Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP has been retained by Calloway-Briggs Renewables Inc. ("CBR"), a Texas corporation headquartered at 2300 Travis Street, Suite 4200, Houston, Texas 77006, in connection with the proposed formation of a 50/50 joint venture with Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"), a Delaware limited liability company headquartered at 301 Tresser Boulevard, Suite 1400, St

II. BACKGROUND — TRANSACTION STRUCTURE A. The Parties

1. Calloway-Briggs Renewables Inc. ("CBR") CBR is a Texas corporation (EIN 46-2837451; Texas Secretary of State File Number 0801647392) founded in 2011. CBR is one of the largest privately held independent solar energy developers in the southern United States, with an active development and operating portfolio of approximately 3.8 gigawatts ("GW") of solar projects located across Texas, New Mexico, Arizona, and Nevad

2. Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge") Lumen Ridge is a Delaware limited liability company (EIN 83-1924076) that serves as a dedicated renewable-energy infrastructure investment platform. Lumen Ridge was formed in 2018 and is managed by Lumen Ridge Capital Advisors LLC ("LRCA"), also a Delaware limited liability company. Lumen Ridge has approximately $4.2 billion in assets under management deploye

3. Solstice Plateau Energy Holdings LLC (the "JV Entity") The JV Entity, Solstice Plateau Energy Holdings LLC, is to be formed as a Delaware limited liability company for the exclusive purpose of developing, constructing, financing, owning, and operating the contributed portfolio of utility-scale solar projects. The JV Entity does not currently exist and will be organized contemporaneously with the closing of the tra

III. HSR ACT — STATUTORY AND REGULATORY FRAMEWORK A. Overview of HSR Requirements The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), and the implementing regulations promulgated thereunder by the FTC (16 C.F.R. Parts 801–803), establish a pre-merger notification program that requires parties to certain acquisitions and mergers to notify both the FTC and the Antitru

IV. DETERMINATION OF FILING PARTIES ("PERSONS") A critical step in the HSR filing process is the identification of the "ultimate parent entity" ("UPE") for each filing party. Under the HSR regulations, the "person" that must file an HSR notification is defined to include the UPE and all entities that the UPE controls. See 16 C.F.R. § 801.1(a)(1). The UPE is the entity that is not controlled by any other entity. See 1

V. EXEMPTIONS ANALYSIS A. Potential Exemptions Considered The HSR Act regulations set forth a number of exemptions that, if applicable, would relieve the parties of the obligation to file. We have considered each of the potentially relevant exemptions in light of the facts of this transaction and have concluded that none applies.

1. Section 802.4 — Acquisitions Solely for Investment Purposes. Under 16 C.F.R. § 802.4, an acquisition of voting securities or non-corporate interests is exempt from the HSR filing requirement if the acquiring person holds or will hold 10% or less of the outstanding securities of the issuer, and the acquisition is made solely for the purpose of investment, with no intent to participate in the formulation, determinat

2. Section 802.30 — Intra-Person Transactions. Under 16 C.F.R. § 802.30, an acquisition is exempt if it is a transaction within a single "person" — i.e., a transfer of assets or interests between entities that are part of the same UPE's corporate family. This exemption is not applicable here. CBR and Lumen Ridge are not under common control and are not part of the same "person" as defined in the HSR regulations. They

3. Section 802.1 — De Minimis Acquisitions ($50 Million or Less). Under 16 C.F.R. § 802.1, the acquisition of assets or non-corporate interests valued at $50 million or less (as adjusted) is exempt from the HSR filing requirement. This exemption is not applicable. The value of the interests being acquired by each party ($150,000,000) far exceeds the $50 million de minimis threshold.

4. Section 802.35 — Acquisitions by Certain Regulated Entities. Under 16 C.F.R. § 802.35, certain acquisitions by banks, savings institutions, or other regulated entities are exempt from the HSR filing requirement. This exemption is not applicable to the facts of this transaction. Neither CBR nor Lumen Ridge is a bank, savings institution, or other regulated entity within the meaning of this provision.

5. Section 802.51 — Acquisitions of Foreign Assets or Entities. Under 16 C.F.R. § 802.51, certain acquisitions of foreign assets or interests in foreign entities are exempt from the HSR filing requirement. This exemption is not applicable. All assets to be contributed to the JV Entity are located within the United States (Texas, New Mexico, and Arizona), the JV Entity will be organized as a domestic (Delaware) LLC, a

VI. FILING MECHANICS AND TIMING A. Filing Form and Content Each filing party must submit an HSR Notification and Report Form (the "HSR Form") to the Premerger Notification Office of the FTC and the Antitrust Division of the DOJ. The HSR Form is a multi-part form that requires detailed information from each filing party, including: • Identification of the filing person, the UPE, and the entity or entities whose intere

1. Expiration: The waiting period expires automatically at 11:59 p.m. Eastern Time on the 30th day following the filing (or the next business day if the 30th day falls on a weekend or federal holiday).

2. Early termination: The FTC and DOJ may grant early termination of the waiting period at any time before its expiration, upon the request of any filing party.

