1015-00001 · Graymont Brothers Inc · Debt & Lender Consents

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CONFIDENTIAL

SOLARIS WEST SOLAR LLC c/o Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

[●], 2022

Veltara Basin Financial LLC 2029 Century Park East, Suite 1500 Los Angeles, CA 90067

Attention: Karen Fujimoto, Partner, Tax Equity Investments

Re: Request for Consent and Confirmation Under Tax-Equity Partnership Agreement — Proposed Initial Public Offering of Calloway-Briggs Renewables Inc.

Tax-Equity Partnership Agreement dated [●], 2017, as amended (the "Partnership Agreement"), by and between Solaris West Solar LLC (the "Managing Member" or "Class B Member") and Veltara Basin Financial LLC (the "Tax-Equity Investor" or "Class A Member"), relating to the Solaris West solar photovoltaic project, 450 MW, located in Pecos County, Texas (the "Project")

Dear Ms. Fujimoto:

I. Introduction and Purpose

Solaris West Solar LLC, a Texas limited liability company ("Solaris West" or the "Managing Member"), is writing to you pursuant to Section [●] of the Partnership Agreement to formally request Veltara Basin Financial LLC's ("Veltara Basin" or the "Tax-Equity Investor") consent to, and written confirmation regarding, certain transactions to be undertaken in connection with a proposed initial public offering (the "IPO") of the common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation and the indirect parent of Solaris West.

As you are aware, Solaris West Solar LLC is a wholly-owned subsidiary of Calloway-Briggs Operating Company LLC, a Texas limited liability company ("CB Operating"), which is in turn a wholly-owned subsidiary of CBR Holdings LLC, a Delaware limited liability company ("CBR Holdings"), which is in turn a wholly-owned subsidiary of Calloway-Briggs Renewables Inc. The entire chain of ownership from CBR to Solaris West is set forth in the organizational chart enclosed herewith as Enclosure 2.

This letter constitutes (a) a formal request for consent under the Partnership Agreement with respect to the proposed IPO and the related transactions described herein, (b) a request for Veltara Basin's written confirmation that the IPO and related transactions do not constitute a "Recapture Event" or other event of default under the Partnership Agreement, and (c) a notice of material transaction to the extent required under the applicable notice provisions of the Partnership Agreement. CBR's outside counsel, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022, has assisted in the preparation of this letter, and we are available to discuss any questions you or your advisors may have regarding the matters addressed herein.

II. Background — The Proposed IPO

A. Description of the Offering

CBR proposes to conduct an initial public offering of its common stock, par value $0.01 per share (the "Common Stock"), with the shares to be listed on the New York Stock Exchange under the proposed ticker symbol "CBRI." The proposed aggregate offering size, including the full exercise of the underwriters' overallotment option, is approximately $600,000,000.

The offering is currently structured as follows:

• Assumed Midpoint Offering Price: $22.00 per share.

• Base Offering: Approximately $521,700,000, consisting of approximately 23,713,636 shares of Common Stock.

• Overallotment Option: A 15% overallotment option granted to the underwriters for approximately $78,300,000, consisting of approximately 3,559,091 additional shares of Common Stock.

The offering will consist of both primary shares sold by CBR and secondary shares sold by Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), the current majority stockholder of CBR. As of the date hereof, Pinnacle Vista holds approximately 62% of the fully diluted pre-IPO Common Stock of CBR. The allocation between primary and secondary shares in the base offering is expected to be as follows:

• Secondary Shares (Pinnacle Vista): Approximately $150,000,000 (approximately 6,818,182 shares) of the base offering.

• Primary Shares (CBR): Approximately $371,700,000 (approximately 16,895,455 shares) of the base offering.

B. Pre-IPO Shares and Post-IPO Ownership

The following table summarizes the anticipated share counts and ownership percentages before and after the IPO:

*Assumes Pinnacle Vista sells the entirety of its secondary offering allocation (6,818,182 shares) and does not participate in the overallotment option.

The pre-IPO share figure of 100,000,000 shares reflects the fully diluted share count following a reclassification of CBR's outstanding equity that is expected to occur in connection with the IPO.

C. Use of Proceeds

CBR intends to use the net proceeds from the primary offering (after deducting underwriting discounts, commissions, and estimated offering expenses) as follows:

(i) approximately $200,000,000 to repay a portion of the outstanding principal balance of CBR's existing Corporate Term Loan B with Veltrano National Bank, N.A. (the "Term Loan B");

(ii) approximately $100,000,000 to fund a portion of the construction costs of the Cimarron Solar project, a 375 MW solar photovoltaic facility under development by a subsidiary of CB Operating in Loving County, Texas; and

(iii) the remaining approximately $71,700,000 for general corporate purposes, which may include additional debt repayment, working capital, and potential acquisitions.

Importantly, no proceeds from the IPO will be used to repay, modify, or otherwise affect any obligations under the Partnership Agreement, nor will any proceeds from the IPO be contributed to, or flow through, Solaris West Solar LLC. CBR does not anticipate that any funds raised in the IPO will be directed to or utilized by Solaris West for any purpose. The use of proceeds is directed entirely at the parent-level corporate balance sheet and at other development-stage projects outside the scope of the Partnership Agreement.

D. Underwriters and Advisors

The following financial institutions and professional advisors have been engaged in connection with the proposed IPO:

Lead-Left Book-Running Manager: Hargrove Keating & Co.

Joint Book-Running Managers: Linden Pratt Securities LLC and Graymont Brothers Inc.

Co-Managers: Barfield Stuart & Co. and Crane Whitley Capital LLC

Underwriters' Counsel: Prescott, Danforth & Yee LLP

Issuer's Counsel: Calderwood & Harkness LLP

Independent Auditor: Ashford & Pemberton LLP

E. Registration Statement Status

CBR has confidentially submitted a draft registration statement on Form S-1 to the United States Securities and Exchange Commission (the "SEC") pursuant to Title I, Section 106 of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). CBR's Central Index Key (CIK) number is 0001948372.

Since the initial confidential submission, the SEC staff has provided two rounds of written comments on the draft registration statement. The first round consisted of eighteen (18) comments, and the second round consisted of seven (7) comments, for a total of twenty-five (25) comments. CBR has filed two amendments to the draft registration statement in response to these comments. The SEC staff has indicated oral clearance of the registration statement, subject only to the filing of a pricing amendment reflecting the final offering terms. No additional substantive SEC comments are expected to be received prior to the effective date of the registration statement.

F. Timeline. The key milestones in the IPO process to date are as follows:

• March 10, 2022: Engagement of underwriting syndicate and formal commencement of IPO process.

• April 11, 2022: Confidential submission of draft registration statement on Form S-1 (DRS-1) to the SEC.

• June 14, 2022: SEC oral clearance of the registration statement indicated by the SEC staff, subject to the pricing amendment.

• June 17, 2022: Offering placed in dormant status pending improved market conditions.

As of the date of this letter, the IPO remains in dormant status. CBR and its underwriters continue to monitor market conditions and intend to proceed with the offering when circumstances are favorable. Solaris West will provide Veltara Basin with updated notice in advance of any reactivation of the offering, as further described in Section VII below.

