Contract analysis

I. PURPOSE AND SUMMARY This memorandum summarizes the completed transaction relating to the development, construction financing, and principal agreements for the Lone Star Battery Storage Project (the "Project") for the firm's internal files. It is intended to provide a comprehensive record of the transaction, the parties involved, the material terms of all principal agreements, the conditions precedent to financial

II. TRANSACTION OVERVIEW A. Project Description The following summarizes the material characteristics and specifications of the Project: • Project Name: Lone Star Battery Storage Project • Technology: Lithium Iron Phosphate (LFP) Battery Energy Storage System ("BESS"). The Project utilizes LFP chemistry, which offers enhanced thermal stability, longer cycle life, and improved safety characteristics relative to other

III. PARTIES TO THE TRANSACTION Set forth below is a description of each of the principal parties to the transaction, together with their respective roles, contact information, and legal representation. A. Client / Project Developer Calloway-Briggs Renewables Inc. ("CBR") Texas corporation 2200 West Commerce Street, Suite 1400 Houston, TX 77002 EIN: 82-3047591 Role: Project developer; parent company and sole member o

I. Insurance Broker and Carriers Insurance Broker: Kensington Risk Advisors, LLC 900 Smith Street, Suite 500 Houston, TX 77002 Lead Broker: Dana J. Carwell Role: Insurance broker retained by CBR and the Project Company to procure the Project insurance program, including builder's risk and general liability coverage. Builder's Risk Carrier: Commonwealth Specialty Insurance Company Policy Limit: $42,000,000 Role: Issue

IV. CAPITAL STRUCTURE A. Summary Table The following table summarizes the capital structure of the Project: The capital structure reflects a 65/35 debt-to-equity ratio, which is consistent with market standards for construction-phase financing of utility-scale battery energy storage projects in the ERCOT market. The leverage level was the product of negotiation between CBR and BRNB, informed by the Independent Engine

V. KEY AGREEMENTS — SUMMARY OF TERMS Set forth below is a summary of the material terms of each of the principal agreements negotiated, drafted, and/or reviewed by C&H in connection with the Project. This summary is provided for reference purposes and does not purport to be a complete description of any agreement. The full terms and conditions of each agreement are set forth in the executed versions maintained in the

VI. CONDITIONS PRECEDENT — SATISFACTION AND FINANCIAL CLOSE A. Conditions Precedent to Initial Advance All conditions precedent to the first draw under the Credit Agreement were satisfied as of February 10, 2023, the date of Financial Close. The following is a summary of each condition precedent and the manner and date of its satisfaction:

1. Executed EPC Agreement. The EPC Agreement between Lone Star Storage I, LLC and Meridian Power Construction, Inc. was fully executed on December 1, 2022. A certified copy of the fully executed EPC Agreement was delivered to BRNB on December 2, 2022. BRNB and its counsel confirmed the acceptability of the EPC Agreement.

2. Executed Ground Lease with SNDA. The Ground Lease between Permian Basin Land Holdings, LP and Lone Star Storage I, LLC was fully executed on December 1, 2022. The Lessor's lien waiver and subordination, non-disturbance, and attornment agreement was delivered concurrently by Permian Basin Land Holdings, LP. Certified copies of the Ground Lease and SNDA were delivered to BRNB on December 2, 2022.

3. Executed Interconnection Agreement. The Interconnection Agreement between Lone Star Storage I, LLC and Aldermere & Co. became effective on December 1, 2022. A certified copy was delivered to BRNB on December 5, 2022.

4. Independent Engineer's Report. The Independent Engineer's Report was prepared and delivered by Norgate Technical Advisors, Inc. (Dr. Phillip S. Reardon, P.E., Lead Engineer). The report was delivered to BRNB on January 20, 2023, and certified the technical feasibility and adequacy of the Project design and the EPC scope. The report included an independent review of the Project's energy storage capacity, performanc

5. Builder's Risk Insurance. A builder's risk insurance policy was issued by Commonwealth Specialty Insurance Company, with a policy limit of $42,000,000. Evidence of the policy, including a certificate of insurance and endorsements naming BRNB as lender's loss payee, was delivered to BRNB on January 30, 2023. The policy was reviewed and approved by BRNB and its counsel.

