Contract analysis

I. ATTENDEE LIST The following individuals have been invited to attend the organizational meeting for the proposed initial public offering (the "Offering") of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"). Except as otherwise noted, all individuals are expected to attend in person at the Company's headquarters in Austin, Texas. Certain participants identified below as available by phone wil

I. Other Participants (Available by Phone / Invited for Specific Sessions) The following individuals will participate by telephone or videoconference and have been invited to join specific sessions as indicated throughout this agenda. They should be available during the days and times noted herein and may be called upon for additional questions or follow-up discussion at the discretion of the session moderator.

II. DAY 1 — MONDAY, MARCH 14, 2022 A. Welcome and Introductions (9:00 a.m. – 9:30 a.m.) Garrett Calloway, Co-Founder, Chairman and Chief Executive Officer of Calloway-Briggs Renewables Inc., will open the organizational meeting with welcome remarks. Mr. Calloway will provide a brief overview of the Company's founding vision, its growth trajectory over the past eight years, and the strategic rationale for pursuing the

1. Proposed Offering The Company proposes to conduct an initial public offering of shares of its common stock, par value $0.01 per share (the "Common Stock"), pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the "SEC"). The principal terms of the proposed Offering are summarized as follows: Security: Common Stock of Calloway-Briggs Renewables Inc., par value $0

2. Primary vs. Secondary Split The Offering will consist of both primary shares offered by the Company and secondary shares offered by the selling stockholder, Pinnacle Vista Capital Partners III, LP. Primary Shares (Company): Approximately $371,700,000 / 16,895,455 shares of Common Stock. The net proceeds from the sale of primary shares (after deducting underwriting discounts and commissions and estimated offering e

3. Pre-IPO and Post-IPO Share Counts Pre-IPO Shares Outstanding: 100,000,000 shares of Common Stock (on a fully diluted basis, after giving effect to the conversion of all outstanding preferred stock and the reclassification of the Company's capital stock as described in the corporate reorganization section below). Post-IPO Shares Outstanding (Base, No Overallotment): 123,713,636 shares of Common Stock (consisting of

4. Implied Valuations Based on the assumed midpoint IPO price of $22.00 per share and the share counts described above, the implied valuations for the Company are as follows: Pre-Money Equity Valuation: $2,200,000,000 (100,000,000 pre-IPO shares × $22.00 per share). Post-Money Equity Valuation (Base): $2,721,700,000 (based on post-IPO shares outstanding multiplied by the IPO price, inclusive of primary offering proce

5. Use of Proceeds The Company intends to use the net proceeds from the sale of primary shares in the Offering as follows: (a) Approximately $200,000,000 to repay a portion of the outstanding indebtedness under the Company's Term Loan B credit facility with Veltrano National Bank, as agent. The Term Loan B currently has approximately $612,500,000 outstanding as of December 31, 2021, bears interest at a variable rate,

6. Proposed Listing The Company intends to apply to list the Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." The NYSE listing application is expected to be submitted contemporaneously with the confidential submission of the draft Registration Statement on Form S-1 to the SEC. The NYSE listing requirements and compliance analysis will be discussed in detail during the

7. Issuer Information Issuer: Calloway-Briggs Renewables Inc. State of Incorporation: Delaware Employer Identification Number (EIN): 83-4027615 Headquarters: 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746 Registered Agent: Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, DE 19801 C. Underwriting Syndicate and Economics (11:00 a.m. – 12:00 p.m.) Oliver Marchetti (Hargrove Keating & Co.) and Marg

1. Syndicate Structure The proposed syndicate structure, together with the allocation percentages and corresponding share and dollar amounts (calculated on a base offering basis at the assumed midpoint IPO price of $22.00 per share), is as follows: The allocation percentages reflect the relative commitments of each underwriter under the base offering and will apply proportionally to any overallotment shares purchased

2. Gross Spread The underwriting discount (the "Gross Spread") has been set at 5.50% of the public offering price per share. Based on the assumed midpoint IPO price of $22.00 per share and the total number of shares offered (including full exercise of the overallotment option of approximately 27,272,727 shares), the Gross Spread is expected to be allocated as follows: Total Gross Spread (Full Exercise): $33,000,000 M

3. Underwriter Expense Reimbursement The Company has agreed to reimburse the underwriters for their reasonable out-of-pocket expenses incurred in connection with the Offering, subject to a cap of $350,000, which relates primarily to FINRA-related expenses. This cap is consistent with customary market terms and will be reflected in the underwriting agreement.