III. Description of the Partnership Agreement and Relevant Provisions

A. Summary of the Partnership Agreement

The Partnership Agreement governs the tax-equity partnership between Solaris West Solar LLC, as Managing Member and Class B Member, and Veltara Basin Financial LLC, as Tax-Equity Investor and Class A Member, with respect to the Solaris West solar photovoltaic project. The key terms of the arrangement are summarized below for context:

• Tax-Equity Investment: Veltara Basin Financial LLC invested a total of $280,000,000 in the tax-equity partnership in consideration for its Class A Member interest.

• Project: The Solaris West project is a 450 MW utility-scale solar photovoltaic facility located in Pecos County, Texas. The Project consists of approximately 1.2 million bifacial monocrystalline silicon solar modules and is interconnected to the ERCOT grid via a 345 kV transmission line.

• Commercial Operation Date: The Project achieved commercial operation in the third quarter of 2020.

• Partnership-Flip Structure: The Partnership Agreement provides for a "partnership-flip" structure under which Veltara Basin, as the Class A Member, receives a disproportionately large allocation of tax credits, depreciation, and other tax benefits during the pre-flip period. The partnership-flip is expected to occur in 2028, at which time the allocation percentages will adjust and the Managing Member will have the option to acquire the Class A Member's interest at fair market value.

B. Change-of-Control and Transfer Restriction Provisions

The Partnership Agreement contains provisions in Section [●] and Section [●] that restrict or condition certain changes of control involving the Managing Member or its direct or indirect parent entities. Specifically, Section [●] of the Partnership Agreement provides that, without the prior written consent of the Tax-Equity Investor, neither the Managing Member nor any of its affiliates shall permit, directly or indirectly, any "Change of Control" (as defined in Section [●] of the Partnership Agreement) to occur with respect to the Managing Member, any entity through which the Managing Member directly or indirectly owns its membership interest in the partnership, or any direct or indirect parent entity of the Managing Member.

The proposed IPO of CBR may constitute an "indirect change of control" or "change in ownership" event under the Partnership Agreement because CBR, the indirect ultimate parent of Solaris West, will transition from a privately held company (in which Pinnacle Vista Capital Partners III, LP currently holds approximately 62% of the outstanding equity) to a publicly traded company with a dispersed ownership base. Following the IPO, Pinnacle Vista is expected to retain a significant ownership stake in CBR (approximately 43% to 45%, depending on the exercise of the overallotment option), but its ownership percentage will be materially diluted from its current level, and a substantial portion of CBR's equity will be held by new public investors with no prior relationship to Solaris West or the Partnership Agreement.

Additionally, the Partnership Agreement contains provisions in Section [●] that restrict the transfer, assignment, pledge, encumbrance, or other disposition of the membership interests in Solaris West Solar LLC. While the IPO does not involve any direct transfer of membership interests in Solaris West, it does result in a change in the indirect upstream ownership of Solaris West. Solaris West respectfully requests that Veltara Basin confirm that such indirect change in upstream ownership does not constitute a prohibited transfer or encumbrance under the Partnership Agreement.

C. Recapture Event Provisions

The Partnership Agreement contains provisions in Article [●] addressing Investment Tax Credit ("ITC") recapture events. Under Section 50(a) of the Internal Revenue Code of 1986, as amended (the "Code"), an ITC recapture event occurs if, during the five-year recapture period following the date that ITC-eligible property is placed in service, the property ceases to be investment credit property, or there is a disposition or change in the use or ownership of the property that would disqualify it from the credit originally claimed. The recapture amount is determined based on the percentage of the original credit that remains subject to recapture for the applicable recapture year.

The Solaris West Project was placed in service in the third quarter of 2020. Accordingly, the five-year ITC recapture period under Section 50(a) of the Code extends through approximately the third quarter of 2025. As of the date of this letter, the Project remains within the recapture period, and any event that constitutes a "disposition" or results in the property ceasing to be "investment credit property" within the meaning of Section 50(a) could trigger a partial or full recapture of the ITC previously claimed by Veltara Basin.

The Partnership Agreement defines "Recapture Event" (or a similar term such as "Disqualifying Event" or "ITC Recapture Trigger") in Section [●] and imposes affirmative obligations on the Managing Member to refrain from taking, and to cause its affiliates to refrain from taking, any action that could cause or contribute to an ITC recapture event. Furthermore, Section [●] of the Partnership Agreement provides that the Managing Member shall indemnify and hold harmless the Tax-Equity Investor against any and all losses, costs, expenses, and liabilities (including, without limitation, any recaptured ITC amount, penalties, interest, and the economic detriment of the loss of the ITC benefit) arising from or relating to any Recapture Event caused by the acts or omissions of the Managing Member or its affiliates.

For the reasons set forth in Section IV.B below, Solaris West is of the view that the proposed IPO does not constitute a Recapture Event under the Partnership Agreement or a disposition or change in use triggering ITC recapture under Section 50(a) of the Code, and Solaris West respectfully requests Veltara Basin's written confirmation to that effect.

D. Notice Provisions

Section [●] of the Partnership Agreement requires the Managing Member to provide prompt written notice to the Tax-Equity Investor of any "Material Transaction" or other event that could reasonably be expected to have a material adverse effect on the Project, the partnership, or the Tax-Equity Investor's interest therein. The proposed IPO, while not expected to have any adverse effect on the Project or the partnership, constitutes a significant corporate transaction involving the indirect parent of the Managing Member, and Solaris West is delivering this letter in satisfaction of such notice requirements, in addition to constituting a formal request for consent and confirmation.

IV. Specific Requests

A. Consent to the IPO

Solaris West Solar LLC hereby formally requests Veltara Basin Financial LLC's written consent, pursuant to Section [●] of the Partnership Agreement, to the proposed initial public offering of Calloway-Briggs Renewables Inc. as described in this letter and the enclosures hereto. Specifically, Solaris West requests that Veltara Basin consent to the IPO and the related transactions, including:

(i) the issuance of new shares of Common Stock by CBR to public investors in the primary offering;

(ii) the sale of existing shares of Common Stock by Pinnacle Vista Capital Partners III, LP in the secondary offering;

(iii) the listing of CBR's Common Stock on the New York Stock Exchange;

(iv) the resulting change in the upstream ownership structure of Solaris West (i.e., the dilution of Pinnacle Vista's ownership of CBR and the introduction of dispersed public stockholders at the CBR level); and

(v) any ancillary transactions undertaken in connection with the IPO, including the pre-IPO reclassification of CBR's equity, the entry into customary underwriting agreements, lock-up agreements, and registration rights agreements, and the adoption of public-company governance and compensation arrangements.

Solaris West further requests that Veltara Basin's consent expressly confirm that the consummation of the IPO and the related transactions described herein do not constitute a breach of, or default under, any provision of the Partnership Agreement, including (without limitation) the change-of-control provisions, the transfer restriction provisions, and the recapture event provisions.

