Contract analysis

I. INTRODUCTION AND ENGAGEMENT Calderwood & Harkness LLP ("we," "our," "us," or "C&H") has acted as special tax counsel to Calloway-Briggs Renewables Inc. ("CBR"), a Texas corporation, in connection with the structuring, negotiation, and closing of the tax-equity investment (the "Transaction") by Ridgeline Capital Partners, LLC ("Ridgeline" or the "Investor") in Solstice Holdings, LLC (the "Partnership"), a Delaware

II. SUMMARY OF THE TRANSACTION The following is a summary of the material aspects of the Transaction relevant to the opinions expressed herein. Capitalized terms used but not otherwise defined in this Section II have the meanings assigned to them in the Transaction Documents. A. The Solstice Portfolio The Partnership, through its wholly owned project companies (each as described below), owns a portfolio of seven (7)

1. Pecos Sun Solar, LLC — 85 MW(dc) utility-scale solar photovoltaic generating facility located in Reeves County, Texas. Commercial operation date ("COD"): October 15, 2023. EPC contract cost: $78,200,000.

2. Red Mesa Solar, LLC — 70 MW(dc) utility-scale solar photovoltaic generating facility located in Pecos County, Texas. COD: October 28, 2023. EPC contract cost: $63,700,000.

3. Coyote Flats Solar, LLC — 65 MW(dc) utility-scale solar photovoltaic generating facility located in Ward County, Texas. COD: November 5, 2023. EPC contract cost: $59,100,000.

4. Llano Verde Solar, LLC — 55 MW(dc) utility-scale solar photovoltaic generating facility located in Hudspeth County, Texas. COD: November 12, 2023. EPC contract cost: $50,400,000.

5. Cimarron Solar, LLC — 50 MW(dc) utility-scale solar photovoltaic generating facility located in Lea County, New Mexico. COD: September 30, 2023. EPC contract cost: $45,800,000.

6. Sandoval Ridge Solar, LLC — 50 MW(dc) utility-scale solar photovoltaic generating facility located in Sandoval County, New Mexico. COD: October 20, 2023. EPC contract cost: $46,100,000.

7. Amistad Solar, LLC — 45 MW(dc) utility-scale solar photovoltaic generating facility located in Val Verde County, Texas. COD: November 18, 2023. EPC contract cost: $41,300,000. The aggregate EPC contract cost across all seven Projects is $384,600,000. The EPC contractor for all seven Projects is Vasquez Brothers Construction, Inc. ("VBC"), a Texas corporation (Employer Identification Number: 75-2648103), which ente

III. DOCUMENTS EXAMINED AND INFORMATION RELIED UPON In connection with rendering this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, certificates, records, and other materials: Core Transaction Documents:

1. Executed Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023, including all exhibits, schedules, and appendices thereto;

2. Executed Capital Contribution Agreement, dated as of September 21, 2023, including all exhibits and schedules thereto;

3. Executed Tax Credit Purchase Agreement, dated as of September 21, 2023;

4. Executed Tax Indemnity Agreement, dated as of September 21, 2023;

5. Executed Purchase Option Agreement, dated as of September 21, 2023;

6. Executed Escrow Agreement, dated as of September 21, 2023, including Clearwater Escrow Services, Inc. account documentation (Escrow Account No. CES-2023-80114);

7. Executed Intercompany Contribution Agreement, dated as of September 21, 2023;

8. Executed Back-Leverage Intercreditor and Consent Agreement, dated as of September 21, 2023;

9. Executed Pledge Agreement, dated as of December 8, 2023; and

10. Executed Partnership Representative Designation and Tax Matters Agreement, dated as of September 21, 2023. Corporate and Entity Documents:

11. Certificate of Formation and Operating Agreement of Solstice Holdings, LLC, as filed with the Delaware Secretary of State;

12. Certificate of Formation and Operating Agreement of CBR Solstice Manager, LLC, as filed with the Delaware Secretary of State;

