Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the results of our regulatory and permitting due diligence investigation of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the proposed initial public offering (the "IPO") of approximately $600,000,000 of shares of common stock of CBR on the New York Stock Exchange (proposed ticker symbol: CBRI). This memorandum has been

II. Corporate and Subsidiary Structure — Regulatory Relevance A. Overview of Structure CBR operates through a tiered subsidiary structure that is typical of independent power producers and project-finance-oriented energy companies. The structure is organized as follows: • Calloway-Briggs Renewables Inc. (Delaware corporation) — the IPO issuer and ultimate parent entity; • CBR Holdings LLC (Delaware limited liability

III. Federal Energy Regulatory Commission (FERC) A. Exempt Wholesale Generator (EWG) Status The Public Utility Holding Company Act of 2005 ("PUHCA 2005"), as enacted as part of the Energy Policy Act of 2005 and codified at 42 U.S.C. §§ 16451–16463, provides for the regulation of public utility holding companies. However, entities that qualify as "exempt wholesale generators" ("EWGs") under Section 1263 of the Energy

Section 203 of the Federal Power Act (16 U.S.C. § 824b) requires prior FERC authorization for, among other things, certain dispositions of jurisdictional facilities and mergers or acquisitions involving public utilities or public utility holding companies. The question presented is whether the IPO — the issuance and sale of new shares of CBR common stock to the investing public — requires a separate Section 203 filin

IV. North American Electric Reliability Corporation (NERC) Compliance CBR's project entities are registered as Generator Owners ("GO") and Generator Operators ("GOP") with the applicable NERC Regional Entities. NERC is the Electric Reliability Organization certified by FERC under Section 215 of the Federal Power Act, and it is responsible for establishing and enforcing mandatory reliability standards applicable to th

V. State Public Utility Commission and Regulatory Filings A. Texas (ERCOT Market; Solaris West, Pronghorn Wind, Brazos Storage, Mesquite Wind) Texas operates a deregulated wholesale electricity market, administered by ERCOT, in which competitive generators such as CBR's Texas project entities sell electric energy at market-determined prices. The Public Utility Commission of Texas ("PUCT") exercises regulatory oversig

VI. Environmental Regulatory Compliance A. Federal Environmental Statutes

1. National Environmental Policy Act (NEPA) The National Environmental Policy Act ("NEPA"), 42 U.S.C. §§ 4321–4370h, requires federal agencies to assess the environmental impacts of proposed "major federal actions significantly affecting the quality of the human environment." NEPA review is triggered for renewable energy projects when the project is located on federal land, requires a federal permit or approval, or r

2. Endangered Species Act (ESA) The Endangered Species Act ("ESA"), 16 U.S.C. §§ 1531–1544, prohibits the "take" (including harassment, harm, or killing) of species listed as endangered or threatened under the Act, and requires federal agencies to ensure that their actions are not likely to jeopardize the continued existence of listed species or result in the destruction or adverse modification of designated critical

Section 7 Consultations. Formal Section 7 consultations were completed with the U.S. Fish and Wildlife Service ("USFWS") for the following projects: • Red Mesa Wind (Custer County, OK): The Section 7 consultation addressed concerns relating to migratory birds and bat species, which are of particular relevance to onshore wind energy facilities due to the risk of avian and bat mortality from turbine blade strikes. The

3. Clean Water Act (CWA) The Clean Water Act ("CWA"), 33 U.S.C. §§ 1251–1387, regulates discharges of pollutants into the waters of the United States and establishes a permitting framework for activities affecting wetlands and other jurisdictional waters.

Section 404 Permits. Section 404 of the CWA requires permits from the U.S. Army Corps of Engineers ("USACE") for the discharge of dredged or fill material into waters of the United States, including wetlands. Nationwide permits ("NWPs") were obtained from USACE for minor wetland and waters impacts at the Red Mesa Wind and Cimarron Solar project sites, where construction activities required minor fill or grading withi

Section 402 NPDES Stormwater Permits. Section 402 of the CWA establishes the National Pollutant Discharge Elimination System ("NPDES") permitting program, which includes stormwater discharge permits for construction and industrial activities. All of CBR's operating and under-construction project sites have obtained Construction General Permits ("CGPs") and, where applicable, Multi-Sector General Permits ("MSGPs") for