4. Underwriting Agreement Key Terms The working group will discuss the principal terms to be included in the underwriting agreement for the Offering. The underwriting agreement will be prepared in initial draft by Prescott, Danforth & Yee LLP, as counsel to the underwriters. Calderwood & Harkness LLP will review and comment on the draft on behalf of the Company. Key terms to be addressed include: (a) Representations

1. Current Ownership The Company's equity capitalization, on a fully diluted basis after giving effect to the conversion and reclassification described below, is currently held as follows: Pinnacle Vista Capital Partners III, LP: Approximately 62% of the fully diluted shares of Common Stock. Pinnacle Vista is the Company's largest stockholder and exercises effective control over the Company's operations and governanc

2. Pinnacle Vista Investment History Pinnacle Vista Capital Partners III, LP is a Delaware limited partnership formed as part of the Pinnacle Vista Capital Partners fund family, which is managed by Pinnacle Vista Capital Management LLC, the general partner. The key details of Pinnacle Vista's investment in the Company are as follows: Fund: Pinnacle Vista Capital Partners Series III Fund (2016 vintage). Fund Size: $4.

3. Post-IPO Ownership Impact The working group will discuss the impact of the Offering on the Company's ownership structure, including the dilution to existing stockholders resulting from the issuance of primary shares and the reduction in Pinnacle Vista's ownership as a result of the secondary sale. Specifically: Pinnacle Vista is selling 6,818,182 shares ($150,000,000 at the assumed midpoint IPO price) in the secon

4. Corporate Reorganization and Reclassification In anticipation of the Offering, the Company will undertake a corporate reorganization to simplify its capital structure. The principal elements of the reorganization are as follows: (a) Conversion of Preferred Stock. All outstanding shares of preferred stock of the Company will be converted into shares of Common Stock immediately prior to the effectiveness of the Regi

1. Current Board of Directors The Company's current Board of Directors consists of seven members as follows: The Board currently has three independent directors (Warren Okoro, Catherine Liang, and Richard Estavez) and four non-independent directors (Garrett Calloway, Elaine Briggs, Hugh Pemberton, and Diane Kovac). A majority of the Board (four of seven) is not independent. The implications of this composition for NY

2. Committee Formation In connection with the Offering, the Board will establish the following standing committees, each of which will operate pursuant to a written charter to be prepared by Calderwood & Harkness: Audit Committee: The Audit Committee will consist entirely of independent directors as required by the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934. Warren Okoro has b

3. Governance Documents to be Prepared Calderwood & Harkness will prepare or substantially revise the following governance documents in connection with the Offering: (a) Amended and Restated Certificate of Incorporation (IPO Form). The Certificate of Incorporation will be amended and restated to reflect the post-IPO capital structure, including the authorization of shares of Common Stock and preferred stock, the elim

4. Controlled-Company Exemption If Pinnacle Vista holds more than 50% of the total voting power of the Company's outstanding Common Stock following the Offering, the Company will be a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual. As a controlled company, the Company would be exempt from certain NYSE corporate governance requirements, including the requirements to have a

5. Public-Company Readiness The working group will discuss the Company's readiness to operate as a publicly traded company. Key items include: (a) SOX 404 Compliance Timeline. As an emerging growth company, CBR will not be required to provide an auditor attestation report on internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. However, management will be required to include an as

III. DAY 2 — TUESDAY, MARCH 15, 2022 A. Business Overview and Due Diligence Framework (9:00 a.m. – 11:00 a.m.) Garrett Calloway, Elaine Briggs, and Sandra Haverford will lead a presentation on the Company's business, operations, and development pipeline. This session is intended to provide the working group with a foundational understanding of the Company's business that will inform the drafting of the Registration S

1. Company Background Calloway-Briggs Renewables Inc. was founded in 2014 by Garrett Calloway and Elaine Briggs with a vision to develop, construct, and operate utility-scale renewable energy projects across the United States. The Company's initial focus was on solar photovoltaic generation in Texas, and it has since expanded its platform to include onshore wind generation and battery energy storage systems across mu

2. Operating Portfolio As of the date of this meeting, the Company has approximately 3.8 GW of operating renewable energy capacity across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma. In addition, the Company has approximately 1.4 GW of capacity under construction and a robust 6.2 GW development pipeline at various stages of advancement.

3. Key Projects The following table summarizes the Company's most significant projects across its operating, under-construction, and development portfolios: The Company's portfolio is geographically diversified across the leading renewable energy markets in the United States and includes projects that benefit from favorable solar irradiance, wind resources, and proximity to major load centers and transmission infrast

4. Subsidiary Structure The Company's operations are conducted through a multi-tiered subsidiary structure designed to isolate project-level risks and facilitate project finance. The principal subsidiaries are as follows: CBR Holdings LLC — a Delaware limited liability company, 100% owned by Calloway-Briggs Renewables Inc. CBR Holdings serves as the intermediate holding company for the Company's operating and develop

5. Due Diligence Plan Calderwood & Harkness will manage the due diligence process for the Offering. The due diligence plan is summarized as follows: (a) Due Diligence Request Lists. Calderwood & Harkness (Brendan Walsh and Natasha Forbes) will circulate comprehensive due diligence request lists covering the following categories: corporate and general matters, regulatory and environmental permitting, tax, intellectual