B. Confirmation That the IPO Is Not a Recapture Event

Solaris West Solar LLC hereby requests Veltara Basin Financial LLC's written confirmation that the proposed IPO does not constitute a "Recapture Event" (or any similarly defined term, including "Disqualifying Event" or "ITC Recapture Trigger") under the Partnership Agreement. Solaris West believes that this confirmation is appropriate for the following reasons:

(i) No Transfer of Membership Interests. The IPO involves the issuance and sale of shares of Common Stock of Calloway-Briggs Renewables Inc. at the parent level. No direct or indirect transfer, sale, assignment, pledge, encumbrance, or other disposition of any membership interest in Solaris West Solar LLC will occur as a result of the IPO. Solaris West will continue to be a wholly-owned subsidiary of CB Operating, which will continue to be a wholly-owned subsidiary of CBR Holdings, which will continue to be a wholly-owned subsidiary of CBR.

(ii) Unchanged Ownership Chain. Following the IPO, CBR will remain the indirect 100% owner of Solaris West Solar LLC through the identical chain of intermediate subsidiaries that exists today: Calloway-Briggs Renewables Inc. → CBR Holdings LLC → Calloway-Briggs Operating Company LLC → Solaris West Solar LLC. No entity in this chain will be dissolved, merged, converted, or otherwise restructured as a result of the IPO.

(iii) Continued Ownership and Operation of the Project. The Solaris West project will continue to be owned and operated by Solaris West Solar LLC without any change in use, disposition, cessation of operations, or modification of the Project's commercial activities. The Project will continue to generate electricity from solar energy and deliver it pursuant to its existing power purchase agreements, and will continue to qualify as "energy property" under Section 48 of the Code.

(iv) No Transfer or Disposition of ITC Property. No ITC property will be transferred, disposed of, removed from qualified use, or otherwise affected as a result of the IPO. The solar modules, inverters, mounting structures, and other tangible personal property constituting the ITC-eligible assets of the Project will remain in place and in continuous qualified use.

(v) No Change to Partnership-Flip Structure. The IPO will not result in any change to the partnership-flip structure established under the Partnership Agreement. The allocation of tax credits, income, loss, deductions, and distributions between the Class A Member and the Class B Member will remain unchanged. The pre-flip and post-flip allocation percentages will not be modified, and no amendment to the Partnership Agreement is contemplated in connection with the IPO.

(vi) No Acceleration of Flip Date. The expected partnership-flip date (2028) will not be accelerated or otherwise affected by the IPO. No event triggered by the IPO will cause the flip to occur earlier than currently projected under the financial model incorporated into the Partnership Agreement.

Based on the foregoing, Solaris West respectfully requests that Veltara Basin confirm in writing that the proposed IPO does not trigger ITC recapture under Section 50(a) of the Internal Revenue Code of 1986, as amended, and does not constitute a Recapture Event (or any similarly defined term) under the Partnership Agreement.

C. Confirmation of No Acceleration or Modification

Solaris West Solar LLC further requests Veltara Basin Financial LLC's written confirmation that the proposed IPO does not trigger any of the following under the Partnership Agreement:

(i) any acceleration of the partnership-flip date;

(ii) any mandatory redemption or buyout obligation with respect to the Class A Member's interest;

(iii) any modification, amendment, or adjustment to the economic terms of the Partnership Agreement, including (without limitation) the allocation percentages, distribution waterfall, target return, or yield calculations;

(iv) any requirement for additional capital contributions by the Managing Member or its affiliates;

(v) any indemnification obligation of the Managing Member arising solely as a result of the IPO; or

(vi) any other obligation, liability, or consequence that would not exist but for the consummation of the IPO.

V. Representations and Confirmations by Solaris West

In connection with the foregoing requests, Solaris West Solar LLC hereby represents and confirms to Veltara Basin Financial LLC as follows:

(a) Continued Ownership. Following the consummation of the IPO, Calloway-Briggs Renewables Inc. will continue to indirectly own 100% of the membership interests in Solaris West Solar LLC through the same chain of wholly-owned subsidiaries described herein (CBR → CBR Holdings LLC → Calloway-Briggs Operating Company LLC → Solaris West Solar LLC). No intermediate entity in this ownership chain will be dissolved, merged, sold, or otherwise restructured in connection with the IPO.

(b) Continued Management and Operations. The management and operation of the Solaris West project will not be materially affected by the IPO. The same management personnel and operational procedures will continue in place, and no changes to the Project's day-to-day operations, maintenance arrangements, or power purchase agreements are contemplated in connection with the IPO.

(c) Continued Compliance. Solaris West Solar LLC will continue to comply with all of its obligations under the Partnership Agreement, including (without limitation) its obligations with respect to the management of the Project, the filing of tax returns, the allocation of tax items, the distribution of cash, and the maintenance of books and records.

(d) No Proceeds to Solaris West. No proceeds from the IPO will be contributed to, invested in, or otherwise flow through Solaris West Solar LLC or the tax-equity partnership governed by the Partnership Agreement. The use of IPO proceeds is directed entirely at the CBR parent-level corporate balance sheet and other projects, as described in Section II.C above.

(e) No Known Events of Default. As of the date hereof, the Managing Member is not aware of any event or circumstance that constitutes, or that with the passage of time or the giving of notice (or both) would constitute, a Recapture Event, a Disqualifying Event, a default, or a breach under the Partnership Agreement.

(f) No Tax-Adverse Purpose. The IPO is not being undertaken for the purpose of, and will not result in, any disposition, transfer, change in use, or cessation of use of any ITC property relating to the Solaris West project. The IPO is a corporate-level capital markets transaction undertaken by CBR for the purpose of raising equity capital, providing liquidity to existing stockholders, and establishing a public market for CBR's Common Stock.

(g) Tax Advisory Engagement. Calloway-Briggs Renewables Inc. has engaged Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (as issuer's counsel), and Kessler McBride & Associates LLP, 700 Milam Street, Suite 2100, Houston, TX 77002 (as tax advisor; Alan Kessler, Managing Partner, and Linda McBride, Partner — Tax Structures) to advise on the tax aspects of the IPO, including specifically the impact of the IPO on CBR's existing tax-equity structures, including the Partnership Agreement. Solaris West and CBR are prepared to make their tax advisors available to discuss any tax-related questions or concerns Veltara Basin or its advisors may have in connection with this request.

VI. Form of Requested Consent and Confirmation

For Veltara Basin's convenience, Solaris West is enclosing herewith as Enclosure 1 a draft form of consent and confirmation letter (the "Draft Consent") for Veltara Basin Financial LLC's review, execution, and return. The enclosed Draft Consent provides for Veltara Basin to:

1. Consent to the IPO and Related Transactions. Consent to the IPO and the related transactions as described in this letter, including the issuance of primary shares by CBR, the sale of secondary shares by Pinnacle Vista, the listing of CBR's Common Stock on the New York Stock Exchange, and the resulting change in the indirect upstream ownership structure of Solaris West.

2. Confirm No Recapture Event. Confirm that the IPO does not constitute a "Recapture Event" (or any similarly defined term) under the Partnership Agreement and does not trigger ITC recapture under Section 50(a) of the Code.

