Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the findings of Calderwood & Harkness LLP's ("C&H") review of environmental due diligence materials in connection with the proposed formation of a 50/50 joint venture between Calloway-Briggs Renewables Inc. ("CBR") and Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"). The joint venture will be structured as Solstice Plateau Energy Holdings LLC

II. Scope of Review A. Documents and Materials Reviewed In conducting our environmental due diligence review, C&H reviewed the following categories of documents and materials, which were made available through the electronic data room maintained by CBR and supplemented by direct production from TerraNova and applicable regulatory agencies:

1. Phase I Environmental Site Assessments. Phase I ESAs for all eight project sites, prepared by TerraNova in accordance with ASTM International Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. Each Phase I ESA included a records review of applicable federal, state, and local environmental databases, a historical use review utilizing aerial photog

2. Phase II Environmental Site Assessments. Phase II ESAs for select project sites where Phase I findings or local geological and land-use conditions warranted further confirmatory investigation, also prepared by TerraNova in accordance with ASTM International Standard E1903-19, Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process. Phase II work included limited subsurf

3. NEPA Documentation. NEPA categorical exclusion documentation for each of the eight Projects, including, where applicable, documentation of the basis for the categorical exclusion determination, agency correspondence, and supporting environmental analyses.

4. State Environmental Permit Applications and Approvals. State environmental permit applications and issued permits from the Texas Commission on Environmental Quality ("TCEQ"), the New Mexico Environment Department ("NMED"), and the Arizona Department of Environmental Quality ("ADEQ"), as applicable to each project site. This included stormwater discharge permits, construction general permits, and aquifer protection

5. Bureau of Land Management Documentation. BLM environmental review documentation for the two New Mexico Projects (Sangre del Sol I and Sangre del Sol II), both of which are located on BLM-leased land in Doña Ana County, New Mexico. The BLM documentation included NEPA categorical exclusion determinations, biological resource surveys, and cultural resource assessments specific to the BLM-managed parcels.

6. Biological and Cultural Resource Assessments. Endangered species and biological resource surveys conducted for each project site in accordance with the federal Endangered Species Act ("ESA"), applicable state endangered species laws, and BLM lease requirements. Wetlands delineations prepared in accordance with U.S. Army Corps of Engineers ("USACE") guidance. Cultural resource assessments, including archaeological

7. Stormwater Pollution Prevention Plans ("SWPPPs"). SWPPPs prepared for each project site in connection with construction stormwater discharge permitting.

8. Environmental Representations and Warranties. The environmental representations and warranties set forth in Article IV of the draft Contribution Agreement, dated as of October 15, 2023, between CBR and Solstice Plateau Energy Holdings LLC.

9. Regulatory Correspondence. Correspondence between CBR (and its environmental consultants) and applicable federal, state, and local regulatory agencies relating to environmental permitting, compliance, and review of the project sites. B. Limitations and Qualifications This memorandum is subject to the following important limitations and qualifications: • No Independent Testing. This memorandum summarizes C&H's lega

III. Summary of Phase I Environmental Site Assessments A. Overview of Phase I ESA Methodology TerraNova conducted Phase I ESAs for all eight project sites comprising the Portfolio. All Phase I ESAs were prepared in accordance with ASTM International Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, which is the current industry standard and satisfi

1. Red Mesa Solar I — Pecos County, Texas. • Nameplate Capacity: 200 MW DC • Site Acreage: Approximately 2,400 acres (leasehold interest) • Land Control: Private land lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: August 14, 2023 Findings: The Phase I ESA for the Red Mesa Solar I site identified no recognized environmental conditions ("RECs"), no controlled recognized environmental conditio

2. Red Mesa Solar II — Pecos County, Texas. • Nameplate Capacity: 180 MW DC • Site Acreage: Approximately 2,100 acres (leasehold interest) • Land Control: Private land lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: August 18, 2023 Findings: The Phase I ESA for the Red Mesa Solar II site identified no RECs, CRECs, or HRECs. The site is adjacent to the Red Mesa Solar I project site and shares

3. Cimarron Flats — Crockett County, Texas. • Nameplate Capacity: 150 MW DC • Site Acreage: Approximately 1,800 acres (leasehold interest) • Land Control: Private land lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: August 25, 2023 Findings: The Phase I ESA for the Cimarron Flats site identified no RECs, CRECs, or HRECs. The site consists of previously undeveloped rangeland in Crockett Count

4. Lone Star Prairie — Webb County, Texas. • Nameplate Capacity: 130 MW DC • Site Acreage: Approximately 1,560 acres (leasehold interest) • Land Control: Private land lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: September 1, 2023 Findings: The Phase I ESA for the Lone Star Prairie site identified no RECs, CRECs, or HRECs. The site has been historically used for ranching and cattle grazing

