Contract analysis

I. Executive Summary This memorandum summarizes the findings of our employment and benefit-plan due diligence review conducted in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (the "NYSE") under proposed ticker symbol CBRI. The anticipated offering size is approxima

II. Company Workforce Overview A. General Workforce Data As of March 31, 2022 (the end of the first quarter of fiscal year 2022), CBR employed approximately 1,240 individuals on a full-time equivalent basis. The Company's corporate headquarters is located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, where the Company occupies approximately 42,000 square feet of office space under a lease expiring in 20

III. Named Executive Officer Employment Agreements A. Overview of NEO Employment Arrangements CBR has entered into written employment agreements with each of its eight named executive officers. The employment agreements were initially negotiated at the time of each executive's hire (or, in the case of the co-founders, at the time of the Company's formation and subsequently amended and restated) and have been amended

I. Rachel Whitmore — Chief People Officer Ms. Whitmore joined the Company as Chief People Officer in September 2021. She reports to the Chief Executive Officer and is responsible for all human resources, talent acquisition, employee engagement, and organizational development functions. Her employment agreement was entered into as of September 13, 2021. Base Salary. Ms. Whitmore's current base salary is $325,000 per a

IV. Severance and Change-in-Control Provisions A. Overview. All NEO employment agreements contain severance provisions that are triggered upon a termination of employment by the Company without "Cause" or a resignation by the executive for "Good Reason" (as each such term is defined in the applicable employment agreement — see Sections IV.D and IV.E below). In addition, all NEO employment agreements contain enhanced

Section 280G — No Gross-Up; "Best Net" Cutback. None of the NEO employment agreements contain a Section 280G "gross-up" provision (which would require the Company to make an additional payment to the executive to compensate for the excise tax imposed under Section 4999 of the Code on "excess parachute payments" as defined in Section 280G). Instead, each agreement contains a "best net" or "better of" cutback provision

V. Restrictive Covenant Analysis A. Non-Competition Agreements All eight NEOs are subject to post-termination non-competition covenants as summarized below: Enforceability Analysis Under Texas Law. All NEO employment agreements are governed by Texas law, and the analysis of enforceability of the non-competition covenants is therefore conducted primarily under the Texas Covenants Not to Compete Act, Texas Business and

VI. Equity Compensation Plans and Section 409A Compliance A. Pre-IPO Equity Compensation Since 2017, coinciding with Pinnacle Vista Capital Partners' initial equity investment in the Company, CBR has issued equity to employees and management under an informal equity grant program. The Company did not adopt a formal equity incentive plan in connection with these grants; rather, individual equity grants were authorized

Section 409A of the Code imposes significant requirements and restrictions on the deferral of compensation, including arrangements under which an employee has a legally binding right to compensation that is payable in a later taxable year. Stock options are subject to Section 409A if they are granted with an exercise price that is less than the fair market value of the underlying stock on the date of grant. Such "Dis

Section 409A Valuations. CBR retained an independent valuation firm to prepare Section 409A valuations at various dates from 2017 through the first quarter of 2022 to establish the fair market value of the Company's common stock for purposes of pricing stock option grants. These valuations were prepared in accordance with the safe-harbor requirements of Treasury Regulations Section 1.409A-1(b)(5)(iv)(B) (independent