1. Financial Highlights The following table presents selected financial data for the Company for the periods indicated: The Company has demonstrated strong revenue growth, with revenues increasing from $312.8 million in FY 2019 to $487.3 million in FY 2021, representing a compound annual growth rate of approximately 24.8%. Adjusted EBITDA has grown from $138.7 million to $218.6 million over the same period, reflectin

2. Auditor Discussion Gregory Sondheim, Lead Engagement Partner at Ashford & Pemberton LLP, will discuss the following matters: (a) Independent Auditor. Ashford & Pemberton LLP serves as the Company's independent registered public accounting firm. Ashford & Pemberton has audited the Company's consolidated financial statements for FY 2019, FY 2020, and FY 2021 in accordance with the standards of the Public Company Acc

3. CFO Presentation Marcus Yoon, Chief Financial Officer, will present to the working group regarding the Company's revenue recognition policies, segment reporting considerations (including whether the Company operates one or more reportable segments under ASC 280), and critical accounting estimates. This presentation will inform the drafting of the MD&A and financial statement footnotes in the Registration Statement

1. Form S-1 Structure and Assignment of Drafting Responsibilities The Registration Statement on Form S-1 will consist of two principal parts: Part I (the Prospectus) and Part II (Information Not Required in the Prospectus). The following table sets forth the assignment of primary drafting responsibility for each section. The designation of a primary drafter does not preclude other members of the working group from re

2. Drafting Schedule The working group will adhere to the following drafting schedule: First Full Draft of All S-1 Sections: Target completion by the end of the first week of April 2022. All-Hands Drafting Sessions: Commencing March 21, 2022 and continuing through April 29, 2022, with regular sessions scheduled as needed based on the progress of drafting. Internal Review Cycle: All sections will be reviewed by the re

3. Emerging Growth Company Status The Company qualifies as an "emerging growth company" (EGC) as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company's total annual gross revenue for its most recently completed fiscal year (FY 2021) was $487,300,000, which is below the $1.235 billion revenue threshold for EGC eligibility. As an EGC, the Company is entitled to the following accommod

Section 423 Qualification: The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), which provides favorable tax treatment to participating employees.

3. Proposed IPO Equity Grants The Company proposes to make the following equity grants to named executive officers in connection with the Offering, subject to approval by the Board of Directors and the Compensation Committee: Chief Executive Officer (Garrett Calloway): 500,000 RSUs President, Development (Elaine Briggs): 400,000 RSUs Chief Financial Officer (Marcus Yoon): 300,000 RSUs Other Named Executive Officers:

4. Section 409A Valuation and Cheap-Stock Analysis Calderwood & Harkness (Leonard Cross, Tax) will prepare a review memorandum addressing the Company's historical common stock valuations for purposes of Section 409A of the Code and the potential need for a "cheap stock" analysis. The cheap-stock analysis will examine whether any equity awards granted in the twelve-month period prior to the IPO were priced below the f

5. Compensation Consultant Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director) has been retained by the Board of Directors to serve as the independent compensation consultant. Clarendon Rowe will provide benchmarking data, peer group analysis, and recommendations regarding executive compensation levels, incentive plan design, and the appropriateness of the proposed IPO equity grants. The findi

IV. DAY 3 — WEDNESDAY, MARCH 16, 2022 A. Existing Debt and Financing Arrangements (9:00 a.m. – 11:00 a.m.) Marcus Yoon (CFO), Priya Anand (SVP, Finance & Treasurer), and Jennifer Kwon (Calderwood & Harkness) will lead a detailed review of the Company's existing debt and financing arrangements. This session is critical for the drafting of the "Description of Indebtedness" section and the "Use of Proceeds" section of t

1. Outstanding Indebtedness As of December 31, 2021, the Company had total outstanding indebtedness of approximately $1.71 billion. The following table summarizes the Company's principal debt facilities: The Corporate Revolving Credit Facility provides the Company with a $400,000,000 senior secured revolving credit commitment that is available for general corporate purposes and working capital needs. As of December 3

2. IPO Consent and Notice Requirements The Offering will trigger consent and notice requirements under certain of the Company's existing financing arrangements. Calderwood & Harkness will prepare a comprehensive analysis of these requirements and coordinate the consent and notice process: (a) Veltrano National Bank — Corporate Credit Agreement. The corporate credit agreement governing the Revolving Credit Facility an

3. Use of Proceeds — Debt Repayment As described in the Transaction Overview session, the Company intends to apply approximately $200,000,000 of the net proceeds from the primary offering to repay a portion of the outstanding indebtedness under the Corporate Term Loan B with Veltrano National Bank. The prepayment is expected to be subject to a prepayment premium of 1.00%, resulting in a premium payment of approximate

4. Tax-Equity Considerations The working group will discuss the tax-equity considerations associated with the Company's portfolio, with a particular focus on the Solaris West partnership-flip structure with Veltara Basin Financial LLC: (a) Partnership-Flip Structure. The Solaris West tax-equity partnership is structured as a partnership flip, under which Veltara Basin Financial receives a disproportionate share of ta