3. Confirm No Acceleration or Modification. Confirm that the IPO does not trigger any acceleration of the partnership-flip date, any mandatory redemption or buyout obligation, or any other modification to the economic terms of the Partnership Agreement.

4. Confirm No Additional Obligations. Confirm that no additional capital contributions, indemnity obligations, or other financial obligations of the Managing Member or its affiliates arise solely as a result of the IPO.

The Draft Consent is provided in the form currently proposed by Solaris West and its counsel and is subject to Veltara Basin's review and comment. Solaris West respectfully requests that Veltara Basin's outside counsel review the enclosed form and revert to Calderwood & Harkness LLP with any comments, questions, or proposed modifications at the contacts listed in Section VII below. Solaris West and its counsel are prepared to negotiate the form of consent in good faith and to make such modifications as are reasonably requested by Veltara Basin, provided that the substantive scope of the consent and confirmations described herein is preserved.

VII. Timing and Contact Information

Solaris West respectfully requests that Veltara Basin provide the executed consent and confirmation at its earliest convenience, and in any event prior to the pricing of the IPO. As noted above, the IPO is currently in dormant status as of June 17, 2022, pending improved market conditions. Solaris West will provide Veltara Basin with updated written notice when the IPO is expected to be reactivated, including any material changes to the terms of the offering from those described herein. Solaris West anticipates that a reasonable period of advance notice (not less than five (5) business days prior to the anticipated pricing date) will be provided to Veltara Basin at such time.

The primary contacts for questions regarding this letter and the enclosed materials are as follows:

At CBR / Solaris West: Priya Anand SVP, Finance & Treasurer Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Tel: [●]

Email: [●]

At Calderwood & Harkness LLP (Capital Markets): Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Tel: [●]

Email: [●]

At Calderwood & Harkness LLP (Tax Matters): Leonard Cross Partner, Tax Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Tel: [●]

Email: [●]

VIII. Confidentiality

Solaris West respectfully requests that Veltara Basin treat this letter, the enclosures hereto, and all information contained herein as confidential, consistent with the confidentiality provisions set forth in Section [●] of the Partnership Agreement and any other confidentiality or non-disclosure agreements between the parties.

As noted above, CBR's draft registration statement on Form S-1 has been confidentially submitted to the SEC pursuant to the JOBS Act and has not been publicly filed. The existence, terms, and status of the proposed IPO constitute material non-public information regarding CBR. Accordingly, the information contained in this letter and its enclosures should not be disclosed to any third party without the prior written consent of Solaris West (or CBR), except (a) to Veltara Basin's officers, directors, employees, advisors, and counsel who have a need to know such information in connection with evaluating and responding to this consent request, (b) as may be required by applicable law, regulation, or legal process, or (c) as otherwise expressly permitted by the confidentiality provisions of the Partnership Agreement.

Veltara Basin is reminded that the unauthorized disclosure of material non-public information regarding the proposed IPO could constitute a violation of the federal securities laws, including Regulation FD and the anti-fraud provisions of the Securities Exchange Act of 1934, as amended.

We sincerely appreciate Veltara Basin's prompt attention to this request and value the continued partnership between our organizations. The Solaris West project has been a highly successful collaboration, and we are confident that the proposed IPO will further strengthen CBR's financial position while having no adverse impact on the Project or the Partnership Agreement. We look forward to receiving Veltara Basin's response and to working together to finalize the consent and confirmation in advance of the offering.

Very truly yours,

SOLARIS WEST SOLAR LLC

By: Calloway-Briggs Operating Company LLC, its sole member

By: CBR Holdings LLC, its sole member

By: Calloway-Briggs Renewables Inc., its sole member

By: ________

Name: Priya Anand

Title: SVP, Finance & Treasurer

Enclosures:

Enclosure 1: Draft Form of Consent and Confirmation Letter (for execution by Veltara Basin Financial LLC)

Enclosure 2: Organizational Chart — Corporate Structure of Calloway-Briggs Renewables Inc. and Ownership Chain from CBR to Solaris West Solar LLC (CBR → CBR Holdings LLC (Delaware LLC, 100%) → Calloway-Briggs Operating Company LLC (Texas LLC, 100%) → Solaris West Solar LLC (Texas LLC, 100%))

Enclosure 3: Summary of Proposed IPO Terms (offering size, share counts, use of proceeds, underwriter syndicate)

cc:

Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Jennifer Kwon, Partner, Calderwood & Harkness LLP Leonard Cross, Partner, Calderwood & Harkness LLP Alan Kessler, Managing Partner, Kessler McBride & Associates LLP

INTERNAL DRAFTING NOTES — CALDERWOOD & HARKNESS LLP WORK PRODUCT PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION C&H Matter No. 1015-00001

The following notes are internal work product of Calderwood & Harkness LLP and are not part of the consent request letter. These notes should be removed before any version of this letter is transmitted to Veltara Basin Financial LLC or any other third party.

1. Bracketed Sections. All provisions referenced with bracketed section numbers (e.g., "Section [●]") are to be completed upon final review of the Partnership Agreement by Leonard Cross. The specific section references should be cross-checked against the Tax-Equity Investor Consent Analysis Memorandum (Document 113 in the C&H matter file, dated May 3, 2022). Brendan Walsh to circulate redlined version with completed cross-references upon receipt of Leonard Cross's markup.

2. Date. The date line at the top of the letter is to be inserted when the IPO is reactivated from dormant status. The letter was substantially prepared during the May–June 2022 period and was not sent due to the offering going dormant on June 17, 2022. Upon reactivation, the financial terms and offering structure should be re-confirmed with Hargrove Keating & Co. and updated as necessary prior to transmission.

3. Form of Consent Letter (Enclosure 1). The draft form of consent letter enclosed as Enclosure 1 should be reviewed in coordination with Whitfield Archer & Doss LLP (Christine Navarro, Partner, and Derek Fong, Senior Associate — contact information on file) and Kessler McBride & Associates LLP (Alan Kessler, Managing Partner, and Linda McBride, Partner — Tax Structures) before transmission. Jennifer Kwon to schedule a joint review call with all parties.

4. SEC Filing Status. Upon reactivation, confirm current status of SEC review and update Section II.E accordingly. If the DRS has expired or requires re-submission, coordinate with the SEC filing team (Diana Lozano, Filing Coordinator, C&H).

5. Open Item — Defined Terms. Confirm exact defined terms used in the Partnership Agreement for the recapture concept. The Partnership Agreement may use "Recapture Event," "Disqualifying Event," "ITC Recapture Trigger," or a combination thereof. Leonard Cross to confirm.