5. Brazos Point — Wharton County, Texas. • Nameplate Capacity: 120 MW DC • Site Acreage: Approximately 1,440 acres (leasehold interest) • Land Control: Private land lease • Permitting Status at Signing: Permit pending (note: permit subsequently received January 10, 2024) • Phase I ESA Date: September 8, 2023 Findings: The Phase I ESA for the Brazos Point site identified no RECs, CRECs, or HRECs. The site has been his

6. Sangre del Sol I — Doña Ana County, New Mexico. • Nameplate Capacity: 150 MW DC • Site Acreage: Approximately 1,800 acres (BLM leasehold interest) • Land Control: Bureau of Land Management lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: September 12, 2023 Findings: The Phase I ESA for the Sangre del Sol I site identified no RECs, CRECs, or HRECs. The site consists of undeveloped desert la

7. Sangre del Sol II — Doña Ana County, New Mexico. • Nameplate Capacity: 110 MW DC • Site Acreage: Approximately 1,320 acres (BLM leasehold interest) • Land Control: Bureau of Land Management lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: September 15, 2023 Findings: The Phase I ESA for the Sangre del Sol II site identified no RECs, CRECs, or HRECs. The site is located adjacent to the Sang

8. Sonoran Ridge — Pinal County, Arizona. • Nameplate Capacity: 160 MW DC • Site Acreage: Approximately 1,920 acres (leasehold interest) • Land Control: Private land lease • Permitting Status at Signing: Fully permitted • Phase I ESA Date: September 22, 2023 Findings: The Phase I ESA for the Sonoran Ridge site identified no RECs, CRECs, or HRECs. The site consists of previously undeveloped desert land in Pinal County

IV. Summary of Phase II Environmental Site Assessments A. Overview. Phase II ESAs were conducted by TerraNova at a limited number of project sites where Phase I findings or local site conditions warranted confirmatory sampling or further investigation. Although no RECs were identified at any site, TerraNova recommended limited Phase II investigation at two project sites — Red Mesa Solar II and Lone Star Prairie — as

1. Red Mesa Solar II — Pecos County, Texas. TerraNova conducted limited Phase II soil sampling in the vicinity of the abandoned water well identified on the eastern portion of the Red Mesa Solar II project site. A total of six soil samples were collected at varying depths (surface to approximately 10 feet below ground surface) from three boring locations surrounding the former well location. Samples were analyzed for

2. Lone Star Prairie — Webb County, Texas. TerraNova conducted limited Phase II soil sampling at the Lone Star Prairie site as a precautionary measure given the presence of active oil and gas operations in the surrounding Webb County region. Although the Phase I ESA confirmed the absence of any on-site petroleum infrastructure or evidence of contamination, TerraNova performed confirmatory sampling at four locations a

V. NEPA Compliance Review A. Applicability. The National Environmental Policy Act ("NEPA"), 42 U.S.C. § 4321 et seq., requires federal agencies to evaluate the environmental effects of proposed "major Federal actions significantly affecting the quality of the human environment." The eight Projects in the Portfolio do not require full NEPA Environmental Impact Statements ("EIS") or Environmental Assessments ("EA") bec

VI. State Environmental Permitting Review A. Texas (Five Projects) C&H reviewed the state-level environmental permits and permit applications for all five Texas Projects: Red Mesa Solar I, Red Mesa Solar II, Cimarron Flats, Lone Star Prairie, and Brazos Point. The primary state regulatory authority for environmental permitting of these projects is the Texas Commission on Environmental Quality ("TCEQ"). Stormwater Per

VII. Additional Environmental Considerations A. Endangered Species and Biological Resources TerraNova conducted or reviewed biological resource surveys for all eight project sites in the Portfolio. These surveys were performed to evaluate potential impacts to species listed as threatened or endangered under the federal Endangered Species Act, 16 U.S.C. § 1531 et seq., as well as species listed under applicable state

VIII. Consistency with Contribution Agreement Representations and Warranties C&H reviewed the environmental representations and warranties set forth in Article IV of the draft Contribution Agreement, dated as of October 15, 2023, between CBR and Solstice Plateau Energy Holdings LLC, in light of the environmental due diligence findings summarized in this memorandum. CBR's environmental representations and warranties i

IX. Recommendations Based on our review of the environmental due diligence materials described in this memorandum, C&H makes the following recommendations for the deal team's consideration:

1. Brazos Point Permit — Continued Monitoring. CBR and the C&H deal team should continue to monitor and track the pending Brazos Point (Wharton County, TX) permit application with TCEQ. Receipt of this permit should remain a condition precedent to closing of the JV transaction, as currently provided in the transaction documents. CBR should promptly notify the deal team of any material developments relating to the per

2. Insurance Coverage — Environmental Liability. The C&H deal team should coordinate with Blackthorn Risk Advisors LLC (contact: Garrett Yoon) regarding the builder's risk and commercial property insurance program being placed with Ironclad Mutual Insurance Co. for the JV project portfolio. Specifically, the deal team should confirm that the insurance program includes adequate environmental liability coverage (includ

