Contract analysis

I. Introduction We write on behalf of our client, Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized under the laws of the State of Delaware and headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746 (EIN: 83-4027615). Calderwood & Harkness LLP ("C&H") serves as outside counsel to CBR in connection with the Company's proposed initial public offering (the "IPO" or the "

II. Background on the Proposed IPO As Veltrano is aware from its longstanding lending relationship with the Company, CBR is a leading developer and operator of utility-scale solar, onshore wind, and battery energy storage projects across the United States. As of the date of this letter, CBR's portfolio consists of approximately 3.8 gigawatts ("GW") of operating renewable-energy generation and storage capacity across

III. Intended Use of IPO Proceeds Relevant to Veltrano The net primary proceeds to the Company from the Offering (after deducting the underwriting discount of 5.50% on the gross spread applicable to primary shares) are expected to be approximately $351,257,850 (calculated as $371,700,000 in aggregate gross proceeds to CBR from primary shares, less the 5.50% underwriting discount of approximately $20,443,500, but befo

IV. Consent and Waiver Request Based on a thorough review of the Credit Agreements and the structure of the contemplated Offering, the Company has identified the following provisions of the Credit Agreements with respect to which the consent or waiver of Veltrano, as Administrative Agent, and/or the Required Lenders is being requested. Each is discussed in greater detail below. A. Change of Control The Offering will

Section 7.01(i) of each Credit Agreement defines a "Change of Control" to include, among other things, the occurrence of any event as a result of which Pinnacle Vista (or its affiliates) ceases to beneficially own, directly or indirectly, at least 50.1% of the outstanding equity interests of the Borrower entitled to vote for the election of the Board of Directors. A Change of Control constitutes an Event of Default u

V. Description of Enclosed Documents For your review and consideration, we have enclosed the following documents with this letter: Enclosure 1: Draft Lender Consent Request Letter — CBR to Veltrano National Bank. This is a draft of the formal consent request letter from CBR (to be executed by Priya Anand, Senior Vice President, Finance & Treasurer) to Veltrano National Bank (addressed to you, Thomas Raines, Managing

VI. Key Contacts for CBR To facilitate efficient communications regarding this matter, we set forth below the principal contacts at CBR for your reference: Legal Matters: Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Telephone: (512) 617-3200 Email: shaverford@calloway-briggs.com Financial and Credit Facility Matters: Priya A

VII. Timing and Next Steps We respectfully request that Veltrano review the enclosed draft documents at its earliest convenience. As noted above, the SEC review process for the registration statement is ongoing and the Company anticipates that additional amendments may be filed in the coming weeks. CBR intends to be in a position to commence the Offering promptly upon the SEC's declaration of effectiveness of the reg

VIII. Confidentiality Notice We wish to remind Veltrano that the proposed IPO, the draft registration statement on Form S-1, the SEC review process, and the matters described in this letter are strictly confidential at this time. As noted above, the registration statement was submitted to the SEC on a confidential basis under the JOBS Act and has not yet been publicly filed. Accordingly, the existence and terms of th