Pre-IPO	Post-IPO (Base, No Overallotment)	Post-IPO (Full Overallotment Exercise)
Shares Outstanding (Fully Diluted)	100,000,000	123,713,636	127,272,727
Pinnacle Vista Ownership	~62%	~44.6%*	~43.3%*
Founders and Management	~24%	~19.4%	~18.9%
Other Pre-IPO Holders	~14%	~11.3%	~11.0%
New Public Investors	—	~24.7%	~26.8%

CONFIDENTIAL
SOLARIS WEST SOLAR LLC c/o Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
[●], 2022
Veltara Basin Financial LLC 2029 Century Park East, Suite 1500 Los Angeles, CA 90067
Attention: Karen Fujimoto, Partner, Tax Equity Investments
Re: Request for Consent and Confirmation Under Tax-Equity Partnership Agreement — Proposed Initial Public Offering of Calloway-Briggs Renewables Inc.
Tax-Equity Partnership Agreement dated [●], 2017, as amended (the "Partnership Agreement"), by and between Solaris West Solar LLC (the "Managing Member" or "Class B Member") and Veltara Basin Financial LLC (the "Tax-Equity Investor" or "Class A Member"), relating to the Solaris West solar photovoltaic project, 450 MW, located in Pecos County, Texas (the "Project")
Dear Ms. Fujimoto:
I. Introduction and Purpose
Solaris West Solar LLC, a Texas limited liability company ("Solaris West" or the "Managing Member"), is writing to you pursuant to Section [●] of the Partnership Agreement to formally request Veltara Basin Financial LLC's ("Veltara Basin" or the "Tax-Equity Investor") consent to, and written confirmation regarding, certain transactions to be undertaken in connection with a proposed initial public offering (the "IPO") of the common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation and the indirect parent of Solaris West.
As you are aware, Solaris West Solar LLC is a wholly-owned subsidiary of Calloway-Briggs Operating Company LLC, a Texas limited liability company ("CB Operating"), which is in turn a wholly-owned subsidiary of CBR Holdings LLC, a Delaware limited liability company ("CBR Holdings"), which is in turn a wholly-owned subsidiary of Calloway-Briggs Renewables Inc. The entire chain of ownership from CBR to Solaris West is set forth in the organizational chart enclosed herewith as Enclosure 2.
This letter constitutes (a) a formal request for consent under the Partnership Agreement with respect to the proposed IPO and the related transactions described herein, (b) a request for Veltara Basin's written confirmation that the IPO and related transactions do not constitute a "Recapture Event" or other event of default under the Partnership Agreement, and (c) a notice of material transaction to the extent required under the applicable notice provisions of the Partnership Agreement. CBR's outside counsel, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022, has assisted in the preparation of this letter, and we are available to discuss any questions you or your advisors may have regarding the matters addressed herein.
II. Background — The Proposed IPO
A. Description of the Offering
CBR proposes to conduct an initial public offering of its common stock, par value $0.01 per share (the "Common Stock"), with the shares to be listed on the New York Stock Exchange under the proposed ticker symbol "CBRI." The proposed aggregate offering size, including the full exercise of the underwriters' overallotment option, is approximately $600,000,000.
The offering is currently structured as follows:
• Assumed Midpoint Offering Price: $22.00 per share.
• Base Offering: Approximately $521,700,000, consisting of approximately 23,713,636 shares of Common Stock.
• Overallotment Option: A 15% overallotment option granted to the underwriters for approximately $78,300,000, consisting of approximately 3,559,091 additional shares of Common Stock.
The offering will consist of both primary shares sold by CBR and secondary shares sold by Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), the current majority stockholder of CBR. As of the date hereof, Pinnacle Vista holds approximately 62% of the fully diluted pre-IPO Common Stock of CBR. The allocation between primary and secondary shares in the base offering is expected to be as follows:
• Secondary Shares (Pinnacle Vista): Approximately $150,000,000 (approximately 6,818,182 shares) of the base offering.
• Primary Shares (CBR): Approximately $371,700,000 (approximately 16,895,455 shares) of the base offering.
B. Pre-IPO Shares and Post-IPO Ownership
The following table summarizes the anticipated share counts and ownership percentages before and after the IPO:
*Assumes Pinnacle Vista sells the entirety of its secondary offering allocation (6,818,182 shares) and does not participate in the overallotment option.
The pre-IPO share figure of 100,000,000 shares reflects the fully diluted share count following a reclassification of CBR's outstanding equity that is expected to occur in connection with the IPO.
C. Use of Proceeds
CBR intends to use the net proceeds from the primary offering (after deducting underwriting discounts, commissions, and estimated offering expenses) as follows:
(i) approximately $200,000,000 to repay a portion of the outstanding principal balance of CBR's existing Corporate Term Loan B with Veltrano National Bank, N.A. (the "Term Loan B");
(ii) approximately $100,000,000 to fund a portion of the construction costs of the Cimarron Solar project, a 375 MW solar photovoltaic facility under development by a subsidiary of CB Operating in Loving County, Texas; and
(iii) the remaining approximately $71,700,000 for general corporate purposes, which may include additional debt repayment, working capital, and potential acquisitions.
Importantly, no proceeds from the IPO will be used to repay, modify, or otherwise affect any obligations under the Partnership Agreement, nor will any proceeds from the IPO be contributed to, or flow through, Solaris West Solar LLC. CBR does not anticipate that any funds raised in the IPO will be directed to or utilized by Solaris West for any purpose. The use of proceeds is directed entirely at the parent-level corporate balance sheet and at other development-stage projects outside the scope of the Partnership Agreement.
D. Underwriters and Advisors
The following financial institutions and professional advisors have been engaged in connection with the proposed IPO:
Lead-Left Book-Running Manager: Hargrove Keating & Co.
Joint Book-Running Managers: Linden Pratt Securities LLC and Graymont Brothers Inc.
Co-Managers: Barfield Stuart & Co. and Crane Whitley Capital LLC
Underwriters' Counsel: Prescott, Danforth & Yee LLP
Issuer's Counsel: Calderwood & Harkness LLP
Independent Auditor: Ashford & Pemberton LLP
E. Registration Statement Status
CBR has confidentially submitted a draft registration statement on Form S-1 to the United States Securities and Exchange Commission (the "SEC") pursuant to Title I, Section 106 of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). CBR's Central Index Key (CIK) number is 0001948372.
Since the initial confidential submission, the SEC staff has provided two rounds of written comments on the draft registration statement. The first round consisted of eighteen (18) comments, and the second round consisted of seven (7) comments, for a total of twenty-five (25) comments. CBR has filed two amendments to the draft registration statement in response to these comments. The SEC staff has indicated oral clearance of the registration statement, subject only to the filing of a pricing amendment reflecting the final offering terms. No additional substantive SEC comments are expected to be received prior to the effective date of the registration statement.
F. Timeline. The key milestones in the IPO process to date are as follows:
• March 10, 2022: Engagement of underwriting syndicate and formal commencement of IPO process.
• April 11, 2022: Confidential submission of draft registration statement on Form S-1 (DRS-1) to the SEC.
• June 14, 2022: SEC oral clearance of the registration statement indicated by the SEC staff, subject to the pricing amendment.
• June 17, 2022: Offering placed in dormant status pending improved market conditions.
As of the date of this letter, the IPO remains in dormant status. CBR and its underwriters continue to monitor market conditions and intend to proceed with the offering when circumstances are favorable. Solaris West will provide Veltara Basin with updated notice in advance of any reactivation of the offering, as further described in Section VII below.
