Contract analysis

I. Purpose This memorandum documents the results of the conflicts of interest check conducted in accordance with Calderwood & Harkness LLP's internal conflicts clearance procedures (as set forth in the firm's Ethical Standards & Risk Management Manual, rev. January 2023) in connection with the proposed engagement of the firm by Calloway-Briggs Renewables Inc. ("CBR") to represent CBR in the formation of a 50/50 joint

II. Description of Proposed Engagement A. Transaction Overview Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC propose to form a Delaware limited liability company under the anticipated name "Solstice Plateau Energy Holdings LLC" (the "JV Entity" or "Solstice Plateau") as a 50/50 joint venture vehicle for the co-development, construction, ownership, and operation of a portfolio of utility-

III. Parties and Affiliates Searched The following parties, affiliates, key principals, and significant third parties were identified in connection with the proposed engagement and were searched through the firm's Conflicts System. For each party, the search included the full legal name, all known variations and aliases, affiliated entities, and (where applicable) employer identification numbers ("EINs"). Individual

1. Margaret "Meg" Calloway — Co-Founder, Chairwoman & Chief Executive Officer. Searched as: "Margaret Calloway," "Meg Calloway," "M. Calloway."

2. Thomas R. Briggs — Co-Founder & President. Searched as: "Thomas Briggs," "Thomas R. Briggs," "Tom Briggs," "T.R. Briggs."

3. Priya Narayanan — Chief Financial Officer. Searched as: "Priya Narayanan," "P. Narayanan."

4. Daniel Estrada — Senior Vice President, Corporate Development. Mr. Estrada is anticipated to serve as the initial Chief Executive Officer of the JV Entity (Solstice Plateau). Searched as: "Daniel Estrada," "Dan Estrada," "D. Estrada."

5. Rebecca Whitfield — General Counsel. Ms. Whitfield is the primary point of contact at CBR for purposes of this engagement. Searched as: "Rebecca Whitfield," "R. Whitfield." C. Counterparty — Lumen Ridge Infrastructure Partners LLC Full Legal Name: Lumen Ridge Infrastructure Partners LLC Entity Type: Delaware limited liability company Employer Identification Number (EIN): 83-1924076 Principal Office: 301 Tresser Bo

1. Nathaniel "Nate" Forsythe — Co-Founder & Managing Partner of Lumen Ridge and LRCA. Searched as: "Nathaniel Forsythe," "Nate Forsythe," "N. Forsythe."

2. Carolyn J. Delaney — Partner & Head of Solar Investments at Lumen Ridge. Searched as: "Carolyn Delaney," "Carolyn J. Delaney," "C. Delaney."

3. Victor Osei — Chief Financial Officer of Lumen Ridge. Mr. Osei is anticipated to serve as the initial Chief Financial Officer of the JV Entity (Solstice Plateau). Searched as: "Victor Osei," "V. Osei."

4. Amanda Prescott — General Counsel & Chief Compliance Officer of Lumen Ridge and LRCA. Searched as: "Amanda Prescott," "A. Prescott." F. Cascadia Growth Equity Fund III, L.P. (Minority Investor in CBR) Full Legal Name: Cascadia Growth Equity Fund III, L.P. Entity Type: Delaware limited partnership Principal Office: 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204 Description: Cascadia Growth Equity Fund III,

I. Other Advisors and Significant Third Parties The following additional advisors and significant third parties were identified in connection with the proposed transaction and were each searched in the Conflicts System:

1. Ridgeline Barrow & Co. — CBR's financial advisor for the transaction. Principal office: Houston, Texas. Key individual searched: Marcus Delgado. Searched variations: "Ridgeline Barrow," "Ridgeline Barrow & Co," "RB&Co."

2. Whitmore Zanthor Group LLC — Lumen Ridge's financial advisor for the transaction. Principal office: New York, New York. Key individual searched: Elena Marchetti. Searched variations: "Whitmore Zanthor," "WSG," "Whitmore Zanthor Group."

3. Pennington Clarke LLP — Anticipated auditor and tax return preparer for the JV Entity (Solstice Plateau). Key individual searched: Harold Yeung, CPA. Searched variations: "Pennington Clarke," "P&C LLP."

4. Greystone Hamill LLP — CBR's existing independent auditor. Searched variations: "Greystone Hamill," "GH LLP."

5. TerraNova Environmental Sciences Inc. — Environmental consulting firm anticipated to perform Phase I and Phase II environmental site assessments and related diligence in connection with the contributed solar project sites. Key individual searched: Dr. Sharon Kessler. Searched variations: "TerraNova," "TerraNova Environmental," "TerraNova Sciences."

6. Meridian Land Title Company — Title company anticipated to issue title commitments and owner's title insurance policies for the solar project sites. Searched variations: "Meridian Land Title," "Meridian Title."

7. Blackthorn Risk Advisors LLC — Insurance brokerage and risk advisory firm anticipated to advise on insurance coverage for the JV Entity and the contributed projects. Key individual searched: Garrett Yoon. Searched variations: "Blackthorn Risk," "Blackthorn Advisors."

8. Ironclad Mutual Insurance Co. — Insurance carrier anticipated to provide property and casualty insurance coverage for the solar project sites. Searched variations: "Ironclad Mutual," "Ironclad Insurance."

9. Trident National Bank, N.A. — National banking association anticipated to serve as the project-level lender for one or more of the contributed solar projects. Key individual searched: Patricia Henning. Searched variations: "Trident National," "Trident Bank," "Trident National Bank."

10. Continental Fiduciary Trust Company — Anticipated escrow agent for certain closing funds. Searched variations: "Continental Fiduciary," "Continental Trust."

11. Peachtree Corporate Services, Inc. — Anticipated Delaware registered agent for the JV Entity. Searched variations: "Peachtree Corporate," "Peachtree Services."

IV. Conflicts Search Results Set forth below are the results of the conflicts searches conducted through the firm's Conflicts System for each party, affiliate, individual, and third party identified in Section III above. The searches were conducted on September 10–11, 2023, by Megan Chu (Associate, M&A, Houston) with the assistance of the firm's Conflicts Department. The Conflicts System was queried using the full le

V. Analysis of Potential Issues While the conflicts search described in Section IV above did not identify any disqualifying conflicts of interest, the following issues merit discussion and documentation for purposes of the Responsible Partner's review. A. Scope of Representation — Single-Party Representation As set forth in Section II.C above, the firm has been asked to represent CBR only in connection with the propo

VI. Conclusion and Clearance Recommendation Based on the comprehensive search of the firm's Conflicts System conducted on September 10–11, 2023, and the analysis set forth in Sections IV and V above, no disqualifying conflicts of interest have been identified in connection with the proposed representation of Calloway-Briggs Renewables Inc. in the formation of a joint venture with Lumen Ridge Infrastructure Partners L

VII. Approvals Prepared by: CALDERWOOD & HARKNESS LLP By: ________ Name: Megan Chu Title: Associate, Mergers & Acquisitions (Houston Office) Date: September 11, 2023 Reviewed and Approved by: CALDERWOOD & HARKNESS LLP By: ________ Name: James Prentice Title: Responsible Partner, Mergers & Acquisitions (Houston Office) Date: ________ Conflicts Committee Clearance (if required per firm policy): CALDERWOOD & HARKNESS LL