Contract analysis

I. Purpose and Scope This memorandum establishes the internal Calderwood & Harkness LLP ("C&H") procedures for handling requests for early release from the 180-day lock-up agreements entered into by directors, executive officers, and significant stockholders in connection with the proposed initial public offering (the "IPO") of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York S

II. Summary of Lock-Up Provisions A. Applicable Lock-Up Agreements The lock-up arrangements applicable to the CBR IPO are embodied in a negotiated form of lock-up agreement (the "Lock-Up Agreement") among (i) the individual lock-up party (or, in the case of institutional stockholders, the entity), (ii) CBR, and (iii) the underwriters, acting through Hargrove Keating & Co. in its capacity as representative of the seve

1. Directors. The following seven individuals serve on the Board of Directors of CBR and are required to execute Lock-Up Agreements in their capacity as directors. Each is also a "reporting person" under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will be required to file Forms 3, 4, and 5 with the SEC following the effective date of the registration statement. (a) Garrett

2. Executive Officers (Non-Director) The following six individuals are executive officers of CBR (within the meaning of Rule 3b-7 under the Exchange Act) who do not serve on the Board of Directors. Each is a Section 16 reporting person. (a) Marcus Yoon — Chief Financial Officer. Mr. Yoon is expected to hold approximately 1.1% of the post-IPO common stock on a fully diluted basis. (b) Sandra Haverford — General Counse

3. Institutional Stockholder Pinnacle Vista Capital Partners III, LP (the "Series III Fund") is the pre-IPO majority stockholder of CBR, holding approximately 62,000,000 shares of common stock, or approximately 62% of the fully diluted shares outstanding prior to the offering. The general partner of the Series III Fund is Pinnacle Vista Capital Management LLC ("PVCM"), which is managed by Hugh Pemberton and Diane Kov

4. Other ≥1% Holders In addition to the directors, executive officers, and Pinnacle Vista, the Lock-Up Agreement is required to be executed by all other holders of 1% or more of the pre-IPO common stock of CBR. This category encompasses a limited number of earlier-stage investors and key employees who acquired equity stakes through seed-stage and Series A financing rounds or through early employment equity grants. Th

1. Affiliate Transfers. A lock-up party may transfer locked-up shares to an affiliate (as defined in Rule 405 under the Securities Act) of such lock-up party, provided that the transferee executes a Lock-Up Agreement on substantially the same terms as the transferor's Lock-Up Agreement for the remaining duration of the lock-up period. This carve-out is designed to permit routine intra-group transfers (e.g., from an i

2. Estate-Planning Transfers. A lock-up party may transfer locked-up shares for bona fide estate-planning purposes, including transfers to revocable or irrevocable trusts for the benefit of the lock-up party or the lock-up party's immediate family members, transfers to family members, and transfers to charitable organizations. As with affiliate transfers, the transferee must execute a Lock-Up Agreement on substantial

4. Pledges to Lenders. A lock-up party may pledge locked-up shares to a lender as security for a bona fide loan, provided that no transfer or disposition of such shares occurs during the lock-up period as a result of foreclosure or other exercise of remedies by the pledgee. This carve-out is intended to permit margin lending and other customary financing arrangements; however, it carries significant risk if the pledg

III. Release Mechanisms The form of Lock-Up Agreement provides two mechanisms by which the lock-up restrictions may be terminated or modified prior to the expiration of the 180-day lock-up period: (A) the prior written consent of Hargrove Keating & Co. and (B) the occurrence of a Change of Control. Each mechanism is described in detail below. A. Written Consent of Hargrove Keating & Co.

1. Authority. Under Section 2(a) of the form of Lock-Up Agreement, the lock-up restrictions may be released, in whole or in part, at any time during the 180-day lock-up period by the prior written consent of Hargrove Keating & Co. Hargrove Keating acts in this capacity as the lead-left book-running manager and coordinating underwriter for the offering, and its consent authority is exercised on behalf of the underwrit

2. Sole Discretion The Lock-Up Agreement expressly provides that Hargrove Keating may grant or withhold its consent in its "sole and absolute discretion." There is no obligation on Hargrove Keating to grant consent to any release request, regardless of the reason or circumstances. The Lock-Up Agreement does not specify any criteria, standard, or factors that Hargrove Keating must or should consider in evaluating a re

3. Form of Consent The Lock-Up Agreement requires that any consent to an early release be in writing. In market practice, Hargrove Keating's consent typically takes the form of a letter executed by an authorized representative of Hargrove Keating (usually Oliver Marchetti or a designee), addressed to the requesting lock-up party, with copies provided to the Company (attention: Sandra Haverford, General Counsel and Co

4. Partial Release Hargrove Keating's consent need not be an "all or nothing" determination. The Lock-Up Agreement permits Hargrove Keating to grant consent that is limited in any one or more of the following respects: (a) Number of Shares. Consent may be limited to a specified number of shares, with the remaining shares continuing to be subject to the lock-up restrictions. (b) Transaction Type. Consent may be limite