III. Description of the Partnership Agreement and Relevant Provisions
A. Summary of the Partnership Agreement
The Partnership Agreement governs the tax-equity partnership between Solaris West Solar LLC, as Managing Member and Class B Member, and Veltara Basin Financial LLC, as Tax-Equity Investor and Class A Member, with respect to the Solaris West solar photovoltaic project. The key terms of the arrangement are summarized below for context:
• Tax-Equity Investment: Veltara Basin Financial LLC invested a total of $280,000,000 in the tax-equity partnership in consideration for its Class A Member interest.
• Project: The Solaris West project is a 450 MW utility-scale solar photovoltaic facility located in Pecos County, Texas. The Project consists of approximately 1.2 million bifacial monocrystalline silicon solar modules and is interconnected to the ERCOT grid via a 345 kV transmission line.
• Commercial Operation Date: The Project achieved commercial operation in the third quarter of 2020.
• Partnership-Flip Structure: The Partnership Agreement provides for a "partnership-flip" structure under which Veltara Basin, as the Class A Member, receives a disproportionately large allocation of tax credits, depreciation, and other tax benefits during the pre-flip period. The partnership-flip is expected to occur in 2028, at which time the allocation percentages will adjust and the Managing Member will have the option to acquire the Class A Member's interest at fair market value.
B. Change-of-Control and Transfer Restriction Provisions
The Partnership Agreement contains provisions in Section [●] and Section [●] that restrict or condition certain changes of control involving the Managing Member or its direct or indirect parent entities. Specifically, Section [●] of the Partnership Agreement provides that, without the prior written consent of the Tax-Equity Investor, neither the Managing Member nor any of its affiliates shall permit, directly or indirectly, any "Change of Control" (as defined in Section [●] of the Partnership Agreement) to occur with respect to the Managing Member, any entity through which the Managing Member directly or indirectly owns its membership interest in the partnership, or any direct or indirect parent entity of the Managing Member.
The proposed IPO of CBR may constitute an "indirect change of control" or "change in ownership" event under the Partnership Agreement because CBR, the indirect ultimate parent of Solaris West, will transition from a privately held company (in which Pinnacle Vista Capital Partners III, LP currently holds approximately 62% of the outstanding equity) to a publicly traded company with a dispersed ownership base. Following the IPO, Pinnacle Vista is expected to retain a significant ownership stake in CBR (approximately 43% to 45%, depending on the exercise of the overallotment option), but its ownership percentage will be materially diluted from its current level, and a substantial portion of CBR's equity will be held by new public investors with no prior relationship to Solaris West or the Partnership Agreement.
Additionally, the Partnership Agreement contains provisions in Section [●] that restrict the transfer, assignment, pledge, encumbrance, or other disposition of the membership interests in Solaris West Solar LLC. While the IPO does not involve any direct transfer of membership interests in Solaris West, it does result in a change in the indirect upstream ownership of Solaris West. Solaris West respectfully requests that Veltara Basin confirm that such indirect change in upstream ownership does not constitute a prohibited transfer or encumbrance under the Partnership Agreement.
C. Recapture Event Provisions
The Partnership Agreement contains provisions in Article [●] addressing Investment Tax Credit ("ITC") recapture events. Under Section 50(a) of the Internal Revenue Code of 1986, as amended (the "Code"), an ITC recapture event occurs if, during the five-year recapture period following the date that ITC-eligible property is placed in service, the property ceases to be investment credit property, or there is a disposition or change in the use or ownership of the property that would disqualify it from the credit originally claimed. The recapture amount is determined based on the percentage of the original credit that remains subject to recapture for the applicable recapture year.
The Solaris West Project was placed in service in the third quarter of 2020. Accordingly, the five-year ITC recapture period under Section 50(a) of the Code extends through approximately the third quarter of 2025. As of the date of this letter, the Project remains within the recapture period, and any event that constitutes a "disposition" or results in the property ceasing to be "investment credit property" within the meaning of Section 50(a) could trigger a partial or full recapture of the ITC previously claimed by Veltara Basin.
The Partnership Agreement defines "Recapture Event" (or a similar term such as "Disqualifying Event" or "ITC Recapture Trigger") in Section [●] and imposes affirmative obligations on the Managing Member to refrain from taking, and to cause its affiliates to refrain from taking, any action that could cause or contribute to an ITC recapture event. Furthermore, Section [●] of the Partnership Agreement provides that the Managing Member shall indemnify and hold harmless the Tax-Equity Investor against any and all losses, costs, expenses, and liabilities (including, without limitation, any recaptured ITC amount, penalties, interest, and the economic detriment of the loss of the ITC benefit) arising from or relating to any Recapture Event caused by the acts or omissions of the Managing Member or its affiliates.
For the reasons set forth in Section IV.B below, Solaris West is of the view that the proposed IPO does not constitute a Recapture Event under the Partnership Agreement or a disposition or change in use triggering ITC recapture under Section 50(a) of the Code, and Solaris West respectfully requests Veltara Basin's written confirmation to that effect.
D. Notice Provisions
Section [●] of the Partnership Agreement requires the Managing Member to provide prompt written notice to the Tax-Equity Investor of any "Material Transaction" or other event that could reasonably be expected to have a material adverse effect on the Project, the partnership, or the Tax-Equity Investor's interest therein. The proposed IPO, while not expected to have any adverse effect on the Project or the partnership, constitutes a significant corporate transaction involving the indirect parent of the Managing Member, and Solaris West is delivering this letter in satisfaction of such notice requirements, in addition to constituting a formal request for consent and confirmation.
IV. Specific Requests
A. Consent to the IPO
Solaris West Solar LLC hereby formally requests Veltara Basin Financial LLC's written consent, pursuant to Section [●] of the Partnership Agreement, to the proposed initial public offering of Calloway-Briggs Renewables Inc. as described in this letter and the enclosures hereto. Specifically, Solaris West requests that Veltara Basin consent to the IPO and the related transactions, including:
(i) the issuance of new shares of Common Stock by CBR to public investors in the primary offering;
(ii) the sale of existing shares of Common Stock by Pinnacle Vista Capital Partners III, LP in the secondary offering;
(iii) the listing of CBR's Common Stock on the New York Stock Exchange;
(iv) the resulting change in the upstream ownership structure of Solaris West (i.e., the dilution of Pinnacle Vista's ownership of CBR and the introduction of dispersed public stockholders at the CBR level); and
(v) any ancillary transactions undertaken in connection with the IPO, including the pre-IPO reclassification of CBR's equity, the entry into customary underwriting agreements, lock-up agreements, and registration rights agreements, and the adoption of public-company governance and compensation arrangements.