13. Certificates of Formation and Operating Agreements of each of the seven project companies (Pecos Sun Solar, LLC; Red Mesa Solar, LLC; Coyote Flats Solar, LLC; Llano Verde Solar, LLC; Cimarron Solar, LLC; Sandoval Ridge Solar, LLC; and Amistad Solar, LLC), each as filed with the Delaware Secretary of State;

14. Articles of Incorporation and Bylaws of Calloway-Briggs Renewables Inc. (Texas Secretary of State File No. 803762114);

15. Secretary's Certificate of CBR, dated as of December 8, 2023, certifying copies of the Articles of Incorporation and Bylaws, board resolutions authorizing the Transaction, and incumbency of officers;

16. Secretary's Certificate of CBR Manager, dated as of December 8, 2023; and

17. Good standing certificates for the Partnership, CBR Manager, and each project company from the Delaware Secretary of State, and foreign qualification certificates from the Texas Secretary of State and the New Mexico Secretary of State, as applicable. Project Documents:

18. Master Engineering, Procurement, and Construction Agreement, dated as of March 15, 2022, between VBC and the project companies, together with all change orders, amendments, and supplements thereto through the date hereof;

19. Power Purchase Agreements between the five Texas project companies and Lone Star Grid Solutions, LLC (five agreements, each with a fifteen-year term, with a weighted-average contract price of $32.50/MWh and an annual escalation rate of 1.5%);

20. Power Purchase Agreements between the two New Mexico project companies and Enchantment Power Cooperative (two agreements, each with a twenty-year term, with a weighted-average contract price of $29.75/MWh and an annual escalation rate of 2.0%);

21. ERCOT interconnection agreements for the five Texas Projects;

22. Northgate Corporation/WECC interconnection agreements for the two New Mexico Projects;

23. Site lease agreements, easements, access agreements, and related real property documents for each Project;

24. Title reports and title insurance commitments for each Project site;

25. Environmental and regulatory permits, licenses, and approvals for each Project, including NEPA documentation, stormwater permits, county building permits, and conditional use permits, as applicable; and

26. Insurance certificates and coverage summaries issued by Sentinel Underwriters, Inc., documenting property and casualty insurance, commercial general liability insurance, and builder's risk insurance, each underwritten by Fortis Indemnity Company, and performance bonds issued by Ironclad Surety Corp. Tax and Compliance Documents:

27. Prevailing wage compliance certifications from VBC, including certified payroll records and certifications signed by Carlos Vasquez, President of VBC, and Elena Vasquez-Torres, Vice President of Project Execution of VBC, dated as of November 30, 2023, certifying compliance with the prevailing wage requirements of Section 48(a)(10) of the Code for each of the seven Projects;

28. Apprenticeship compliance certifications from VBC, including documentation of qualified apprentice utilization, labor hour summaries, and registered apprenticeship program information, dated as of November 30, 2023, certifying compliance with the apprenticeship requirements of Section 48(a)(11) of the Code;

29. Domestic content certifications, including manufacturer attestations and component tracking documentation, demonstrating compliance with the domestic content requirements of Section 48(a)(12) of the Code for all solar modules, inverters, racking and tracking systems, and other manufactured components installed in each Project; and

30. IRS Forms W-9 for each entity party to the Transaction Documents. Third-Party Reports and Analyses:

31. Independent appraisal and fair market value analysis prepared by Greystone Worthington, LLC (Helen Farber, Managing Director), dated November 15, 2023;

32. Independent engineer's report prepared by Meridian Technical Advisors, LLC (Dr. Rajan Mehta, Principal Engineer), dated November 10, 2023, including capacity test results, performance ratio analyses, and COD certifications for each Project; and

33. Energy production forecasts prepared by Meridian Technical Advisors, LLC for each Project. Financing Documents:

34. Construction facility agreement with Osprey National Bank, N.A. (Facility Reference No. ONB-PF-2022-0341);

35. Back-leverage term loan facility agreement with Osprey National Bank, N.A. (Facility Reference No. ONB-PF-2023-0587); and

