Contract analysis

I. ATTENDEES The following persons attended one or more sessions of the organizational meeting held from March 14 through March 18, 2022 at the offices of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. Unless otherwise indicated below, each attendee was present in person for all five days of sessions. Attendees who participated remotely or for limite

I. Ashford & Pemberton LLP (Independent Auditor) • Gregory Sondheim, Lead Engagement Partner, CPA • Irene Valdez, Audit Manager, CPA (attended March 15 and March 16 financial sessions) J. Broadmark Strategic Communications Inc. (Investor Relations Advisor) • Jason Eklund, Managing Director (attended March 17 communications and roadshow strategy session) K. Other Attendees — Partial Attendance • Alan Kessler, Managing

II. OVERVIEW OF MEETING SESSIONS The organizational meeting for the proposed initial public offering of common stock of Calloway-Briggs Renewables Inc. spanned five business days, from Monday, March 14 through Friday, March 18, 2022. The meeting was hosted at the Company's principal offices in Austin, Texas, with certain participants joining by videoconference as noted above. The sessions were structured to address e

III. SUMMARY OF KEY DECISIONS The following is a summary of the key decisions reached and matters discussed during the organizational meeting sessions. These decisions are subject to refinement and further negotiation as the registration process proceeds, and certain matters described below remain subject to the approval of the Company's Board of Directors, the underwriters, and applicable regulatory authorities. A.

1. Security. Common Stock, par value $0.01 per share, of Calloway-Briggs Renewables Inc., a corporation organized under the laws of the State of Delaware.

2. Proposed Aggregate Offering Size. The total proposed aggregate offering size, inclusive of full exercise of the overallotment option, is approximately $600,000,000. The base offering is expected to be approximately $521,700,000 in gross proceeds, with the overallotment option (a standard 15% greenshoe) providing approximately $78,300,000 in additional gross proceeds upon full exercise. The working group acknowledg

3. Assumed Mid-Range IPO Price. For purposes of all initial drafting, filing, and internal modeling, the working group agreed to use an assumed mid-range IPO price of $22.00 per share. On this basis, the number of shares to be offered was estimated as follows: • Base shares: approximately 23,713,636 shares • Overallotment shares: approximately 3,559,091 shares • Total shares (assuming full exercise of overallotment o

4. Pre-IPO Shares Outstanding. There are currently 100,000,000 shares of common stock outstanding on a fully diluted basis, after giving effect to the conversion of all outstanding shares of preferred stock and the reclassification of the Company's capitalization structure in connection with the IPO.

5. Post-IPO Shares Outstanding. The number of shares outstanding immediately following the IPO is estimated as follows: • Base offering (no overallotment exercise): 123,713,636 shares • Full overallotment exercise: 127,272,727 shares

6. Primary and Secondary Split. The offering will include both primary shares (newly issued by the Company) and secondary shares (sold by Pinnacle Vista Capital Partners III, LP). The allocation is as follows: • Company (primary shares): approximately $371,700,000 in gross proceeds (approximately 16,895,455 shares at the assumed mid-range price of $22.00 per share) • Pinnacle Vista Capital Partners III, LP (secondary

7. Use of Proceeds (Primary Portion). The Company intends to use the net proceeds from the sale of primary shares as follows: • Approximately $200,000,000 to repay a portion of the outstanding balance under the Term Loan B facility with Veltrano National Bank, as administrative agent, which has an outstanding principal balance of approximately $612,500,000 as of the date hereof; • Approximately $100,000,000 to fund t

8. Listing. The Company intends to apply to list the common stock on the New York Stock Exchange 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. B. Underwriting Economics The working group discussed and confirmed the following underwriting economics for the proposed off

1. Gross Spread. The gross underwriting discount will be 5.50% of the public offering price per share. Based on the assumed aggregate offering size of $600,000,000 (inclusive of full exercise of the overallotment option), the total underwriting discount is estimated at $33,000,000. The gross spread is consistent with market practice for IPOs of this size in the renewable-energy sector.

2. Allocation of Gross Spread. The gross spread will be allocated among the components of the underwriting compensation as follows: • Management fee: 20% of gross spread ($6,600,000) • Underwriting fee: 20% of gross spread ($6,600,000) • Selling concession: 60% of gross spread ($19,800,000)

3. Underwriter Share Allocation (Base Offering). The shares in the base offering will be allocated among the underwriters as follows:

4. Underwriter Expense Reimbursement Cap. The Company agreed to reimburse the underwriters for reasonable, documented out-of-pocket expenses, subject to a cap of $350,000, which amount is inclusive of FINRA-related fees and expenses. This cap will be referenced in the FINRA corporate financing application.

