Contract analysis

I. Executive Summary This memorandum summarizes the principal findings of Calderwood & Harkness LLP's comprehensive legal due diligence review of the eight utility-scale solar development projects (collectively, the "Project Portfolio") that Calloway-Briggs Renewables Inc. ("CBR" or the "Company") proposes to contribute to Solstice Plateau Energy Holdings LLC (the "JV Entity"), a Delaware limited liability company to

1. Title and Real Property Due Diligence Memorandum, prepared by Derek Okonkwo, dated October 25, 2023;

2. Environmental Due Diligence Summary Memorandum, prepared by Derek Okonkwo, dated October 28, 2023; and

3. Tax Structuring Memorandum, prepared by Leonard Cross, Specialist Partner, Tax, dated October 10, 2023.

II.A. Scope of Review Calderwood & Harkness's due diligence review encompassed a comprehensive examination of documents and materials made available in CBR's electronic data room, which was established and opened for review on October 2, 2023 (the "Data Room"). The Data Room is hosted on the Thackeray Solutions platform and was organized by CBR's internal legal team, under the supervision of Rebecca Whitfield, Genera

II.B. Limitations and Qualifications This memorandum and the due diligence review summarized herein are subject to the following limitations and qualifications: Document Availability. Our review is limited to documents and materials provided in the Data Room and supplemental materials provided directly by CBR management and in-house counsel. We have not conducted independent field verification of any representations

III. Project Portfolio Overview The Project Portfolio consists of eight utility-scale solar photovoltaic development projects at various stages of development readiness, all of which are in the "permitted-but-unbuilt" (pre-construction) stage. The following table provides a summary overview of each project: Project Ownership Structure. CBR holds 100% of the development rights and economic interests in each project th

IV. Land Leases and Real Property

IV.A. Overview of Land Control The Project Portfolio encompasses eight separate land control arrangements across six counties in three states, comprising a total of approximately 14,340 acres. Land control for the six private-land projects (five in Texas and one in Arizona) is secured through long-term ground leases. Land control for the two federal-land projects in New Mexico is secured through rights-of-way grants

IV.B. Texas Projects — Land Leases Red Mesa Solar I (Pecos County, Texas). CBR's wholly owned subsidiary, Red Mesa Solar I LLC, holds a ground lease for approximately 2,400 acres in unincorporated Pecos County, Texas. The lease has an initial term of 30 years, commencing on the effective date of January 15, 2021, with two successive 10-year renewal options exercisable at the tenant's election. Total potential term is

IV.C. New Mexico Projects — BLM Leases Sangre del Sol I (Doña Ana County, New Mexico). CBR's wholly owned subsidiary, Sangre del Sol I LLC, holds a right-of-way grant from the United States Bureau of Land Management for approximately 1,800 acres of federal land in Doña Ana County, New Mexico. The right-of-way was issued under Section 501 of the Federal Land Policy and Management Act (FLPMA), 43 U.S.C. § 1761, and the

IV.D. Arizona Project — Land Lease Sonoran Ridge (Pinal County, Arizona). CBR's wholly owned subsidiary, Sonoran Ridge Solar LLC, holds a ground lease for approximately 1,920 acres in Pinal County, Arizona. The lease has an initial term of 35 years, commencing June 1, 2021, with one 10-year renewal option. Total potential term is 45 years. The landowner is Pinal Valley Land Company, LLC. The lease is freely assignabl

IV.E. Title Review Summary A detailed analysis of title matters for all eight project sites is set forth in the companion Title and Real Property Due Diligence Memorandum prepared by Derek Okonkwo, dated October 25, 2023. The following is a summary of the principal findings. Title commitments and ALTA/NSPS land title surveys were obtained from Meridian Land Title Company (Dallas, Texas) for all eight project sites. T

V.A. Phase I and Phase II Environmental Site Assessments Phase I Environmental Site Assessments ("Phase I ESAs") were completed by TerraNova Environmental Sciences Inc. under the direction of Dr. Sharon Kessler, Senior Project Manager (Austin, Texas), for all eight project sites. The Phase I ESAs were conducted in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I En

V.B. NEPA Compliance The National Environmental Policy Act of 1969 ("NEPA"), 42 U.S.C. §§ 4321–4370m-12, requires federal agencies to assess the environmental impacts of proposed major federal actions significantly affecting the quality of the human environment. The applicability of NEPA to the projects in the Portfolio varies by project, depending on the presence or absence of a federal nexus. Texas Projects (Red Me

V.C. State Environmental Permits All applicable state-level environmental permits — including construction stormwater permits, water use authorizations, and air quality permits — have been obtained for seven of the eight projects, with the Brazos Point stormwater permit pending in connection with the overall Brazos Point development permit process. Texas (TCEQ). The Texas Commission on Environmental Quality (TCEQ) ad

V.D. Endangered Species / Wildlife TerraNova Environmental Sciences Inc. conducted biological surveys and habitat assessments for each project site as part of the Phase I ESA process, specifically to evaluate the potential presence of species listed as threatened or endangered under the federal Endangered Species Act of 1973, 16 U.S.C. §§ 1531–1544, as well as state-listed species and designated critical habitat. Con

