Contract analysis

I. Executive Summary This memorandum summarizes the results of our due diligence review of the corporate organization, governance documents, capitalization, and corporate authority of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") and its direct and indirect subsidiaries in connection with the proposed initial public offering (the "IPO" or the "Offering") of approximately $600,000,000 of shares of common st

II. Corporate Formation and Status of the Issuer A. Calloway-Briggs Renewables Inc. The Company was incorporated under the DGCL on March 14, 2014, under the full legal name "Calloway-Briggs Renewables Inc." The Company was founded by Garrett Calloway and Elaine Briggs, who at the time of incorporation served as the Company's initial directors and officers. The Company is organized as a C-corporation for federal incom

III. Subsidiary Structure and Organization A. Organizational Chart Overview The Company operates through a multi-tiered subsidiary structure organized to segregate project-level assets, liabilities, and cash flows from the parent entity and to facilitate project-level financing, tax-equity partnerships, and other transactions customary in the renewable energy industry. The organizational chart of the Company and its

IV. Capitalization A. Pre-IPO Capitalization As of the date of this memorandum, and giving effect to the conversion of all outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock into shares of Common Stock and the reclassification of all classes of capital stock into a single class of Common Stock (which conversion and reclassification will occur automatically upon the effectiveness of the IPO

V. Board of Directors A. Current Composition The Board of Directors of the Company currently consists of seven (7) members. The following table sets forth the name, affiliation, and independence status of each current director: Of the seven current directors, three (3) are independent under the listing standards of the New York Stock Exchange (Section 303A of the NYSE Listed Company Manual): Warren Okoro, Catherine L

VI. Officers A. Current Executive Officers The following individuals currently serve as executive officers of the Company: Each of the foregoing officers has been identified as a "named executive officer" or an "executive officer" for purposes of the Draft S-1 and the Company's SEC filings. Mr. Calloway, Ms. Briggs, Mr. Yoon, and Mr. Renfroe are expected to be identified as "named executive officers" in the compensat

VII. Review of Board and Stockholder Minutes A. Board Minutes We have reviewed the minutes of all meetings of the Board of Directors (including regular meetings, special meetings, and actions taken by unanimous written consent of the Board) from January 2019 through April 2022. The minutes are consecutively numbered, appear to be complete, and reflect all material corporate actions taken by the Board during the revie

VIII. Authorization for the IPO A. Board Authorizations Required In order to consummate the proposed IPO, the Board of Directors has adopted (or is expected to adopt prior to the closing of the IPO) resolutions authorizing the following actions:

1. Filing of Registration Statement. Authorization for the filing of a registration statement on Form S-1 (and any amendments thereto) with the SEC, including the confidential submission of a draft registration statement, the public filing of the registration statement, and the filing of any post-effective amendments or supplements thereto. (Doc. 81)

2. Engagement of Underwriters. Authorization for the engagement of the following underwriters for the Offering: Hargrove Keating & Co. (as lead-left book-runner), Linden Pratt Securities LLC and Graymont Brothers Inc. (as joint book-runners), and Barfield Stuart & Co. and Crane Whitley Capital LLC (as co-managers), and for the negotiation and execution of the underwriting agreement with such underwriters. (Doc. 81)

3. Amended and Restated Certificate of Incorporation. Approval of the Amended and Restated Certificate of Incorporation (IPO Charter, Doc. 77), subject to adoption by the stockholders and filing with the Delaware Secretary of State. (Doc. 82)

4. Amended and Restated Bylaws. Adoption of the Amended and Restated Bylaws (IPO Bylaws, Doc. 78), to be effective upon the closing of the IPO. (Doc. 83) 5. 2022 Omnibus Equity Incentive Plan. Approval of the 2022 Omnibus Equity Incentive Plan, with an initial share reserve of 12,727,273 shares of Common Stock, subject to adoption by the stockholders. (Doc. 84) 6. 2022 Employee Stock Purchase Plan. Approval of the 20

7. Board Committees. Appointment of the Audit Committee (Doc. 86), Compensation Committee (Doc. 87), and Nominating and Corporate Governance Committee (Doc. 88), together with the adoption of written charters for each committee.

8. Offering Documents and Agreements. Authorization for the officers of the Company to negotiate, execute, and deliver the underwriting agreement, lock-up agreements, the Amended and Restated Stockholders' Agreement (Doc. 90), and the Registration Rights Agreement (Doc. 91), and to take all other actions necessary or advisable in connection with the Offering.

9. D&O Insurance and Indemnification Agreements. Authorization for the placement of directors' and officers' liability insurance and the execution of individual indemnification agreements with each director and officer of the Company (Docs. 96, 97). As of the date of this memorandum, the Board has adopted resolutions authorizing items (1) and (2) above (Doc. 81). Draft resolutions for items (3) through (9) are in var

1. Amended and Restated Certificate of Incorporation. The adoption of the IPO Charter requires the approval of the holders of a majority of the outstanding shares of capital stock entitled to vote thereon, in accordance with Sections 242 and 245 of the DGCL. 2. 2022 Omnibus Equity Incentive Plan. The adoption of the Omnibus Plan by the stockholders is required under the terms of the Plan and the NYSE listing standard

IX. Existing Agreements Affecting Corporate Governance A. Pre-IPO Stockholders' Agreement The Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs are parties to that certain Stockholders' Agreement, dated as of June 9, 2017, as amended (the "Existing Stockholders' Agreement"). The Existing Stockholders' Agreement governs the relationships among the parties with respect to the governa