5. Oliver Marchetti of Hargrove Keating & Co. confirmed the composition of the underwriting syndicate, noting that the two co-managers, Barfield Stuart & Co. and Crane Whitley Capital LLC, were selected on the basis of their sector coverage capabilities in the renewable-energy and clean-technology verticals and their established institutional distribution platforms. Mr. Marchetti further noted that the allocation per

1. Lock-Up Period. Each lock-up party will agree to a lock-up period of 180 days following the date of the final prospectus relating to the offering.

2. Lock-Up Parties. The lock-up agreements will be executed by all directors of the Company (including designated board observers, if any), all executive officers of the Company (as defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended), Pinnacle Vista Capital Partners III, LP (and its affiliated entities), and all holders of 1% or more of the outstanding shares of common stock of the Company imm

3. Lock-Up Release. The lock-up restrictions may be released prior to the expiration of the 180-day period upon (a) the prior written consent of Hargrove Keating & Co. (which consent may be granted or withheld in its sole discretion) or (b) the occurrence of a Change of Control (as such term will be defined in the lock-up agreement).

4. Issuer Lock-Up. The Company itself will agree not to issue, sell, offer to sell, grant any option or contract to sell, or otherwise dispose of or register any shares of common stock (or any security convertible into or exchangeable for common stock) for a period of 180 days following the date of the final prospectus, subject to customary exceptions, including (i) the issuance of shares pursuant to the Company's em

5. Carve-Outs. The lock-up agreements will contain customary carve-outs permitting: (i) transfers to affiliates of the lock-up party (provided that the transferee agrees to be bound by the lock-up), (ii) bona fide estate-planning transfers (provided that the transferee agrees to be bound by the lock-up), (iii) the adoption (but not the execution of trades under) a Rule 10b5-1 trading plan during the lock-up period, a

6. Margaret Yee of Prescott, Danforth & Yee LLP noted that her firm, acting as underwriters' counsel, would prepare and circulate the initial draft of the form of lock-up agreement to the working group, and that Calderwood & Harkness would have the opportunity to review and provide comments on behalf of the Company and its directors and officers. Ms. Yee indicated that the initial draft would be circulated by April 1

1. C-Corporation Structure Confirmed. After a thorough presentation and discussion of the relative merits of a traditional C-corporation IPO structure versus an "Up-C" structure involving a tax receivable agreement ("TRA"), the working group confirmed the decision to proceed with a straightforward C-corporation structure. Leonard Cross and Alan Kessler presented a comparative analysis addressing the key consideration

2. C-Corp vs. Up-C Memorandum. Leonard Cross agreed to prepare a detailed memorandum setting forth the analysis of the C-corporation structure versus the Up-C alternative, including a discussion of the tax consequences to Pinnacle Vista and the Company, the impact on financial reporting, and the rationale for the decision to proceed with the C-corporation structure. This memorandum is targeted for delivery by March 2

3. Tax-Equity Partnership-Flip Compliance Review. The working group identified the tax-equity partnership involving Solaris West Solar LLC and Veltara Basin Financial LLC (an aggregate investment of approximately $280,000,000) as requiring particular attention during the due diligence process. Calderwood & Harkness, in coordination with Kessler McBride, will conduct a compliance review of the partnership-flip structu

4. Section 409A Valuation Review. The working group agreed that Calderwood & Harkness, in coordination with CBR's finance team and Kessler McBride, will conduct a review of all equity grants made by the Company from 2019 through Q1 2022 to confirm compliance with Section 409A of the Internal Revenue Code. This review will assess the valuation methodologies used in connection with the determination of the exercise pri

1. Audited Financial Statements. Gregory Sondheim of Ashford & Pemberton LLP confirmed that audited consolidated financial statements of the Company for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 are complete and available for inclusion in the registration statement on Form S-1. Mr. Sondheim noted that the audit opinions for each of the three fiscal years are unqualified and th

2. Interim Financial Data. Unaudited interim financial data for the first quarter of 2022 (i.e., for the quarter ended March 31, 2022) will be prepared by the Company's finance team under the supervision of Marcus Yoon and Priya Anand and will be subject to review (but not audit) by Ashford & Pemberton LLP in accordance with SAS 100 (AU-C 930). The interim financial data is expected to be included in the registration

3. Comfort Letter Procedures. The working group discussed the procedures for issuance of the comfort letter by Ashford & Pemberton LLP. Three circle-ups are planned in connection with the offering: (a) an initial comfort letter to be delivered at the time of the pricing of the offering, (b) a bring-down comfort letter to be delivered at pricing (if pricing occurs on a date different from the initial delivery date), a