4. Clean Air Act (CAA) The Clean Air Act ("CAA"), 42 U.S.C. §§ 7401–7671q, regulates emissions of air pollutants from stationary and mobile sources. Utility-scale solar photovoltaic and wind energy generation facilities do not produce air emissions during normal operations and are therefore generally not subject to CAA permitting requirements, including Title V operating permits. Brazos Storage (200 MW / 800 MWh BESS

5. National Historic Preservation Act (NHPA) / Section 106

Section 106 of the National Historic Preservation Act ("NHPA"), 54 U.S.C. § 306108, requires federal agencies to take into account the effects of their undertakings on historic properties and to afford the Advisory Council on Historic Preservation a reasonable opportunity to comment. Section 106 consultations are triggered for renewable energy projects that involve a federal undertaking (e.g., BLM land-use authorizat

Section 106 consultations were completed for all CBR projects for which a federal nexus existed. Cultural resource surveys, including Phase I archaeological surveys and architectural history surveys, were conducted prior to construction at all project sites to identify any cultural resources that might be affected by project development. Mesquite Wind (420 MW, Oldham County, TX). During the Section 106 consultation p

1. Texas. The Texas Commission on Environmental Quality ("TCEQ") is the primary state environmental regulatory agency in Texas. CBR's Texas projects have obtained applicable TCEQ permits, including stormwater permits under the Texas Pollutant Discharge Elimination System ("TPDES") and water-use authorizations for construction and operational water needs. Renewable energy facilities such as solar, wind, and battery st

2. Oklahoma. The Oklahoma Department of Environmental Quality ("ODEQ") regulates environmental matters in Oklahoma. The Red Mesa Wind project obtained construction stormwater permits from ODEQ prior to the commencement of construction. Post-construction, the project operates in compliance with applicable stormwater management requirements. We have confirmed that there are no pending ODEQ proceedings, enforcement acti

3. Arizona. The Arizona Department of Environmental Quality ("ADEQ") regulates environmental matters in Arizona. Painted Rock Solar LLC obtained stormwater discharge permits from ADEQ for construction and operational stormwater discharges. In addition, dust control plans were filed with the Maricopa County Air Quality Department, as required for large-scale construction activities in the Maricopa County dust control

4. New Mexico The New Mexico Environment Department ("NMED") is the principal state environmental regulatory agency in New Mexico. Cimarron Solar Development LLC obtained stormwater and construction permits from NMED for the Cimarron Solar project. Compliance with all NMED permits is current, and all required monitoring and reporting obligations are being satisfied. We have confirmed that there are no pending NMED en

5. California (Development Stage) The Copper Basin Solar + Storage project (750 MW solar PV + 300 MW / 1,200 MWh BESS, Riverside County, CA) is in the development stage and will be subject to the California Environmental Quality Act ("CEQA") environmental review process. CEQA requires state and local agencies to identify the significant environmental impacts of their actions and to avoid or mitigate those impacts, if

VII. Interconnection Approvals and Transmission A. Executed Interconnection Agreements The following table summarizes the executed LGIAs for all of CBR's operating and under-construction projects: All executed LGIAs contain standard interconnection service provisions, including specifications for the point of interconnection, interconnection facilities, network upgrade requirements (where applicable), metering requir

1. Painted Rock Solar: Prepare and send a written notice to Arizona Public Service Company advising of the anticipated change of control associated with the IPO. This notice should be sent sufficiently in advance of the IPO closing to satisfy any contractual notice-period requirements, and in any event no later than 10 business days prior to the anticipated pricing date.

2. Cimarron Solar: Prepare and send a consent request to Hollowell Group seeking prior written consent to the change of control associated with the IPO. Given the consent requirement, this request should be sent promptly and should be accompanied by sufficient information regarding CBR's post-IPO ownership structure and financial condition to facilitate the transmission owner's review. We note that the Cimarron Solar

VIII. Construction Permits and Approvals A. Mesquite Wind (420 MW, Oldham County, TX — Under Construction, Expected COD Q3 2022) The Mesquite Wind project is a 420 MW onshore wind generation facility currently under active construction in Oldham County, Texas, with an expected commercial operation date of Q3 2022. The following construction permits and approvals have been obtained for the project: • County Building P