold interest. A lender's title insurance policy was simultaneously issued to Veltrano National Bank. The policies were issued by Chalvoro Title Insurance Company. An ALTA/NSPS survey was prepared for the project site. The survey identified no encroachments or boun

4. Encumbrances and Liens A leasehold deed of trust has been granted in favor of Veltrano National Bank under the corporate credit facility. UCC financing statements have been filed with the Texas Secretary of State and the Fort Bend County Clerk, perfecting security interests in the battery systems, inverters, transformers, and related equipment.

5. Key Issues and Observations Single Landowner — Simplified Lease Management. The compact project site and single-landowner structure significantly simplify lease management compared to the multi-landowner wind projects in the portfolio. There is a single lease to administer, a single rent payment to process, and a single relationship to maintain. Drainage Easement. The drainage easement running along the western bo

1. Project Overview Mesquite Wind is a 420 MW onshore wind energy project located in Oldham County, Texas, in the Texas Panhandle. The project is held through Mesquite Wind Holdings LLC, a Texas limited liability company that is 100%-owned by CB Operating. The project is currently under construction and is expected to achieve COD in the third quarter of 2022. Construction financing is provided through a construction-

2. Land Interests Wind Lease Agreements. The Mesquite Wind project site is assembled from multiple wind-energy lease agreements with approximately 30 private landowners covering approximately 35,000 acres of ranchland in Oldham County. The wind leases have an initial term of 30 years, with commencement dates varying (the earliest leases commenced in 2020). The leases provide for two successive 10-year renewal options