Contract analysis

I. Executive Summary and Purpose This memorandum constitutes a comprehensive roll-up of all workstream-level due diligence memoranda prepared by Calderwood & Harkness LLP in connection with the proposed initial public offering (the "IPO") of the common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." The purpose of t

II. Workstream-by-Workstream Findings The following sections summarize the key findings and recommendations from each of the individual due diligence workstreams. Each workstream section references the corresponding memorandum in the matter document index, and cross-references to other workstreams are provided where the issues overlap. A. Corporate Organization and Authority Reference: Due Diligence Memorandum — Corp

1. Entity Structure Calloway-Briggs Renewables Inc. is a corporation organized under the laws of the State of Delaware, Employer Identification Number 83-4027615. The Company's registered agent in Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is qualified to do business in the State of Texas as a foreign corporation, with its principal offices at

2. Capitalization. The Company's pre-IPO capitalization, on a fully diluted basis after giving effect to the conversion of all outstanding shares of preferred stock and the reclassification of the Company's capital stock to be effected in connection with the IPO, consists of 100,000,000 shares of common stock, par value $0.01 per share. We reviewed the Company's stock ledger, including all transfers, issuances, and c

3. Board and Governance The Company's board of directors (the "Board") currently consists of seven members, as follows: (a) Garrett Calloway — Chairman of the Board and Chief Executive Officer (non-independent); (b) Elaine Briggs — President and Director (non-independent); (c) Hugh Pemberton — Director, designated by Pinnacle Vista Capital Partners III, LP (non-independent); (d) Diane Kovac — Director, designated by

4. Charter and Bylaws We reviewed the Company's existing Restated Certificate of Incorporation and existing Bylaws. In connection with the IPO, the Company will adopt an Amended and Restated Certificate of Incorporation (the "IPO Charter") and Amended and Restated Bylaws (the "IPO Bylaws"), each of which will become effective upon the closing of the IPO. Drafts of the IPO Charter and IPO Bylaws have been prepared and

5. Findings and Recommendations No gating issues were identified in the corporate organization and authority workstream. Good-standing certificates are to be obtained for CBR (in both Delaware and Texas) and for all ten material subsidiaries in their respective jurisdictions of organization and qualification prior to the closing of the IPO. These certificates will be included on the closing checklist. Disclosure Reco

1. Power Purchase Agreements (PPAs) We reviewed all power purchase agreements across the Company's 3.8 GW operating portfolio and 1.4 GW of projects under active construction. The Company's revenue model is centered on long-term, fixed-price PPAs with investment-grade utility and corporate offtakers. These agreements typically have original terms of 15 to 25 years, with the weighted average remaining term across the

2. EPC Contracts The Company has two active engineering, procurement, and construction ("EPC") contracts for projects currently under construction: (a) Mesquite Wind (Oldham County, TX; 420 MW). The EPC contract provides for a fixed-price, turnkey construction arrangement with a guaranteed commercial operation date ("COD") of the third quarter of 2022. We reviewed the contractor's qualifications, performance guarante

3. O&M Agreements Operations and maintenance ("O&M") agreements are in place for all of the Company's operating projects. These agreements include both third-party O&M arrangements (with national and regional service providers) and affiliated-party arrangements (where certain maintenance functions are performed by Company employees under intercompany service agreements). We reviewed the terms of all material O&M agre

4. Interconnection Agreements All operating projects have executed interconnection agreements with the applicable transmission service providers or independent system operators, as applicable. These agreements govern the terms of the projects' connections to the bulk electric system and establish the applicable transmission service arrangements. For the two projects under construction, the interconnection agreements

5. Findings and Recommendations The two PPA change-of-control provisions (Painted Rock Solar and Pronghorn Wind) have been flagged for disclosure in the risk factors section of the S-1 and for potential waiver letters to be obtained prior to pricing. We do not believe that these provisions constitute a gating issue for the IPO, as the Company expects to obtain the necessary waivers or confirmations, and the consequen

