Contract analysis

I. Purpose and Background This memorandum sets forth the expected scope and specific points to be covered in the legal opinion to be delivered by Prescott, Danforth & Yee LLP ("PD&Y"), as counsel to the underwriters, at the closing of the proposed initial public offering (the "IPO" or "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc., a Delaware

II. Addressees and Date Addressees. The PD&Y legal opinion should be addressed to each of the several Underwriters named in the Underwriting Agreement. As of the near-final draft of the Underwriting Agreement, the Underwriters are:

1. Hargrove Keating & Co. (lead-left book-runner and Representative)

2. Linden Pratt Securities LLC (joint book-runner)

3. Graymont Brothers Inc. (joint book-runner)

4. Barfield Stuart & Co. (co-manager)

5. Crane Whitley Capital LLC (co-manager) The opinion should name each Underwriter individually or should be addressed to "the several Underwriters named in Schedule I to the Underwriting Agreement" (or similar formulation), provided that such formulation clearly encompasses all five firms listed above. We should confirm with PD&Y that co-managers Barfield Stuart & Co. and Crane Whitley Capital LLC are directly addre

III. Documents and Records to Be Reviewed by PD&Y (Expected Scope of Examination) The introductory section of PD&Y's opinion letter should set forth the documents and records that PD&Y has examined in connection with the preparation and delivery of the opinion. Set forth below is the expected scope of examination, organized by category. Upon receipt of PD&Y's draft, we should verify that all material documents have b

IV. Expected Substantive Opinion Paragraphs — Checklist Set forth below are the specific substantive opinion paragraphs that we expect to be included in PD&Y's legal opinion. Each paragraph is accompanied by a checkbox for use during the review process and, where appropriate, notes identifying particular points requiring attention or coordination. Upon receipt of PD&Y's draft opinion, each item should be checked off

2. Calloway-Briggs Operating Company LLC

8. Mesquite Wind Holdings LLC

9. Cimarron Solar Development LLC

10. CBR Development Co. LLC • [ ] Each such material subsidiary is duly qualified to do business and in good standing as a foreign entity in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Note for r

I. Exchange Act Compliance — Reporting • [ ] CBR has filed, or will have filed prior to the Closing Date, all reports, documents, and registration statements required to be filed by CBR under the Exchange Act in connection with the Offering, including the registration of the Common Stock under Section 12(b) of the Exchange Act and the listing of the Common Stock on the NYSE. Note for review: As a newly public company

V. Expected Qualifications, Assumptions, and Limitations The following qualifications, assumptions, and limitations are expected to appear in PD&Y's legal opinion. Upon receipt of the draft opinion, we should confirm that the qualifications and limitations are consistent with market practice and do not unduly narrow the scope of the opinion. A. Customary Qualifications • [ ] Enforceability qualification. All enforcea

VI. Negative Assurance (10b-5 Letter) — Separate Deliverable General. PD&Y's negative assurance letter (commonly referred to as a "10b-5 letter") is a separate closing deliverable from the legal opinion addressed in Sections II through V above. The 10b-5 letter is required as a condition to closing under Section [●](a)(●) of the Underwriting Agreement. Calderwood & Harkness has a draft of PD&Y's 10b-5 letter on file

VII. Coordination and Process Notes A. Timing. PD&Y should circulate an initial draft of the legal opinion to Calderwood & Harkness at least two (2) business days prior to the anticipated Closing Date to allow C&H adequate time for review, comment, and coordination. In prior transactions with HK&Co. and PD&Y, drafts have typically been circulated three to four business days prior to closing, which provides a more com

VIII. Appendices Appendix A — Contact Information for PD&Y Opinion Team PD&Y Office Address: 1271 Avenue of the Americas, New York, NY 10020 Note: Contact information for the PD&Y team should be confirmed upon reactivation of the Offering. PD&Y's main switchboard number and general Capital Markets Group contact information are on file in the C&H matter index. All substantive communications regarding the opinion shoul