6. General Liability Insurance. A general liability insurance policy was issued by Pinnacle Mutual Assurance Corp. Evidence of the policy, including a certificate of insurance and endorsements naming BRNB as an additional insured, was delivered to BRNB on January 30, 2023. The policy was reviewed and approved by BRNB and its counsel.

7. Phase I Environmental Site Assessment. The Phase I ESA was completed by Terranova Environmental Group, Inc. (Karen V. Albrecht, Lead Consultant) in accordance with ASTM Standard E1527-21. The Phase I ESA was delivered to BRNB on November 30, 2022. The report concluded that no recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions were

8. Leasehold Title Insurance Policy. A leasehold title insurance policy was issued by Lone Star Abstract & Title Co. in the amount of $26,000,000, matching the loan amount under the Credit Agreement. The policy was issued in favor of the Project Company, with BRNB named as the insured lender under a lender's endorsement. The policy, together with the underlying title commitment, Schedule B exceptions, and endorsement

9. Legal Opinion — Borrower's Counsel (Calderwood & Harkness LLP). The C&H opinion letter, dated February 10, 2023, was addressed to BRNB and signed by George Trujillo, Responsible Partner. The opinion covered due organization and good standing of CBR and Lone Star Storage I, LLC, due authorization, enforceability of the financing documents, no conflicts, no governmental approvals required (other than those obtained)

10. Legal Opinion — Lender's Counsel (Archibald, Fenn & Shaw LLP). The Lender's counsel opinion letter, dated February 10, 2023, was prepared and delivered by Archibald, Fenn & Shaw LLP at Financial Close. The opinion addressed such matters as were customary for lender's counsel in a project finance transaction of this nature.

11. Officer's Certificate and Bring-Down Certificate. The Officer's Certificate and Bring-Down Certificate was executed on February 10, 2023 by Sandra M. Briggs, in her capacity as President and COO of CBR and as an authorized officer of Lone Star Storage I, LLC. The certificate certified the following: (i) the truth and correctness of the representations and warranties of the Borrower and the Guarantor contained in

12. Performance and Payment Bonds. A performance bond and a payment bond, each in the amount of $31,200,000 (representing 100% of the EPC Contract Price), were issued by Ironclad Surety Corporation on behalf of Meridian Power Construction, Inc. in favor of Lone Star Storage I, LLC. Original executed copies of the bonds were delivered to BRNB on January 15, 2023, and were reviewed and confirmed acceptable by BRNB and

13. Organizational Documents and Resolutions. The following organizational documents were delivered to BRNB: (i) the Certificate of Formation and Operating Agreement of Lone Star Storage I, LLC; (ii) the Articles of Incorporation and Bylaws of CBR; (iii) certified copies of resolutions of the Board of Directors of CBR and the sole member of Lone Star Storage I, LLC authorizing the execution and delivery of the financ

VII. PERMITS AND REGULATORY APPROVALS The following permits and regulatory approvals have been obtained or confirmed in connection with the development and construction of the Project: • Ector County Building Permit: Building Permit No. BP-2022-04517, issued on October 28, 2022 by the Ector County Permits and Inspections Department. The building permit authorizes the construction of the BESS facility, including all s

VIII. INSURANCE PROGRAM The following insurance policies were procured for the Project in connection with the construction phase and were delivered and approved as conditions precedent to Financial Close: • Builder's Risk Insurance. Issued by Commonwealth Specialty Insurance Company, with a policy limit of $42,000,000. The builder's risk policy provides all-risk coverage for the Project during the construction period

IX. TIMELINE OF KEY EVENTS The following table summarizes the key milestones and events in the development, negotiation, and closing of the Project:

X. POST-CLOSING OBLIGATIONS AND UPCOMING MILESTONES While the Calderwood & Harkness engagement on this matter is now closed, the following post-closing obligations and upcoming milestones remain relevant to the Project and are summarized here for the completeness of the file. A. Equipment Delivery Schedule Under the Equipment Supply Agreement, Harmon-Dietrich Energy Solutions, LLC is obligated to deliver the battery

XI. CALDERWOOD & HARKNESS FEE ARRANGEMENT The fee arrangement for the Firm's representation of CBR and Lone Star Storage I, LLC in connection with the Project is summarized below: • Fee Structure: The engagement is billed on an hourly basis, subject to a negotiated voluntary cap of $475,000 for the full engagement, encompassing all legal services rendered by the Firm from the opening of the engagement through matter