Contract analysis

I. REGISTRATION STATEMENT AND SEC MATTERS 1 | Registration Statement | Registration Statement on Form S-1 (as amended) declared effective by the SEC | EDGAR Accession Nos.: DRS-1: 0001948372-22-000001; rett. No. 1: 0001948372-22-000002; rett. No. 2: 0001948372-22-000003. SEC oral clearance indicated June 14, 2022, subject to pricing amendment. Registration statement never declared effective. | Calderwood & Harkness L

II. UNDERWRITING AGREEMENT AND PRICING 5 | Underwriting Agreement | Execution and delivery of Underwriting Agreement | Among CBR, Pinnacle Vista Capital Partners III, LP (as selling stockholder), and the several underwriters (Hargrove Keating & Co. as representative). Near-final draft completed; never executed. Includes representations, warranties, conditions, indemnification, material adverse effect definition, and

III. LOCK-UP AGREEMENTS 8 | Lock-Up Agreements | Execution and delivery of Lock-Up Agreements by all required signatories | 180-day lock-up period post-final prospectus. 18 signatories identified (all directors, executive officers, Pinnacle Vista Capital Partners III, LP, and holders of ≥1% of pre-IPO common stock). 15 of 18 executed as of June 17, 2022; 3 outstanding. Carve-outs for transfers to affiliates, estate-p

IV. OFFICER'S AND SECRETARY'S CERTIFICATES 9 | Officer's Certificate | Officer's Certificate (CEO and CFO) | Representations and warranties bring-down; confirmation of no material adverse effect since date of underwriting agreement; accuracy of registration statement and prospectus. Draft prepared. | Calderwood & Harkness LLP | Garrett Calloway (Chairman & CEO); Marcus Yoon (CFO) | Date of closing | Pending — offerin

V. GOOD-STANDING CERTIFICATES 11 | Good Standing | Certificate of Good Standing — CBR (Delaware) | From Delaware Secretary of State for Calloway-Briggs Renewables Inc. (EIN: 83-4027615). Registered Agent: Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, DE 19801. Form request letter drafted. | Calderwood & Harkness LLP | Delaware Secretary of State | Within 5 business days of closing | Pending — offe

VI. CORPORATE GOVERNANCE DOCUMENTS 23 | Charter / Bylaws | Filing of Amended and Restated Certificate of Incorporation with Delaware Secretary of State | To be effective upon IPO closing. Covers authorized shares, par value $0.01, classified board, Delaware §203 provisions, exclusive forum (Delaware Court of Chancery). Draft finalized. | Calderwood & Harkness LLP | Sandra Haverford (Corporate Secretary) | Immediately

VII. INDEMNIFICATION AGREEMENTS 36 | Indemnification | Execution of Indemnification Agreements — Directors | Individual indemnification agreements with each director: Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, Richard Estavez (7 directors) | Calderwood & Harkness LLP | CBR and each director | Prior to closing | Pending — offering dormant 37 | Indemnification | Executi

VIII. LEGAL OPINIONS 38 | Legal Opinion | Legal Opinion — Calderwood & Harkness LLP to Underwriters (Corporate/Securities) | Covers enforceability of underwriting agreement, valid issuance of shares (duly authorized, fully paid, non-assessable), no conflicts with charter or material agreements, due authorization, compliance with DGCL. Draft prepared. | Calderwood & Harkness LLP (Jennifer Kwon) | Calderwood & Harkness

IX. NEGATIVE ASSURANCE (10b-5) LETTERS 41 | 10b-5 Letter | Negative Assurance Letter (10b-5) — Calderwood & Harkness LLP (Issuer's Counsel) | Negative assurance to underwriters that nothing has come to the attention of issuer's counsel that causes them to believe the registration statement or prospectus contains an untrue statement of material fact or omits a material fact. Draft prepared. | Calderwood & Harkness LLP