VI. Interconnection Agreements

VI.A. Overview Interconnection to the electrical transmission grid is a critical prerequisite for utility-scale solar development, and the status of interconnection agreements is a significant indicator of project maturity and readiness to proceed to construction. All eight projects in the Portfolio have either executed interconnection agreements with the applicable transmission operators or hold secured positions in

VI.B. Key Terms and Status We reviewed the interconnection agreements for all eight projects with particular attention to the following elements: interconnection cost estimates, security deposit requirements, network upgrade cost allocation, milestone schedules, force majeure provisions, assignment provisions, and termination triggers. Deposits. All required interconnection study deposits and security deposits are cu

VII. Permitting and Regulatory

VII.A. Development Permits — Status Summary Development permits — including conditional use permits, special use permits, and site plan approvals — are required at the county or municipal level for each of the eight projects. These permits authorize the construction and operation of utility-scale solar generating facilities on the respective project sites, subject to compliance with applicable zoning ordinances, land

VII.B. FERC The Federal Energy Regulatory Commission ("FERC") has broad jurisdiction over the sale of electric energy at wholesale in interstate commerce and the transmission of electric energy in interstate commerce. We analyzed whether any of the eight projects require FERC approval or authorization. Finding: No FERC approval is required for any of the eight projects. All projects are expected to qualify as "qualif

VII.C. State Public Utility Commission Approvals We analyzed whether any of the eight projects require approval from the applicable state public utility commissions (the Public Utility Commission of Texas, the New Mexico Public Regulation Commission, or the Arizona Corporation Commission). Finding: No state PUC approvals are required. The projects will sell their electrical output under negotiated power purchase agre

VII.D. Hart-Scott-Rodino Antitrust Improvements Act The formation of the JV Entity and the contribution of the Project Portfolio constitute a transaction reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), 15 U.S.C. § 18a, and the implementing regulations of the Federal Trade Commission and the Department of Justice at 16 C.F.R. Parts 801–803. The applicable size-of-transaction

VII.E. CFIUS We analyzed whether the proposed transaction is subject to review by the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"). Finding: CFIUS review is not applicable. No "foreign person," as defined in the CFIUS regulations at 31 C.F.R. Part 800, is a p

VII.F. Local and County Permits In addition to the development permits (CUPs) discussed in Section VII.A, the projects will require various construction-stage permits at the local and county level, including building permits, grading permits, road access and encroachment permits, and electrical permits. These permits are typically obtained during the construction phase and are not prerequisites to closing of the JV t

VIII. Power Purchase Agreements (PPAs)

VIII.A. Overview Long-term power purchase agreements are the cornerstone of project revenue and the primary basis for project finance and equity valuation. CBR has executed or is in advanced negotiation of long-term PPAs for each of the eight projects in the Portfolio. The PPA counterparties include investment-grade electric utilities, municipal electric authorities, and creditworthy corporate offtakers, providing a

VIII.B. Project-by-Project PPA Summary Red Mesa Solar I. CBR has executed a 20-year PPA with a fixed price escalator of 1.5% per annum, with an investment-grade electric utility counterparty. The PPA is in full force and effect, with all pre-COD milestones on track. The PPA is assignable to the JV Entity with the prior written consent of the utility counterparty, which consent shall not be unreasonably withheld, cond

VIII.C. Assignment and Consent Considerations A critical component of the contribution of the Project Portfolio to the JV Entity is the assignment of the PPAs from the CBR project subsidiaries to the JV Entity (or, as applicable, the retention of the PPAs by the project subsidiaries, which themselves will be contributed to the JV). Our review indicates that the majority of the PPAs require either prior written consen

IX.A. EPC Contracts No fully executed engineering, procurement, and construction ("EPC") contracts are currently in place for any of the eight projects, which is consistent with the projects' pre-construction development status. EPC contracts will be procured during the construction phase of development, following closing of the JV transaction and the securing of construction financing. CBR has, however, obtained pre

IX.B. Equipment Supply Agreements CBR has entered into preliminary equipment supply agreements or letters of intent ("LOIs") with solar panel and inverter manufacturers for certain projects in the Portfolio. These agreements establish pricing, quantities, and delivery schedules for the principal equipment components — specifically, photovoltaic modules and string or central inverters — required for the projects' cons

IX.C. O&M Agreements No operations and maintenance ("O&M") agreements are currently in place for any of the eight projects. This is consistent with the pre-construction development stage of the Portfolio. O&M agreements will be procured during the construction phase or shortly before commercial operation. CBR's development team has identified several qualified O&M service providers and anticipates soliciting competit

IX.D. Other Material Contracts Calderwood & Harkness reviewed miscellaneous contracts relating to the development of the Project Portfolio, including agreements for land surveying services, geotechnical investigations, civil engineering and site design, environmental consulting, biological surveys, interconnection consulting, and permitting consulting. These agreements are generally short-term, fixed-fee arrangements

X.A. Overview A detailed analysis of the federal and state tax implications of the proposed JV formation and the contribution of the Project Portfolio is set forth in the companion Tax Structuring Memorandum prepared by Leonard Cross, Specialist Partner, Tax, dated October 10, 2023. The following is a summary of the principal tax considerations identified in our review. Tax-Free Contribution. The contribution of the