5. FINRA / Regulation M Considerations Any early release of lock-up restrictions must be evaluated in light of applicable FINRA rules and Regulation M under the Exchange Act. In particular: (a) FINRA Rule 5110 (Corporate Financing Rule). The corporate financing application filed with FINRA in connection with the IPO (FINRA Filing No. 20221129-01) includes a description of the lock-up arrangements. A material modifica

Section 4 of the form of Lock-Up Agreement provides for the automatic release of all lock-up restrictions upon the occurrence of a "Change of Control" of CBR. This automatic release operates without the need for any consent from Hargrove Keating & Co. or any other party. The inclusion of a Change of Control trigger is standard market practice in IPO lock-up agreements and is intended to ensure that lock-up parties ar

2. Definition of Change of Control The term "Change of Control" is defined in Section 1(b) of the form of Lock-Up Agreement as any of the following events: (a) Acquisition of Voting Securities. The acquisition by any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) of beneficial ownership of more than 50% of the outstanding voting securities of CBR, whether by purchase, exchange, tender

3. Mechanics. Upon the public announcement or consummation of a Change of Control, all lock-up restrictions applicable to all lock-up parties automatically terminate. The release is not conditioned on the completion of the Change of Control — a public announcement of a definitive agreement is sufficient to trigger the automatic release, provided that the announced transaction, if consummated, would constitute a Chang

4. C&H Monitoring The C&H deal team should monitor, throughout the lock-up period, any indications of potential acquisition interest, unsolicited offers, or other corporate events that could trigger a Change of Control. Sources of information include press reports, filings with the SEC (including Schedule 13D and Schedule TO filings by third parties), and communications from the Company's management team. The team sh

IV. Internal Procedures for Evaluating Early Release Requests A. Receipt and Initial Assessment

1. Point of Contact All lock-up release requests, regardless of source, should be directed to Brendan Walsh (Lead Associate) as the initial point of contact within the C&H deal team. Upon receipt of any request — whether communicated by telephone, email, letter, or otherwise — Mr. Walsh should immediately notify Jennifer Kwon (Responsible Partner) and provide a brief summary of the request, including the identity of

2. Documentation of Request Upon receipt of a lock-up release request — whether from the lock-up party directly, from the lock-up party's legal counsel (e.g., Whitfield Archer & Doss LLP for Pinnacle Vista, with requests channeled through Philip Archer, Christine Navarro, or Derek Fong), or from CBR management (typically Sandra Haverford or Garrett Calloway) — the C&H deal team should immediately take the following s

1. Market Impact. The C&H deal team should assess whether the proposed release — considering the number of shares to be released, the proposed manner and timing of sale, and the identity of the selling stockholder — could adversely affect the trading price of CBR common stock, market perception of the Company, or the stability of the post-IPO trading market. Relevant considerations include the average daily trading v

2. Fairness / Precedent. The team should evaluate whether granting the release to the requesting party could create expectations or perceived obligations to grant similar releases to other lock-up parties. A release granted to one lock-up party may be viewed by others as establishing a precedent, potentially leading to a "cascade" of release requests that could collectively undermine the purpose of the lock-up arrang

3. Regulatory Compliance. The team should analyze whether the proposed release raises issues under any of the following regulatory frameworks: (a) Regulation M — As discussed in Section III.A.5, the team should assess whether the release, in conjunction with any related distribution, could implicate the distribution-participation restrictions of Regulation M. (b) Rule 144 — If the lock-up party is an affiliate of CBR

4. Disclosure Obligations. The team should identify all disclosure and reporting obligations that would be triggered by the proposed release and the related transaction, including: (a) Form 8-K — Whether CBR would be required to file a Current Report on Form 8-K with the SEC (Item 3.02 — Unregistered Sales of Equity Securities; Item 8.01 — Other Events) to disclose the early release or the related transaction. The Co

5. Contractual Restrictions. The team should evaluate whether the proposed sale or other disposition implicates any restrictions contained in the Amended and Restated Stockholders' Agreement (Document No. 90, Appendix E), including transfer restrictions, rights of first refusal, co-sale rights, drag-along rights, and standstill provisions. The team should also evaluate whether the proposed transaction implicates any

6. Credit Agreement Implications. The team should determine whether the proposed share transfer triggers any change-of-control provision, ownership-threshold provision, event-of-default provision, or restrictive covenant under any of the Company's credit agreements, including: (a) The Corporate Revolving Credit Facility with Veltrano National Bank, N.A. (Thomas Raines, Senior Vice President, Relationship Manager); (b

7. Tax-Equity Implications. The team should assess whether the proposed transfer could adversely affect any of the Company's tax-equity partnerships or other tax-advantaged structures. In particular, the team should evaluate whether the proposed transfer could affect the Solaris West tax-equity partnership with Veltara Basin Financial LLC (an approximately $280,000,000 investment, with the anticipated tax-equity flip

8. Controlled-Company Status. The team should evaluate whether the proposed release — particularly with respect to shares held by Pinnacle Vista — could affect CBR's eligibility for the "controlled company" exemption under NYSE Listed Company Manual Section 303A. As of the proposed pricing of the IPO, Pinnacle Vista is expected to hold approximately 49% of the post-IPO voting power on a base-offering basis, which is