3. Ongoing Environmental Compliance Program. Following closing of the JV transaction, the JV entity (through CBR, in its capacity as development and construction manager under the Development and Construction Management Agreement) should establish and maintain a comprehensive environmental compliance program for all eight project sites. This program should include, at a minimum: (i) monitoring of all applicable envir

4. Pre-Construction Environmental Surveys. We recommend that updated biological resource surveys and cultural resource surveys be conducted immediately prior to the commencement of construction at each project site, as required by applicable environmental permits and BLM lease terms. While the surveys conducted to date have identified no significant biological or cultural resources at any of the project sites, update

5. No Further Phase II Investigation Required. Based on the findings of TerraNova's Phase I and Phase II environmental assessments, no further environmental investigation is recommended at this time for any of the eight project sites comprising the Portfolio. The Phase I and Phase II results collectively confirm the absence of RECs and conditions requiring remediation at all eight sites.

X. Conclusion Based on Calderwood & Harkness LLP's review of the environmental due diligence materials described in this memorandum — including the Phase I and Phase II Environmental Site Assessments prepared by TerraNova Environmental Sciences Inc. (Dr. Sharon Kessler, Senior Project Manager), NEPA categorical exclusion documentation, state environmental permits and applications, biological resource and cultural res

1. Phase I Environmental Site Assessment, Red Mesa Solar I Project, Pecos County, TX. Prepared by TerraNova Environmental Sciences Inc. (Dr. Sharon Kessler, Senior Project Manager). Dated August 14, 2023.

2. NEPA Categorical Exclusion Documentation, Red Mesa Solar I Project. Received August 2023.

3. TCEQ TPDES Construction General Permit (TXR150000) — Notice of Intent and Authorization, Red Mesa Solar I Project.

4. Stormwater Pollution Prevention Plan (SWPPP), Red Mesa Solar I Project.

5. Biological Resource Survey Report, Red Mesa Solar I Project. Prepared by TerraNova. Dated July 2023.

6. Cultural Resource Assessment, Red Mesa Solar I Project. Prepared by TerraNova. Dated July 2023. Red Mesa Solar II — Pecos County, Texas

1. Phase I Environmental Site Assessment, Red Mesa Solar II Project, Pecos County, TX. Prepared by TerraNova. Dated August 18, 2023.

2. Phase II Environmental Site Assessment (Limited Subsurface Investigation — Abandoned Water Well Area), Red Mesa Solar II Project, Pecos County, TX. Prepared by TerraNova. Dated September 2023.

3. NEPA Categorical Exclusion Documentation, Red Mesa Solar II Project. Received August 2023.

4. TCEQ TPDES Construction General Permit — Notice of Intent and Authorization, Red Mesa Solar II Project.

5. Stormwater Pollution Prevention Plan (SWPPP), Red Mesa Solar II Project.

6. Biological Resource Survey Report, Red Mesa Solar II Project. Prepared by TerraNova. Dated July 2023.

7. Cultural Resource Assessment, Red Mesa Solar II Project. Prepared by TerraNova. Dated July 2023.

8. Texas Department of Licensing and Regulation — Well Plugging Records for Abandoned Water Well (Eastern Portion of Site). Cimarron Flats — Crockett County, Texas

1. Phase I Environmental Site Assessment, Cimarron Flats Project, Crockett County, TX. Prepared by TerraNova. Dated August 25, 2023.

2. NEPA Categorical Exclusion Documentation, Cimarron Flats Project. Received August 2023.

3. TCEQ TPDES Construction General Permit — Notice of Intent and Authorization, Cimarron Flats Project.

4. Stormwater Pollution Prevention Plan (SWPPP), Cimarron Flats Project.

5. Biological Resource Survey Report, Cimarron Flats Project. Prepared by TerraNova. Dated August 2023.

6. Cultural Resource Assessment, Cimarron Flats Project. Prepared by TerraNova. Dated August 2023. Lone Star Prairie — Webb County, Texas

1. Phase I Environmental Site Assessment, Lone Star Prairie Project, Webb County, TX. Prepared by TerraNova. Dated September 1, 2023.

2. Phase II Environmental Site Assessment (Limited Confirmatory Sampling — Regional Oil and Gas Activity), Lone Star Prairie Project, Webb County, TX. Prepared by TerraNova. Dated October 2023.

3. NEPA Categorical Exclusion Documentation, Lone Star Prairie Project. Received September 2023.

4. TCEQ TPDES Construction General Permit — Notice of Intent and Authorization, Lone Star Prairie Project.

5. Stormwater Pollution Prevention Plan (SWPPP), Lone Star Prairie Project.

6. Biological Resource Survey Report, Lone Star Prairie Project. Prepared by TerraNova. Dated August 2023.