Contract analysis

Section 1. Identity and Authority of Certifying Officers The undersigned, Garrett Calloway, Co-Founder, Chairman and Chief Executive Officer of Calloway-Briggs Renewables Inc. (the "Company"), and Marcus Yoon, Chief Financial Officer of the Company, each hereby certify, in their respective capacities as officers of the Company and not in their individual capacities, as follows: This Certificate is being delivered pur

Section 2. Bring-Down of Representations and Warranties Each of the representations and warranties of the Company contained in Section [__] of the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement and as of the Closing Date (or the Option Closing Date, as applicable), with the same force and effect as though expressly made on and as of such date; provided

Section 3. Compliance with Covenants and Conditions The Company has complied in all material respects with all of its covenants, agreements, and obligations under the Underwriting Agreement required to be performed or satisfied by the Company on or prior to the Closing Date (or the Option Closing Date, as applicable), including, without limitation, the covenants set forth in Section [__] of the Underwriting Agreement

Section 4. No Material Adverse Effect Since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus — specifically, the audited consolidated financial statements of the Company and its subsidiaries as of and for the fiscal year ended December 31, 2021, and the unaudited condensed consolidated financial statements of the Company and its su

Section 5. Accuracy of Registration Statement and Prospectus The undersigned officers hereby certify as follows with respect to the accuracy and completeness of the Registration Statement and the Prospectus: (a) The Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

Section 6. No Stop Order or Proceedings No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned, threatened by the SEC. No order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the SEC. The undersigned officers note, for the in

Section 7. No Prohibited Issuances Since the date of the Underwriting Agreement, the Company has not: (a) issued any securities (other than (x) shares of common stock issued upon the exercise or settlement of stock options, restricted stock units, or other awards outstanding under the Company's equity compensation plans as previously disclosed in the Registration Statement and (y) shares of common stock issued pursua

Section 8. Good Standing and Corporate Existence The Company is validly existing as a corporation in good standing under the laws of the State of Delaware, which is its jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership, operation, or leasing of its properties requires such qualific

Section 9. Authorized Capital and Valid Issuance of Shares The shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company to be issued and sold by the Company pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action, including (a) approval and authorization by the Board of Directors of the Company and (b) adoption by the stockholders of the Company

Section 10. No Conflicts The execution, delivery, and performance by the Company of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of the Shares, do not and will not: (a) violate or conflict with the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company, each as in effect on the date hereof; (b) vi

Section 11. No Litigation (Bring-Down) There are no pending or, to the knowledge of the undersigned after due inquiry, threatened actions, suits, claims, proceedings, investigations, or governmental or regulatory actions or proceedings against or affecting the Company or any of its subsidiaries or any of their respective properties, assets, officers, or directors before or by any court, arbitrator, governmental body,

Section 12. Incorporation of Underwriting Agreement Definitions All definitions and defined terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. Without limiting the foregoing, the definition of "Material Adverse Effect" as set forth in the Underwriting Agreement is specifically incorporated by reference into this Certificate and shall

Section 13. Reliance and Purpose This Certificate is being furnished to the Underwriters pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters to purchase the Shares at the Closing Date (and/or the Option Closing Date, as applicable). The undersigned officers acknowledge and agree that the Underwriters and their respective counsel are entitled to rely upo