1. Federal Regulatory (FERC / NERC) The Company's operating subsidiaries hold Exempt Wholesale Generator ("EWG") status or qualifying facility ("QF") status under the Public Utility Regulatory Policies Act of 1978, as applicable, for each of the Company's operating projects. These designations exempt the projects from certain provisions of the Federal Power Act and the Public Utility Holding Company Act of 2005. Mark

2. State Regulatory (PUC Filings) The Company's projects are located in five states with varying regulatory frameworks: (a) Texas. The Company's Texas-based projects operate within the ERCOT market, which is largely deregulated. No material state Public Utility Commission of Texas approvals are required in connection with the IPO. (b) Oklahoma. The Red Mesa Wind project operates within the Southwest Power Pool ("SPP"

3. Environmental Permits All operating projects hold the required environmental permits, including air quality permits, water use permits, and land use approvals. Phase I and Phase II environmental site assessments have been conducted by Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Principal Scientist) for all operating and under-construction project sites. The detailed findings of these assessments are

4. Findings and Recommendations No gating regulatory issues were identified. The FERC notice filing should be made in connection with the IPO but is not a precondition to the closing of the offering. Disclosure Recommendation: The S-1 should include a comprehensive regulatory and environmental overview section in the Business portion, describing the federal and state regulatory frameworks applicable to the Company's

1. Land Leases and Surface-Use Agreements We reviewed the land leases and surface-use agreements for all of the Company's operating and under-construction project sites. The Company does not own the land on which its projects are situated; instead, it secures long-term lease agreements with the underlying landowners. This is the standard approach in the utility-scale renewable energy industry, as it allows developers

2. Easements and Rights-of-Way Transmission interconnection easements and generation-tie ("gen-tie") line rights-of-way are in place for all operating projects. These easements provide the Company with the necessary rights to construct and maintain the electrical infrastructure connecting each project to the applicable point of interconnection with the transmission grid. For the two projects under construction, easem

3. Title. Title searches were completed for all operating project sites by a nationally recognized title company. Our review of the title reports did not identify any material encumbrances that are inconsistent with the Company's project operations. As expected, standard mortgage liens in favor of project-finance lenders (specifically, Prairie Commercial Bank, N.A., and Veltrano National Bank) were noted on the title

4. Findings and Recommendations No gating issues were identified in the real property and land rights workstream. The Company's approach to land rights — utilizing long-term leases rather than fee-simple ownership — is standard for utility-scale renewable energy portfolios and does not present any unusual concerns. Disclosure Recommendation: The S-1 should include a summary of the Company's land lease structure, key

1. Pending Litigation Our review identified two pending litigation matters involving the Company or its subsidiaries: (a) Landowner Boundary Dispute — Red Mesa Wind (Custer County, OK). A neighboring landowner has filed a claim asserting a boundary dispute adjacent to the Red Mesa Wind project site. The claim involves a relatively minor area of land along the project perimeter. The estimated exposure is approximately

2. Regulatory Proceedings Our review did not identify any pending adverse regulatory or enforcement actions against the Company or any of its subsidiaries. No outstanding subpoenas, civil investigative demands, or government investigation notices were identified.

3. Threatened Litigation Management has represented to us that, as of the date of this memorandum, there are no material threatened claims or demands against the Company or any of its subsidiaries that have not been disclosed to us.

4. Findings and Recommendations No gating issues were identified in the litigation and proceedings workstream. The Company's litigation profile is clean and consistent with a company of its size and industry. Disclosure Recommendation: A standard aggregated litigation risk factor should be included in the S-1, disclosing that the Company is subject to various claims and legal proceedings in the ordinary course of bus

1. Executive Employment Agreements We reviewed the employment agreements for all of the Company's named executive officers ("NEOs"): (a) Garrett Calloway — Chairman and Chief Executive Officer; (b) Elaine Briggs — President; (c) Marcus Yoon — Chief Financial Officer; (d) Sandra Haverford — General Counsel; (e) Dale Renfroe — Chief Operating Officer; (f) Priya Anand — Senior Vice President, Finance; (g) Tomás Quintero