1. C&H Team Review. Brendan Walsh and Natasha Forbes prepare a brief internal memorandum (the "Release Analysis Memorandum") analyzing the request under each of the evaluation criteria set forth in Section IV.B above. The Release Analysis Memorandum should include a factual summary of the request, a legal analysis of the relevant regulatory, contractual, and tax considerations, and a recommended course of action (app

2. Jennifer Kwon Approval. Jennifer Kwon reviews the Release Analysis Memorandum and determines C&H's recommendation to the Company. Ms. Kwon may request additional analysis, consult with Theodore Langston or Leonard Cross (if tax issues are implicated), or convene a brief team discussion before finalizing the recommendation. Ms. Kwon's determination constitutes C&H's institutional recommendation, and no communicatio

3. Client Notification. Upon Ms. Kwon's approval, C&H communicates its analysis and recommendation to the Company's General Counsel, Sandra Haverford. As appropriate — and particularly in the case of requests involving significant numbers of shares, management insiders, or Pinnacle Vista — C&H should also communicate directly with Garrett Calloway (CEO) and Marcus Yoon (CFO). The communication should be delivered in

4. Company Decision. CBR management — typically acting through Sandra Haverford, with input from Garrett Calloway and Marcus Yoon as appropriate — determines the Company's position on the request. The Company may decide to support the release, oppose the release, or support a modified or conditional release. The Company's decision is communicated to C&H, and C&H then transmits the Company's position to Hargrove Keati

V. Notification and Communication Procedures A. Communication with Hargrove Keating & Co. If the Company supports the lock-up release request (in whole, in part, or subject to conditions), or if the requesting lock-up party seeks Hargrove Keating's consent directly (without first obtaining the Company's position), C&H should transmit the request to Hargrove Keating together with a clear statement of the Company's pos

1. Whitfield Archer & Doss LLP (Pinnacle Vista's Counsel). If the release request involves shares held by Pinnacle Vista Capital Partners III, LP, C&H should coordinate directly with Christine Navarro and Derek Fong at Whitfield Archer & Doss LLP. Communication with Pinnacle Vista's counsel is essential to ensure that all relevant contractual restrictions (including those under the Stockholders' Agreement and the Reg

2. Other Underwriters. The underwriting syndicate includes, in addition to Hargrove Keating & Co., the following joint book-runners and co-managers: Linden Pratt Securities, Graymont Brothers, Barfield Stuart & Co., and Crane Whitley Capital LLC. While only Hargrove Keating's consent is contractually required under the Lock-Up Agreements, C&H should consider — in consultation with Hargrove Keating — whether the other

3. Ashford & Pemberton LLP (Independent Auditor). If the proposed release could affect the Company's financial-statement disclosures, subsequent-events reporting, or the assumptions underlying any pro forma financial information included in the registration statement or prospectus, C&H should coordinate with the Company's independent auditor, Ashford & Pemberton LLP (Gregory Sondheim, Engagement Partner; Irene Valdez

4. Broadmark Strategic Communications Inc. (IR Advisor). If the proposed release could generate market attention, media inquiries, or investor concerns, or if public disclosure of the release is required (as discussed in Section VI.D below), C&H should coordinate with the Company's investor relations advisor, Broadmark Strategic Communications Inc. (Jason Eklund, Managing Director), on the preparation and timing of a

1. If Consent Is Granted. The notification should specify: (a) The scope of the release, including the number of shares released, the time period during which sales may occur, and any limitations on the type of transaction permitted; (b) Any conditions imposed by Hargrove Keating (e.g., volume limitations, engagement of a placement agent, execution of an orderly-sale agreement); (c) A description of all regulatory fi

2. If Consent Is Denied. The notification should communicate the denial of the release request in clear and unambiguous terms, without providing further explanation or rationale (consistent with Hargrove Keating's sole-discretion standard). The notification should note that the denial does not preclude the lock-up party from submitting a future request, and that the Lock-Up Agreement remains in full force and effect

VI. Regulatory Filings and Public Disclosure A. SEC Filings Any early release of lock-up restrictions may trigger one or more filing obligations with the SEC. The C&H deal team should evaluate the following in connection with each release: Form 8-K. The team should evaluate whether the early release triggers a Form 8-K filing obligation for CBR. Potentially applicable items include: • Item 3.02 (Unregistered Sales of

Section 16 Reports. If the lock-up party whose shares are released is a director or executive officer of CBR (and therefore a Section 16 reporting person under the Exchange Act), the resulting transaction must be reported on Form 4 filed with the SEC within two business days of the transaction date. Sandra Haverford, in her capacity as Corporate Secretary, is responsible for coordinating Section 16 filings on behalf

VII. Special Considerations for Pinnacle Vista Capital Partners III, LP Given the significance of Pinnacle Vista's position in the Company — both in terms of economic ownership and governance influence — any request from Pinnacle Vista for an early release of its lock-up restrictions warrants heightened scrutiny and a more comprehensive analysis than requests from other lock-up parties. This section describes the spe