Contract analysis

I. Purpose and Summary This memorandum documents the results of the conflict-of-interest check conducted by Calderwood & Harkness LLP (the "Firm" or "C&H") in connection with the proposed engagement of the Firm to represent Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in its proposed initial public offering (the "IPO" or the "Offering") of approximately $600,000,000 of common stock on the New York Stock E

II. Proposed Client Identification A. The Issuer The following information was obtained from CBR's counsel, Sandra Haverford, General Counsel and Corporate Secretary of CBR, as well as from publicly available records, and was used to conduct the conflict-check searches described herein. CBR is a renewable energy company focused on the development, construction, and operation of utility-scale solar, onshore wind, and

1. Garrett Calloway — Co-Founder, Chairman of the Board of Directors & Chief Executive Officer

2. Elaine Briggs — Co-Founder & President, Development

3. Marcus Yoon — Chief Financial Officer

4. Sandra Haverford — General Counsel & Corporate Secretary

5. Dale Renfroe — Chief Operating Officer

6. Priya Anand — Senior Vice President, Finance & Treasurer

7. Tomás Quintero — Senior Vice President, Project Development

8. Rachel Whitmore — Chief People Officer Directors:

9. Hugh Pemberton — Director (Pinnacle Vista Capital Management LLC designee)

10. Diane Kovac — Director (Pinnacle Vista Capital Management LLC designee)

11. Warren Okoro — Independent Director

12. Catherine Liang — Independent Director

13. Richard Estavez — Independent Director C. Material Subsidiaries of CBR (Entities Searched) Each of the following material subsidiaries of CBR was identified through review of CBR's organizational chart provided by Sandra Haverford's office and was searched as a separate entity in the Firm's conflict-check system, including under its full legal name and any known short-name variations.

1. CBR Holdings LLC — Delaware limited liability company

2. Calloway-Briggs Operating Company LLC — Texas limited liability company

3. Solaris West Solar LLC — Texas limited liability company

4. Red Mesa Wind Energy LLC — Oklahoma limited liability company

5. Painted Rock Solar LLC — Arizona limited liability company

6. Pronghorn Wind LLC — Texas limited liability company

7. Brazos Energy Storage LLC — Texas limited liability company

8. Mesquite Wind Holdings LLC — Texas limited liability company

9. Cimarron Solar Development LLC — New Mexico limited liability company

10. CBR Development Co. LLC — Texas limited liability company The foregoing list represents CBR's material subsidiaries as of the date of this memorandum. To the extent additional subsidiaries or affiliates are identified during the course of the IPO engagement, supplemental conflict checks will be conducted promptly and the results documented in accordance with Firm policy.

III. Adverse and Potentially Adverse Parties Searched A. Pre-IPO Majority Stockholder Key Individuals Searched: • Hugh Pemberton — Co-Founder & Managing Partner, Pinnacle Vista Capital Management LLC; Director of CBR • Diane Kovac — Co-Founder & Managing Partner, Pinnacle Vista Capital Management LLC; Director of CBR Relationship to Transaction: Pinnacle Vista Capital Partners III, LP is the pre-IPO majority stockhol

1. Lead-Left Book-Runner. Key Individuals Searched: • Oliver Marchetti — Managing Director, Equity Capital Markets • Sonia Tran — Director, Power & Renewables Investment Banking • Daniel Furman — Vice President, ECM Syndicate

2. Joint Book-Runner. Key Individuals Searched: • Rebecca Innes — Managing Director, ECM • James Alcorn — Director, Clean Energy & Infrastructure

3. Joint Book-Runner. Key Individuals Searched: • Kenneth Sato — Managing Director, ECM • Lisa Trujillo — Director, Utilities & Renewables

IV. Other Working-Group Members and Third Parties Searched In addition to the issuer, its affiliates, stockholders, and underwriters, the following working-group members and third parties were identified and searched in the Firm's conflict-check system. Although many of these parties are not expected to have directly adverse interests to CBR in the IPO, the Firm's conflict-check policy requires comprehensive searches