3. Extension by second request: If either the FTC or DOJ determines that additional information is necessary to evaluate the competitive implications of the transaction, it may issue a "second request" — a formal request for additional information and documentary material under 15 U.S.C. § 18a(e). The issuance of a second request extends the waiting period until 30 days after both parties have substantially complied

VII. SUBSTANTIVE ANTITRUST ASSESSMENT A. Market Definition and Competitive Analysis While the HSR filing is a procedural requirement that does not itself require a formal competitive analysis, it is prudent to assess the likelihood of an agency challenge or a second request by considering the substantive antitrust implications of the transaction. The following analysis provides a preliminary assessment of the relevan

VIII. COORDINATION WITH COUNTERPARTY COUNSEL Both CBR and Lumen Ridge must make simultaneous HSR filings. Accordingly, it is essential that Calderwood & Harkness LLP coordinate closely with Lumen Ridge's outside counsel, Haverford, Quinn & Steele LLP, located at 599 Lexington Avenue, 28th Floor, New York, New York 10022. The primary contacts at Haverford, Quinn & Steele are Gregory Haverford III (Lead Partner) and Jo

1. Filing Date Alignment. Both parties must agree on a target filing date. We recommend October 18, 2023, and this date should be confirmed with counterparty counsel as soon as practicable.

2. Consistency of Transaction Description. The transaction description in each party's HSR Form should be consistent to avoid confusion or delay in the reviewing agency's assessment. We should exchange draft descriptions of the transaction with Haverford, Quinn & Steele and agree on consistent language before filing.

3. Exchange of Necessary Information. Each party will need certain information from the other to complete its HSR Form, including NAICS code revenue data, UPE determinations, and identifying information for affiliated entities. We should initiate this information exchange promptly to ensure adequate time for form preparation.

4. Joint Early Termination Request. Although either party may independently request early termination, a joint request (or at least coordinated requests) is more likely to result in a prompt grant of early termination. We should coordinate with Haverford, Quinn & Steele to ensure that both filings include a request for early termination.

5. Filing Fee Allocation. The allocation of filing fees between the parties ($125,000 per filing, for a total of $250,000) should be confirmed by the respective clients. This is typically addressed in the definitive transaction documents, but the parties should reach an understanding before filing so that each party can arrange payment of its respective fee. We recommend that Megan Chu initiate contact with Joanna Kl

IX. ACTION ITEMS AND NEXT STEPS Based on the foregoing analysis, we recommend the following action items, which should be completed expeditiously in order to meet the target filing date of October 18, 2023:

1. Confirm UPE Determination for CBR. Obtain from Rebecca Whitfield (General Counsel) and/or Priya Narayanan (CFO) the precise share ownership breakdown of CBR, including the respective ownership percentages of Margaret Calloway, Thomas Briggs, Cascadia Growth Equity Fund III, L.P., and any other shareholders, in order to confirm the ultimate parent entity for HSR filing purposes. If any individual holds 50% or more

2. Contact Counterparty Counsel. Megan Chu to reach out to Joanna Kline at Haverford, Quinn & Steele LLP to coordinate filing logistics, confirm the target filing date of October 18, 2023, initiate the exchange of information necessary for form completion, and discuss filing fee allocation. Responsible: Megan Chu Target Completion Date: October 6, 2023

3. Prepare HSR Form for CBR. Derek Okonkwo to prepare the draft HSR Notification and Report Form for CBR, including the transaction description, NAICS code revenue breakdowns, UPE identification, and all required schedules and attachments. The draft form will be submitted to James Prentice and Megan Chu for review before filing. Responsible: Derek Okonkwo Target Completion Date: October 13, 2023 (draft); October 16,

4. Gather Required Documents. Assemble copies of all documents required to be filed with the HSR Form, including: • The executed non-binding term sheet dated September 25, 2023; • Any internal CBR analyses, board presentations, or memoranda relating to the transaction that discuss competition, competitors, market share, or potential efficiencies (Item 4(c) and 4(d) documents); • NAICS code revenue breakdowns for CBR

5. Filing Fee Approval and Payment. Confirm with CBR (Priya Narayanan, CFO) approval of the $125,000 filing fee for CBR's HSR filing and arrange for payment to the FTC's Premerger Notification Office. Payment may be made by certified check, wire transfer, or electronic payment through the FTC's e-filing system. Responsible: Megan Chu / Derek Okonkwo Target Completion Date: October 16, 2023

6. Calendar Waiting Period. Upon filing (target October 18, 2023), calendar the 30-day waiting period expiration date (approximately November 17, 2023) in the firm's docketing system and monitor the FTC's public docket for early termination notices. Set internal reminders at 10-day, 20-day, and 30-day marks following filing. Responsible: Derek Okonkwo Target Completion Date: Immediately upon filing

7. Post-Filing Monitoring. Following the filing, monitor for any inquiries, requests for additional information, or second requests from the FTC or DOJ. If any communications are received from the reviewing agency, notify James Prentice and Megan Chu immediately and prepare to respond promptly. In the unlikely event of a second request, a separate action plan will be developed at that time. Responsible: Derek Okonkwo

X. CONCLUSION Based on the foregoing analysis, the formation of Solstice Plateau Energy Holdings LLC as a 50/50 joint venture between Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC requires pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the implementing regulations at 16 C.F.R. Parts 801–803, for the following reasons: (a) The trans