2. Benefit Plans We reviewed the Company's employee benefit plans, including its 401(k) retirement plan, group health insurance plans (medical, dental, and vision), life insurance, short-term and long-term disability insurance, and wellness programs. All plans are in compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and applicable law. The Company does not maintain a defined-b

3. Section 409A Compliance Leonard Cross of our Tax group reviewed the Company's common stock valuation history in connection with the Section 409A analysis. All stock option grants made by the Company have been priced at or above the fair market value of the common stock as determined by contemporaneous third-party valuations prepared in compliance with Section 409A of the Internal Revenue Code and the applicable Tr

4. Workforce Overview As of the date of this memorandum, the Company employs approximately 1,240 full-time employees. The Company's workforce is not represented by any labor union, and the Company is not a party to any collective bargaining agreements. Our review did not identify any pending OSHA citations, material workplace safety proceedings, or other labor-related regulatory actions.

5. Proposed IPO Equity Grants In connection with the IPO, the Company plans to adopt two new equity incentive plans: (a) 2022 Omnibus Equity Incentive Plan. The plan will reserve 12,727,273 shares of common stock for issuance, representing approximately 10% of the post-IPO shares outstanding on a fully-exercised basis (based on 127,272,727 shares). The plan will authorize the grant of stock options (incentive and non

6. Findings and Recommendations The potential SEC comment on the cheap-stock issue is the primary area of concern in this workstream. We have prepared a detailed reconciliation and response narrative that addresses the gap between the January 2022 Section 409A valuation ($17.00) and the proposed IPO midpoint price ($22.00). This response will be available for submission promptly upon receipt of any SEC comments. Disc

1. C-Corp Structure The Company will proceed with the IPO as a C-corporation. A comprehensive analysis of the trade-offs between a traditional C-corporation structure and an Up-C structure (using an umbrella partnership-C-corporation, or "Up-C," architecture) was completed by Leonard Cross and the tax workstream team. Following careful consideration of the factors relevant to CBR's specific circumstances — including

2. Tax-Equity Partnership — Solaris West The Company's Solaris West Solar LLC subsidiary is subject to a partnership-flip tax-equity structure with Veltara Basin Financial LLC ("Veltara Basin"). Under this arrangement, Veltara Basin invested $280,000,000 in the Solaris West project, and the parties share allocations of taxable income, losses, and tax credits in accordance with a negotiated allocation schedule. The pa

3. ITC / PTC Eligibility The Company has claimed or intends to claim the following federal tax credits in connection with its project portfolio: (a) Investment Tax Credit (ITC). Claimed on the Company's solar projects: Solaris West Solar (450 MW, in-service Q3 2020), Painted Rock Solar (320 MW), and Cimarron Solar (350 MW, under construction, expected COD Q1 2023). (b) Production Tax Credit (PTC). Elected for the Com

4. State and Local Tax The Company has nexus in Texas, New Mexico, Arizona, California, and Oklahoma by reason of its project operations in those states. The state tax implications are as follows: (a) Texas. Texas does not impose a state income tax. However, the Texas franchise tax (also known as the "margin tax") applies to entities doing business in Texas. The Company has filed all required franchise tax reports. (

5. Findings and Recommendations The HLBV methodology and related tax-equity disclosures are identified as a likely area of SEC comment. We strongly recommend that the Company prepare a robust critical accounting policies disclosure in the MD&A section of the S-1, including a stand-alone description of the HLBV methodology, the key assumptions underlying the allocation of earnings to the tax-equity investor, and the s

1. Phase I / Phase II Assessments Phase I environmental site assessments were completed by Greenridge Environmental Sciences LLC ("Greenridge") for all of the Company's operating and under-construction project sites. The Phase I assessments were conducted in accordance with ASTM Standard E1527-21, the standard of practice for environmental site assessments. The assessments included reviews of historical land use reco