Solaris West further requests that Veltara Basin's consent expressly confirm that the consummation of the IPO and the related transactions described herein do not constitute a breach of, or default under, any provision of the Partnership Agreement, including (without limitation) the change-of-control provisions, the transfer restriction provisions, and the recapture event provisions.
B. Confirmation That the IPO Is Not a Recapture Event
Solaris West Solar LLC hereby requests Veltara Basin Financial LLC's written confirmation that the proposed IPO does not constitute a "Recapture Event" (or any similarly defined term, including "Disqualifying Event" or "ITC Recapture Trigger") under the Partnership Agreement. Solaris West believes that this confirmation is appropriate for the following reasons:
(i) No Transfer of Membership Interests. The IPO involves the issuance and sale of shares of Common Stock of Calloway-Briggs Renewables Inc. at the parent level. No direct or indirect transfer, sale, assignment, pledge, encumbrance, or other disposition of any membership interest in Solaris West Solar LLC will occur as a result of the IPO. Solaris West will continue to be a wholly-owned subsidiary of CB Operating, which will continue to be a wholly-owned subsidiary of CBR Holdings, which will continue to be a wholly-owned subsidiary of CBR.
(ii) Unchanged Ownership Chain. Following the IPO, CBR will remain the indirect 100% owner of Solaris West Solar LLC through the identical chain of intermediate subsidiaries that exists today: Calloway-Briggs Renewables Inc. → CBR Holdings LLC → Calloway-Briggs Operating Company LLC → Solaris West Solar LLC. No entity in this chain will be dissolved, merged, converted, or otherwise restructured as a result of the IPO.
(iii) Continued Ownership and Operation of the Project. The Solaris West project will continue to be owned and operated by Solaris West Solar LLC without any change in use, disposition, cessation of operations, or modification of the Project's commercial activities. The Project will continue to generate electricity from solar energy and deliver it pursuant to its existing power purchase agreements, and will continue to qualify as "energy property" under Section 48 of the Code.
(iv) No Transfer or Disposition of ITC Property. No ITC property will be transferred, disposed of, removed from qualified use, or otherwise affected as a result of the IPO. The solar modules, inverters, mounting structures, and other tangible personal property constituting the ITC-eligible assets of the Project will remain in place and in continuous qualified use.
(v) No Change to Partnership-Flip Structure. The IPO will not result in any change to the partnership-flip structure established under the Partnership Agreement. The allocation of tax credits, income, loss, deductions, and distributions between the Class A Member and the Class B Member will remain unchanged. The pre-flip and post-flip allocation percentages will not be modified, and no amendment to the Partnership Agreement is contemplated in connection with the IPO.
(vi) No Acceleration of Flip Date. The expected partnership-flip date (2028) will not be accelerated or otherwise affected by the IPO. No event triggered by the IPO will cause the flip to occur earlier than currently projected under the financial model incorporated into the Partnership Agreement.
Based on the foregoing, Solaris West respectfully requests that Veltara Basin confirm in writing that the proposed IPO does not trigger ITC recapture under Section 50(a) of the Internal Revenue Code of 1986, as amended, and does not constitute a Recapture Event (or any similarly defined term) under the Partnership Agreement.
C. Confirmation of No Acceleration or Modification
Solaris West Solar LLC further requests Veltara Basin Financial LLC's written confirmation that the proposed IPO does not trigger any of the following under the Partnership Agreement:
(i) any acceleration of the partnership-flip date;
(ii) any mandatory redemption or buyout obligation with respect to the Class A Member's interest;
(iii) any modification, amendment, or adjustment to the economic terms of the Partnership Agreement, including (without limitation) the allocation percentages, distribution waterfall, target return, or yield calculations;
(iv) any requirement for additional capital contributions by the Managing Member or its affiliates;
(v) any indemnification obligation of the Managing Member arising solely as a result of the IPO; or
(vi) any other obligation, liability, or consequence that would not exist but for the consummation of the IPO.
V. Representations and Confirmations by Solaris West
In connection with the foregoing requests, Solaris West Solar LLC hereby represents and confirms to Veltara Basin Financial LLC as follows:
(a) Continued Ownership. Following the consummation of the IPO, Calloway-Briggs Renewables Inc. will continue to indirectly own 100% of the membership interests in Solaris West Solar LLC through the same chain of wholly-owned subsidiaries described herein (CBR → CBR Holdings LLC → Calloway-Briggs Operating Company LLC → Solaris West Solar LLC). No intermediate entity in this ownership chain will be dissolved, merged, sold, or otherwise restructured in connection with the IPO.
(b) Continued Management and Operations. The management and operation of the Solaris West project will not be materially affected by the IPO. The same management personnel and operational procedures will continue in place, and no changes to the Project's day-to-day operations, maintenance arrangements, or power purchase agreements are contemplated in connection with the IPO.
(c) Continued Compliance. Solaris West Solar LLC will continue to comply with all of its obligations under the Partnership Agreement, including (without limitation) its obligations with respect to the management of the Project, the filing of tax returns, the allocation of tax items, the distribution of cash, and the maintenance of books and records.
(d) No Proceeds to Solaris West. No proceeds from the IPO will be contributed to, invested in, or otherwise flow through Solaris West Solar LLC or the tax-equity partnership governed by the Partnership Agreement. The use of IPO proceeds is directed entirely at the CBR parent-level corporate balance sheet and other projects, as described in Section II.C above.
(e) No Known Events of Default. As of the date hereof, the Managing Member is not aware of any event or circumstance that constitutes, or that with the passage of time or the giving of notice (or both) would constitute, a Recapture Event, a Disqualifying Event, a default, or a breach under the Partnership Agreement.
(f) No Tax-Adverse Purpose. The IPO is not being undertaken for the purpose of, and will not result in, any disposition, transfer, change in use, or cessation of use of any ITC property relating to the Solaris West project. The IPO is a corporate-level capital markets transaction undertaken by CBR for the purpose of raising equity capital, providing liquidity to existing stockholders, and establishing a public market for CBR's Common Stock.
(g) Tax Advisory Engagement. Calloway-Briggs Renewables Inc. has engaged Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (as issuer's counsel), and Kessler McBride & Associates LLP, 700 Milam Street, Suite 2100, Houston, TX 77002 (as tax advisor; Alan Kessler, Managing Partner, and Linda McBride, Partner — Tax Structures) to advise on the tax aspects of the IPO, including specifically the impact of the IPO on CBR's existing tax-equity structures, including the Partnership Agreement. Solaris West and CBR are prepared to make their tax advisors available to discuss any tax-related questions or concerns Veltara Basin or its advisors may have in connection with this request.
VI. Form of Requested Consent and Confirmation
For Veltara Basin's convenience, Solaris West is enclosing herewith as Enclosure 1 a draft form of consent and confirmation letter (the "Draft Consent") for Veltara Basin Financial LLC's review, execution, and return. The enclosed Draft Consent provides for Veltara Basin to:
1. Consent to the IPO and Related Transactions. Consent to the IPO and the related transactions as described in this letter, including the issuance of primary shares by CBR, the sale of secondary shares by Pinnacle Vista, the listing of CBR's Common Stock on the New York Stock Exchange, and the resulting change in the indirect upstream ownership structure of Solaris West.