36. UCC/lien search results from the Delaware Secretary of State, the Texas Secretary of State, and the New Mexico Secretary of State. Certificates and Representations:

37. Officer's Closing Certificate of CBR, dated as of December 8, 2023, signed by Theo Vasquez, Chief Financial Officer of CBR, certifying as to the accuracy and completeness of certain factual representations and warranties made in connection with the Transaction; and

38. Such other representations, warranties, and certifications of officers and authorized representatives of CBR and CBR Manager regarding factual matters as we have deemed necessary or appropriate for purposes of rendering this Opinion. A comprehensive list of all Transaction Documents reviewed is attached hereto as Exhibit A. In our examination of the foregoing documents, we have assumed the genuineness of all sign

IV. ASSUMPTIONS In rendering the opinions expressed in this Opinion, we have relied upon, and our opinions are subject to, the following assumptions. We have not independently verified any of the assumptions set forth below. A. Factual Assumptions We have assumed the following with respect to factual matters:

1. All representations and warranties made by CBR, CBR Manager, and the project companies in the Transaction Documents (including, without limitation, in the LLCA, the CCA, the Tax Indemnity Agreement, and the Officer's Closing Certificate) are, and will remain, true, correct, and complete in all material respects as of the date hereof and at all relevant times thereafter.

2. All parties to the Transaction Documents have performed, and will continue to perform, all of their respective covenants, agreements, and obligations under the Transaction Documents in accordance with the terms thereof.

3. Each Project constitutes (or, upon placement in service, has constituted) "energy property" within the meaning of Section 48(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code") — specifically, "solar energy property" as described in Section 48(a)(3)(A)(i) of the Code — because each Project consists of equipment that uses solar energy to generate electricity.

4. Each Project has been placed in service (within the meaning of Section 48(a) of the Code and the Treasury Regulations thereunder) on or before December 31, 2023, on the dates set forth in the Meridian IE Report and the Officer's Closing Certificate (i.e., CODs ranging from September 30, 2023 to November 18, 2023). For purposes of this assumption, we have relied on the analysis and conclusions of the Meridian IE Re

5. VBC has complied, and will continue to comply, with the prevailing wage requirements under Section 48(a)(10) of the Code and the apprenticeship requirements under Section 48(a)(11) of the Code throughout the construction of all Projects, including with respect to any alteration or repair work performed during the recapture period. We have relied on the prevailing wage and apprenticeship compliance certifications d

6. The domestic content requirements under Section 48(a)(12) of the Code have been satisfied for all Projects, based on the domestic content certifications and manufacturer attestations reviewed by us, as described in Section III above. We have not independently tested, verified, or audited the domestic content of any solar module, inverter, racking or tracking system, or other manufactured component installed in any

7. CBR's contribution of the membership interests in the project companies to the Partnership was properly structured and qualifies as a tax-free contribution under Section 721 of the Code, such that no gain or loss was recognized by CBR or the Partnership in connection with such contribution.

8. The fair market value of the Projects and the project company interests, as determined by the Greystone Appraisal, is accurate and was determined using accepted appraisal methodologies consistent with the requirements of the Code, the Treasury Regulations, and applicable professional standards. We have relied on the Greystone Appraisal and have not independently verified the fair market value conclusions expressed

9. No Project will undergo a change in use, disposition, cessation of qualification as energy property, or any other event that would trigger recapture of the ITC under Section 50(a) of the Code during the five-year recapture period applicable to such Project. We have relied on the covenants and representations of CBR and CBR Manager in the LLCA and the Tax Indemnity Agreement in making this assumption.

10. The Partnership will file accurate, complete, and timely federal and state income tax returns (including IRS Schedule K-1s delivered to each partner) for each taxable year, reflecting the allocations of tax items required under the LLCA and in accordance with the Code and the Treasury Regulations.

11. The Partnership will maintain complete and accurate books and records in accordance with the Code, the Treasury Regulations (including the capital account maintenance rules of Treas. Reg. § 1.704-1(b)(2)(iv)), and generally accepted accounting principles.