2. Avian and Bat Mortality Avian and bat mortality is a well-recognized environmental concern for onshore wind energy projects. The Company has implemented avian and bat mortality monitoring programs at both of its operating wind project sites — Red Mesa Wind (Custer County, OK) and Pronghorn Wind (Nolan County, TX) — in compliance with applicable U.S. Fish and Wildlife Service ("USFWS") guidelines and state wildlife

3. Water and Air Quality Our review did not identify any material water or air quality permit violations at any of the Company's project sites. The Company's battery energy storage facility (Brazos Energy Storage, Fort Bend County, Texas) complies with all applicable fire safety and hazardous materials regulations, including the National Fire Protection Association standards for energy storage systems and the applica

4. Findings and Recommendations No gating environmental issues were identified. The Company's environmental compliance record is strong and consistent with industry expectations for a utility-scale renewable energy developer. Disclosure Recommendation: The S-1 should include environmental compliance risk factors addressing potential environmental liabilities, the regulatory framework for environmental permitting, and

I. Insurance Coverage Reference: Due Diligence Memorandum — Insurance Coverage (Document 26)

1. D&O Insurance The Company has assembled a directors' and officers' ("D&O") liability insurance tower with an aggregate limit of $50,000,000, structured as follows: (a) Primary Layer: Meridian National Assurance Company (Policy No. DNO-22-048871). The primary policy includes a non-rescindable Side A difference-in-conditions ("DIC") component, which provides coverage to individual directors and officers in circumsta

2. Property and Liability Insurance The Company maintains a comprehensive property and liability insurance program, including: (a) Property All-Risk Insurance covering all operating project assets, including generation equipment, balance-of-system components, and related infrastructure; (b) Builder's Risk Insurance for the Mesquite Wind and Cimarron Solar construction projects, covering loss or damage to the projects

3. Run-Off / Tail Considerations The Company's current pre-IPO D&O policy includes prospectus-liability coverage that will provide protection in connection with the IPO. In the event that the Company changes D&O carriers or restructures its insurance program at the next renewal, a run-off (or "tail") policy should be evaluated to ensure continuity of coverage for claims arising from the IPO and the pre-IPO period.

4. Findings and Recommendations The D&O insurance tower is adequate for IPO purposes and is consistent with market practice for newly public companies in the renewable energy sector. Disclosure Recommendation: The S-1 should include appropriate disclosures regarding the Company's indemnification arrangements with its directors and officers and the availability of D&O insurance in Part II of the registration statement

1. Corporate Credit Facility (Veltrano National Bank) The Company's principal corporate-level credit facility is provided by a syndicate of lenders led by Veltrano National Bank (Thomas Raines, Managing Director, Energy Lending; 1401 McKinney Street, Houston, Texas 77010), as administrative agent. The facility consists of two tranches: (a) Corporate Revolving Credit Facility. The revolving credit facility provides fo

2. Project-Finance Facilities (Prairie Commercial Bank) The Company has two project-level construction-to-term financing facilities with Prairie Commercial Bank, N.A. (Brent Hollowell, SVP, Project Finance; 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201): (a) Mesquite Wind Construction-to-Term Facility. The facility provides for total commitments of $165,000,000 and is structured as a construction loan that will c

3. Tax-Equity Partnership (Veltara Basin Financial) As discussed in Section II.G above, the Company's Solaris West Solar LLC subsidiary is the subject of a partnership-flip tax-equity arrangement with Veltara Basin Financial LLC (Karen Fujimoto, Partner; 2029 Century Park East, Suite 1500, Los Angeles, California 90067). Veltara Basin invested $280,000,000 in the project, and the partnership flip is expected to occur

4. Total Debt Summary The Company's total consolidated indebtedness as of December 31, 2021 (the most recent fiscal year-end for which audited financial statements are available) is summarized as follows: The Company's debt-to-total-ass