X. COMFORT LETTERS 43 | Comfort Letter | Initial Comfort Letter — Ashford & Pemberton LLP | SAS 72 / AU-C 920 comfort letter covering FY 2019, FY 2020, FY 2021 audited consolidated financial statements and Q1 2022 unaudited interim financials. Lead Engagement Partner: Gregory Sondheim, CPA; Audit Manager: Irene Valdez, CPA. Draft dated June 8, 2022. First of three planned circle-ups (initial, bring-down, pricing). |

XI. SELLING STOCKHOLDER DELIVERABLES 46 | Selling Stockholder | Selling Stockholder Questionnaire — Pinnacle Vista Capital Partners III, LP | Beneficial ownership (~62,000,000 shares, ~62% pre-IPO); FINRA affiliations; selling stockholder representations. Completed. | Whitfield Archer & Doss LLP (Christine Navarro) | Pinnacle Vista Capital Partners III, LP | Prior to S-1 filing | Pending — offering dormant (completed

XII. LENDER CONSENTS AND NOTICES 50 | Lender Consent | Lender Consent — Veltrano National Bank (Corporate Credit Facility) | Consent to IPO and waiver of change-of-control provisions under $400M Corporate Revolving Credit Facility (maturity Jan 2027) and $650M Term Loan B ($612.5M outstanding; maturity Jan 2029). Administrative Agent: Veltrano National Bank (Thomas Raines, Managing Director, Energy Lending). Draft co

XIII. NYSE AND FINRA APPROVALS 54 | NYSE | NYSE Listing Approval | Listing Application No. NYSE-2022-04218 for Calloway-Briggs Renewables Inc. under ticker CBRI. Application and cover letter submitted April 11, 2022. Corporate governance certifications and share distribution projections included. | Calderwood & Harkness LLP | New York Stock Exchange | Prior to closing | Pending — offering dormant 55 | FINRA | FINRA N

XIV. D&O INSURANCE 56 | D&O Insurance | Confirmation of D&O Insurance Tower in place | $50M aggregate D&O tower. Primary: Meridian National Assurance Company (Policy No. DNO-22-048871); Excess Layer 1: Stonebridge Indemnity Corp.; Excess Layer 2: Commonwealth Omnivrel Insurance Ltd. Annual premium: $1.87M. Broker: Dravello Place Insurance Advisors LLC (Nina Radcliffe). Side A DIC coverage confirmed. | Calderwood & Ha

XV. TRANSFER AGENT AND DTC 57 | Transfer Agent | Transfer Agent Agreement — Continental Shareowner Services, Inc. | Engagement of Continental Shareowner Services, Inc. (Maria Costello, VP, Corporate Actions) as transfer agent and registrar for CBR common stock. 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004. | Calderwood & Harkness LLP | CBR; Continental Shareowner Services, Inc. | Prior to closing |

XVI. USE OF PROCEEDS / DEBT REPAYMENT 59 | Use of Proceeds | Term Loan B Prepayment — $200,000,000 | Prepayment of $200M of Term Loan B with Veltrano National Bank upon closing. Prepayment premium: 1.00% × $200,000,000 = $2,000,000. Wire instructions to Veltrano National Bank, 1401 McKinney Street, Houston, TX 77010. | CBR (Priya Anand, SVP Finance & Treasurer) | CBR | Date of closing (post-funding) | Pending — offer

XVII. FUNDS FLOW AND CROSS-RECEIPT 62 | Funds Flow | Wire Transfer Instructions — Issuer (CBR) | Account details for receipt of primary offering proceeds by Calloway-Briggs Renewables Inc. Template prepared; account details to be completed. | CBR (Priya Anand) / Calderwood & Harkness LLP | CBR | Prior to closing | Pending — offering dormant 63 | Funds Flow | Wire Transfer Instructions — Selling Stockholder (Pinnacle

XIX. MISCELLANEOUS CLOSING DELIVERABLES 67 | Equity Plans | Adoption of 2022 Omnibus Equity Incentive Plan | Plan document providing for stock options, RSUs, PSUs. 12,727,273-share reserve. Evergreen provision. Board and stockholder approval required. | Calderwood & Harkness LLP | Board of Directors; Stockholders | Prior to closing | Pending — offering dormant 68 | Equity Plans | Adoption of 2022 Employee Stock Purch