I. Other Advisors Clarendon Rowe Advisory Group LLC (Compensation Consultant) 300 Atlantic Street, Suite 800, Stamford, CT 06901 • Patricia Voss — Senior Managing Director Clarendon Rowe has been engaged by CBR's compensation committee to advise on executive compensation arrangements and equity incentive plan design in connection with the IPO. Broadmark Strategic Communications Inc. (Investor Relations Advisor) 640 F

V. Conflict-Check Methodology The conflict-of-interest check documented in this memorandum was conducted in accordance with the Firm's Conflicts of Interest Policy (as most recently updated January 2022) and the Firm's New Business Intake Procedures Manual. The following describes the methodology employed. Databases and Systems Searched. The primary search tool was the Firm's proprietary conflict-check and new-busine

VI. Results of Conflict Check A. No Current Adverse Representations Based on the searches and cross-checks described in Section V, the Firm does not currently represent any party adverse to CBR, or to CBR's interests, in connection with the proposed IPO or in any other matter. Specifically: (a) The Firm does not currently represent any of the proposed underwriters — namely, Hargrove Keating & Co., Linden Pratt Securi

1. Prior Representation of Hargrove Keating & Co. Matter Identified: The Firm previously represented Hargrove Keating & Co. in connection with an M&A advisory engagement (C&H Matter No. 1015-00001). The matter involved Hargrove Keating's role as financial advisor in a 2019 acquisition transaction in the healthcare industry. The Firm served as outside legal counsel to Hargrove Keating in connection with the negotiatio

2. Prior Representation of Veltrano National Bank. Matter Identified: The Firm represented Veltrano National Bank as lender's counsel in a project-finance matter (C&H Matter No. 1015-00001) in 2020. The matter involved the negotiation and documentation of a project-finance credit facility for a natural gas pipeline project in which Veltrano served as administrative agent and lead arranger. The Firm acted on behalf of

3. Ongoing Representation of Graymont Brothers Inc. Matter Identified: The Firm is currently advising Graymont Brothers Inc. on an unrelated regulatory compliance matter (C&H Matter No. 1015-00001). The engagement involves advising Graymont on certain SEC periodic reporting and compliance matters, including the preparation and review of Graymont's annual report on Form 10-K and quarterly reports on Form 10-Q, as well

4. Searches on Other Parties — No Hits. Conflict-check searches on all remaining parties identified in Sections II through IV of this memorandum returned no current or prior representations by the Firm and no other relationships requiring disclosure, consent, or further analysis. Specifically, the searches confirmed that the Firm has no current or prior attorney-client relationship with, and has not previously repres

VII. Conditions and Disclosures for Engagement Clearance Based on the results of the conflict check set forth in Section VI, the proposed engagement of Calderwood & Harkness LLP to represent Calloway-Briggs Renewables Inc. in the proposed IPO is cleared to proceed, subject to the following conditions and disclosures. A. Consent Required — Graymont Brothers Inc. As discussed in Section VI.B.3, advance informed written

1. Hargrove Keating & Co. — Prior Representation. The engagement letter will disclose that the Firm previously represented Hargrove Keating & Co. in an unrelated M&A advisory matter (C&H Matter No. 1015-00001) that was concluded and closed in 2019. The disclosure will note that the prior matter is unrelated to CBR, the renewable-energy industry, or any aspect of the proposed IPO, and that no consent from Hargrove Kea

2. Veltrano National Bank — Prior Representation. The engagement letter will disclose that the Firm previously represented Veltrano National Bank as lender's counsel in an unrelated project-finance matter (C&H Matter No. 1015-00001) that was concluded and closed in 2020. The disclosure will note that the prior matter is unrelated to CBR or the proposed IPO, and that the Firm's work on the IPO is not expected to invol

3. Graymont Brothers Inc. — Ongoing Representation and Consent. The engagement letter will disclose that the Firm currently represents Graymont Brothers Inc. in an unrelated SEC reporting and compliance matter (C&H Matter No. 1015-00001), and will describe the concurrent-client conflict analysis, the measures the Firm will take to maintain the independence of each representation (including the ethical screen describe

VIII. Conclusion and Clearance Based on the comprehensive conflict-of-interest analysis set forth in this memorandum, no disqualifying conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from representing Calloway-Briggs Renewables Inc. in connection with its proposed initial public offering of approximately $600,000,000 of common stock on the New York Stock Exchange. Three prior o