2. Confirm No Recapture Event. Confirm that the IPO does not constitute a "Recapture Event" (or any similarly defined term) under the Partnership Agreement and does not trigger ITC recapture under Section 50(a) of the Code.
3. Confirm No Acceleration or Modification. Confirm that the IPO does not trigger any acceleration of the partnership-flip date, any mandatory redemption or buyout obligation, or any other modification to the economic terms of the Partnership Agreement.
4. Confirm No Additional Obligations. Confirm that no additional capital contributions, indemnity obligations, or other financial obligations of the Managing Member or its affiliates arise solely as a result of the IPO.
The Draft Consent is provided in the form currently proposed by Solaris West and its counsel and is subject to Veltara Basin's review and comment. Solaris West respectfully requests that Veltara Basin's outside counsel review the enclosed form and revert to Calderwood & Harkness LLP with any comments, questions, or proposed modifications at the contacts listed in Section VII below. Solaris West and its counsel are prepared to negotiate the form of consent in good faith and to make such modifications as are reasonably requested by Veltara Basin, provided that the substantive scope of the consent and confirmations described herein is preserved.
VII. Timing and Contact Information
Solaris West respectfully requests that Veltara Basin provide the executed consent and confirmation at its earliest convenience, and in any event prior to the pricing of the IPO. As noted above, the IPO is currently in dormant status as of June 17, 2022, pending improved market conditions. Solaris West will provide Veltara Basin with updated written notice when the IPO is expected to be reactivated, including any material changes to the terms of the offering from those described herein. Solaris West anticipates that a reasonable period of advance notice (not less than five (5) business days prior to the anticipated pricing date) will be provided to Veltara Basin at such time.
The primary contacts for questions regarding this letter and the enclosed materials are as follows:
At CBR / Solaris West: Priya Anand SVP, Finance & Treasurer Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Tel: [●]
Email: [●]
At Calderwood & Harkness LLP (Capital Markets): Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Tel: [●]
Email: [●]
At Calderwood & Harkness LLP (Tax Matters): Leonard Cross Partner, Tax Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Tel: [●]
Email: [●]
VIII. Confidentiality
Solaris West respectfully requests that Veltara Basin treat this letter, the enclosures hereto, and all information contained herein as confidential, consistent with the confidentiality provisions set forth in Section [●] of the Partnership Agreement and any other confidentiality or non-disclosure agreements between the parties.
As noted above, CBR's draft registration statement on Form S-1 has been confidentially submitted to the SEC pursuant to the JOBS Act and has not been publicly filed. The existence, terms, and status of the proposed IPO constitute material non-public information regarding CBR. Accordingly, the information contained in this letter and its enclosures should not be disclosed to any third party without the prior written consent of Solaris West (or CBR), except (a) to Veltara Basin's officers, directors, employees, advisors, and counsel who have a need to know such information in connection with evaluating and responding to this consent request, (b) as may be required by applicable law, regulation, or legal process, or (c) as otherwise expressly permitted by the confidentiality provisions of the Partnership Agreement.
Veltara Basin is reminded that the unauthorized disclosure of material non-public information regarding the proposed IPO could constitute a violation of the federal securities laws, including Regulation FD and the anti-fraud provisions of the Securities Exchange Act of 1934, as amended.
We sincerely appreciate Veltara Basin's prompt attention to this request and value the continued partnership between our organizations. The Solaris West project has been a highly successful collaboration, and we are confident that the proposed IPO will further strengthen CBR's financial position while having no adverse impact on the Project or the Partnership Agreement. We look forward to receiving Veltara Basin's response and to working together to finalize the consent and confirmation in advance of the offering.
Very truly yours,
SOLARIS WEST SOLAR LLC
By: Calloway-Briggs Operating Company LLC, its sole member
By: CBR Holdings LLC, its sole member
By: Calloway-Briggs Renewables Inc., its sole member
By: ________
Name: Priya Anand
Title: SVP, Finance & Treasurer
Enclosures:
Enclosure 1: Draft Form of Consent and Confirmation Letter (for execution by Veltara Basin Financial LLC)
Enclosure 2: Organizational Chart — Corporate Structure of Calloway-Briggs Renewables Inc. and Ownership Chain from CBR to Solaris West Solar LLC (CBR → CBR Holdings LLC (Delaware LLC, 100%) → Calloway-Briggs Operating Company LLC (Texas LLC, 100%) → Solaris West Solar LLC (Texas LLC, 100%))
Enclosure 3: Summary of Proposed IPO Terms (offering size, share counts, use of proceeds, underwriter syndicate)
cc:
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Jennifer Kwon, Partner, Calderwood & Harkness LLP Leonard Cross, Partner, Calderwood & Harkness LLP Alan Kessler, Managing Partner, Kessler McBride & Associates LLP
INTERNAL DRAFTING NOTES — CALDERWOOD & HARKNESS LLP WORK PRODUCT PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION C&H Matter No. 1015-00001
The following notes are internal work product of Calderwood & Harkness LLP and are not part of the consent request letter. These notes should be removed before any version of this letter is transmitted to Veltara Basin Financial LLC or any other third party.
1. Bracketed Sections. All provisions referenced with bracketed section numbers (e.g., "Section [●]") are to be completed upon final review of the Partnership Agreement by Leonard Cross. The specific section references should be cross-checked against the Tax-Equity Investor Consent Analysis Memorandum (Document 113 in the C&H matter file, dated May 3, 2022). Brendan Walsh to circulate redlined version with completed cross-references upon receipt of Leonard Cross's markup.
2. Date. The date line at the top of the letter is to be inserted when the IPO is reactivated from dormant status. The letter was substantially prepared during the May–June 2022 period and was not sent due to the offering going dormant on June 17, 2022. Upon reactivation, the financial terms and offering structure should be re-confirmed with Hargrove Keating & Co. and updated as necessary prior to transmission.
3. Form of Consent Letter (Enclosure 1). The draft form of consent letter enclosed as Enclosure 1 should be reviewed in coordination with Whitfield Archer & Doss LLP (Christine Navarro, Partner, and Derek Fong, Senior Associate — contact information on file) and Kessler McBride & Associates LLP (Alan Kessler, Managing Partner, and Linda McBride, Partner — Tax Structures) before transmission. Jennifer Kwon to schedule a joint review call with all parties.
4. SEC Filing Status. Upon reactivation, confirm current status of SEC review and update Section II.E accordingly. If the DRS has expired or requires re-submission, coordinate with the SEC filing team (Diana Lozano, Filing Coordinator, C&H).
5. Open Item — Defined Terms. Confirm exact defined terms used in the Partnership Agreement for the recapture concept. The Partnership Agreement may use "Recapture Event," "Disqualifying Event," "ITC Recapture Trigger," or a combination thereof. Leonard Cross to confirm.
Pre-IPO | Post-IPO (Base, No Overallotment) | Post-IPO (Full Overallotment Exercise)
Shares Outstanding (Fully Diluted) | 100,000,000 | 123,713,636 | 127,272,727
Pinnacle Vista Ownership | ~62% | ~44.6%* | ~43.3%*
Founders and Management | ~24% | ~19.4% | ~18.9%
Other Pre-IPO Holders | ~14% | ~11.3% | ~11.0%
New Public Investors | — | ~24.7% | ~26.8%

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