Contract analysis

I. Introduction We are counsel to Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR" or the "Company"), in connection with its proposed initial public offering (the "IPO" or the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), to be listed and traded on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." We understand that Continental Sha

II. Description of the Issuer The Company's pertinent organizational and identifying information is set forth below for purposes of CSS's records and the DTC eligibility application: Full Legal Name: Calloway-Briggs Renewables Inc. Entity Type: Corporation incorporated under the General Corporation Law of the State of Delaware Employer Identification Number (EIN): 83-4027615 Principal Executive Offices: 4200 Ridgelin

III. Description of the Offering and the Securities The Company has confidentially submitted a draft registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), to the Securities and Exchange Commission (the "SEC") in connection with the proposed IPO. The registration statement, as filed and amended, bears the following EDGAR accession numbers: • Initial Confidential Submis

IV. Identification of the Underwriters The Offering will be underwritten on a firm commitment basis by a syndicate of underwriters led by the following institutions: Lead-Left Book-Running Manager and Representative of the Several Underwriters: Hargrove Keating & Co. 383 Madison Place New York, NY 10017 Attention: Oliver Marchetti, Managing Director, Equity Capital Markets (the "Representative") Joint Book-Running Ma

V. Specific Request On behalf of the Company, we respectfully request that CSS, in its capacity as transfer agent and registrar for the Common Stock, take the following actions in connection with the DTC eligibility of the Common Stock:

1. Application for DTC Eligibility. Apply to DTC for eligibility of the Common Stock for book-entry deposit, transfer, clearance, and settlement through DTC's facilities, including compliance with all applicable DTC operational requirements and procedures.

2. Submission of Required Documentation. Complete and submit to DTC all required eligibility questionnaires, applications, and supporting documentation on behalf of the Company, including without limitation any Operational Arrangements questionnaires, issuer information forms, and such other forms, certifications, and agreements as DTC may require in connection with the eligibility determination.

3. DRS and FAST Enrollment. Coordinate with DTC to ensure that the Common Stock is eligible for deposit through DTC's Direct Registration System ("DRS") and that CSS is enrolled as a participant in DTC's Fast Automated Securities Transfer ("FAST") program with respect to the Common Stock, such that shares may be held in book-entry form on the books of the transfer agent as balance certificate shares on behalf of DTC'

4. Confirmation of Eligibility. Provide written confirmation of DTC eligibility to both the Company and to Calderwood & Harkness LLP promptly upon receipt of such confirmation from DTC, including the effective date of eligibility and any conditions or limitations applicable thereto. We understand that DTC eligibility is a condition to the closing of the Offering and to the listing of the Common Stock on the NYSE, and

VI. Supporting Documentation In support of the DTC eligibility application, the following documents will be provided to CSS (to be transmitted under separate cover or upon CSS's request, as applicable): (a) A certified copy of the Amended and Restated Certificate of Incorporation of the Company, in the form to be filed with the Secretary of State of the State of Delaware, effective upon or immediately prior to the cl

VII. Timing We note that the Offering is currently in dormant status as of June 17, 2022, as a result of adverse market conditions in the equity capital markets. The Company and its Board of Directors, in consultation with the underwriters, have determined to defer the launch of the Offering until market conditions improve and to maintain the Registration Statement on a confidential basis with the SEC in the interim.

VIII. Contact Information All communications regarding this request, including any questions, requests for additional information or documentation, and status updates regarding the DTC eligibility application, should be directed to the following contacts: At Calderwood & Harkness LLP: Natasha Forbes Working Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 5

IX. Authorization and Acknowledgment This letter constitutes the Company's authorization and instruction to CSS to act on the Company's behalf in connection with the DTC eligibility application for the Common Stock, including the submission of all required applications, questionnaires, and supporting documentation to DTC. This authorization is given in accordance with, and subject to the terms of, the Transfer Agency

X. Closing Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Natasha Forbes Working Associate, Capital Markets Approved by: ________________________________________ Jennifer Kwon Partner, Capital Markets cc: (via electronic mail) Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Priya Anand, SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Fina