Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the proposed formation of a 50/50 joint venture between Calloway-Briggs Renewables Inc. ("CBR") and Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge") triggers any consent or approval rights held by Cascadia Growth Equity Fund III, L.P. ("Cascadia" or "Cascadia Fund III") under CBR's existing stockholders' agreement (the "Stockholders' Agr

1. Calloway-Briggs Renewables Inc. Calloway-Briggs Renewables Inc. ("CBR") is a Texas corporation founded in 2011 and headquartered at 2300 Travis Street, Suite 4200, Houston, Texas 77006. CBR's Employer Identification Number is 46-2837451, and its Texas Secretary of State File Number is 0801647392. CBR is one of the largest privately held independent solar developers in the southern United States, with an active dev

2. Cascadia Growth Equity Fund III, L.P. Cascadia Growth Equity Fund III, L.P. ("Cascadia" or "Cascadia Fund III") is a Delaware limited partnership organized and existing under the laws of the State of Delaware. Cascadia is a growth-equity fund based at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204. Cascadia focuses on growth-stage investments in the energy, infrastructure, and environmental services secto

3. Lumen Ridge Infrastructure Partners LLC Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge") is a Delaware limited liability company headquartered at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901. Lumen Ridge is a renewable-energy infrastructure investment platform formed in 2018 and managed by Lumen Ridge Capital Advisors LLC, its affiliated investment adviser. As of the date of this memorandu

III. CBR's Stockholders' Agreement — Relevant Provisions A. Overview of the Stockholders' Agreement CBR entered into the Stockholders' Agreement in connection with Cascadia Fund III's original growth equity investment in CBR. The Stockholders' Agreement was negotiated and executed at the time of Cascadia's acquisition of its approximately 22% equity stake in CBR and governs certain rights and obligations among CBR, i

IV. Analysis — Applicability to the Proposed JV Formation A. The JV Formation Constitutes a "Material Transaction" Based on our review of the Stockholders' Agreement and the terms of the proposed transaction as set forth in the Non-binding Term Sheet, we conclude that the formation of Solstice Plateau Energy Holdings LLC constitutes a "Material Transaction" under the Stockholders' Agreement, triggering Cascadia's pri

V. Process for Obtaining Cascadia's Consent A. Recommended Approach We recommend the following process for obtaining Cascadia's prior written consent: Step 1 — Initial Outreach and Notification. CBR management — we suggest Meg Calloway (CEO) and Priya Narayanan (CFO) — should contact Owen Charbonneau, Managing Director of Cascadia Fund III, to provide advance notice of the proposed transaction and to arrange a meetin

VI. Status Update — Consent Obtained On November 20, 2023, Cascadia Growth Equity Fund III, L.P. — acting through Owen Charbonneau, Managing Director — delivered its written consent to the proposed JV formation. The consent letter was executed by Mr. Charbonneau in his capacity as an authorized signatory of Cascadia Fund III and was delivered to CBR in accordance with the notice provisions of the Stockholders' Agreem

VII. Recommendations and Next Steps In light of the foregoing analysis and the successful completion of the consent process, we provide the following recommendations and action items:

1. Consent Requirement Satisfied. The Cascadia consent requirement has been satisfied. No further action is required with respect to Cascadia's approval of the proposed JV formation. CBR is authorized to proceed with the execution of the definitive LLC Agreement and ancillary documents, subject to satisfaction of all other conditions precedent to signing.

2. Closing Checklist. The executed Cascadia consent letter should be included as a line item on the closing checklist for the transaction. The closing team should verify that the original executed consent letter (or a copy certified by CBR's General Counsel) is included among the closing deliverables and that a copy is placed in the closing binder.

3. Ongoing Information and Observer Rights. CBR should confirm with Rebecca Whitfield (General Counsel) whether Cascadia has ongoing information rights, board observer rights, or other periodic reporting obligations under the Stockholders' Agreement that will require periodic reporting with respect to the JV following the closing. If so, CBR should establish a process for providing such reports and designate an indiv

4. Representation in LLC Agreement. The definitive LLC Agreement should include a representation by CBR that all necessary stockholder consents and approvals, including Cascadia's written consent, have been obtained in connection with CBR's execution and delivery of the LLC Agreement and ancillary documents. We recommend confirming with the drafting team that this representation is included in the Representations and

5. Document Management. The executed Cascadia consent letter has been filed in Calderwood & Harkness's document management system under Matter Number 48172.001. We recommend that an additional copy be maintained in CBR's corporate records, alongside the Stockholders' Agreement and other stockholder-related governance documents, for future reference.

6. Post-Closing Coordination. Following the signing and closing of the JV documents, Calderwood & Harkness LLP should coordinate with CBR's General Counsel to ensure that any notifications, filings, or updates required to be made to Cascadia under the Stockholders' Agreement in connection with the consummation of the transaction are timely delivered. Please do not hesitate to contact me if you have any questions rega

VIII. Enclosures / Attachments (Referenced) The following documents are referenced in this memorandum and are attached hereto or maintained in the matter files under Matter Number 48172.001:

1. Exhibit A — Relevant excerpts from the Stockholders' Agreement of Calloway-Briggs Renewables Inc. (consent provisions, including the definition of "Material Transaction" and related information rights provisions).

2. Exhibit B — Non-binding Term Sheet dated September 25, 2023, by and between Calloway-Briggs Renewables Inc. and Lumen Ridge Infrastructure Partners LLC.

3. Exhibit C — Copy of executed Cascadia Growth Equity Fund III, L.P. consent letter dated November 20, 2023 (added to the enclosures following receipt of the executed consent). PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP | Matter No. 48172.001 This memorandum and all attached exhibits are protected by the attorney-client privilege and the attorney work-pro