4. Comfort Letter Request. The comfort letter request letter will be drafted by the lead-left book-running manager, Hargrove Keating & Co. (Oliver Marchetti and Daniel Furman), and will be reviewed and commented upon by Calderwood & Harkness (on behalf of the Company) and Prescott, Danforth & Yee LLP (on behalf of the underwriters) prior to submission to Ashford & Pemberton. The comfort letter request is expected to

5. Change-Period and Tick-and-Tie Procedures. The change-period coverage and tick-and-tie procedures will be coordinated between Ashford & Pemberton (Irene Valdez) and the Company's finance team (Marcus Yoon and Priya Anand). The procedures will cover the period from the most recent audited balance sheet date through a date not more than five business days prior to the date of the initial comfort letter, and a subseq

1. Amended and Restated Certificate of Incorporation. The Company will adopt an Amended and Restated Certificate of Incorporation, to become effective upon the closing of the IPO. Calderwood & Harkness will prepare the initial draft. The Amended and Restated Certificate of Incorporation is expected to include the following key provisions: (a) A classified board of directors structure, with directors divided into thre

2. Amended and Restated Bylaws. The Company will adopt Amended and Restated Bylaws, also to become effective upon the closing of the IPO. The Amended and Restated Bylaws will include, among other provisions, advance-notice requirements for stockholder nominations and stockholder proposals and a forum-selection clause consistent with the exclusive forum provision in the Amended and Restated Certificate of Incorporatio

3. Board Committees (Post-IPO). The following standing committees of the Board of Directors will be constituted upon the closing of the IPO, with the following proposed composition: (a) Audit Committee: Warren Okoro (Chair and designated audit committee financial expert under SEC rules), Catherine Liang, and Richard Estavez. Each member is expected to satisfy the independence requirements of Rule 10A-3 under the Secu

4. Controlled-Company Status. The working group discussed the potential application of the NYSE's "controlled-company" exemption under Section 303A.00 of the NYSE Listed Company Manual. Based on the proposed offering structure, Pinnacle Vista Capital Partners III, LP is expected to hold approximately 49% of the post-IPO voting power of the Company (calculated on the basis of the base offering without exercise of the

5. Emerging Growth Company Status. The working group confirmed that CBR qualifies as an "emerging growth company" ("EGC") as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, as added by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company's total annual gross revenue for the fiscal year ended December 31, 2021 was $487,300,000, which is below the $1.235 billion threshold

6. Stockholders' Agreement. The working group discussed the proposed Amended and Restated Stockholders' Agreement, which will replace the existing pre-IPO stockholders' agreement and will become effective upon the closing of the IPO. The Amended and Restated Stockholders' Agreement is expected to include the following key provisions: (a) Board Designation Rights for Pinnacle Vista: Pinnacle Vista Capital Management L

7. Registration Rights Agreement. The working group discussed the proposed Registration Rights Agreement, which will also become effective upon the closing of the IPO. The Registration Rights Agreement is expected to include the following key provisions: (a) Demand Registration Rights: Pinnacle Vista Capital Partners III, LP will have the right to require the Company to file a registration statement under the Securit

8. Indemnification Agreements. The Company will enter into individual indemnification agreements with each of its directors and executive officers, in a form to be prepared by Calderwood & Harkness and approved by the Board of Directors. The indemnification agreements will provide for indemnification and advancement of expenses to the fullest extent permitted by the DGCL and will supplement the indemnification provis

3. IPO Equity Grants (Proposed). The working group discussed proposed initial IPO equity grants to the Company's named executive officers, subject to final sizing and benchmarking by Clarendon Rowe Advisory Group LLC. The preliminary grant recommendations are as follows: • Garrett Calloway (Chairman and Chief Executive Officer): 500,000 RSUs • Elaine Briggs (President, Development): 400,000 RSUs • Marcus Yoon (Chief

4. Board and Stockholder Approval. Both the Equity Plan and the ESPP will require approval by the Board of Directors and adoption by the stockholders of the Company. Given that Pinnacle Vista Capital Partners III, LP and the Founders (Garrett Calloway and Elaine Briggs) collectively hold in excess of 90% of the voting power of the Company, the stockholder approval is expected to be obtained by written consent in lieu

1. Transfer Agent and Registrar. Continental Shareowner Services, Inc. (contact: Maria Costello, Vice President, Corporate Actions), 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004. Sandra Haverford confirmed that Continental Shareowner Services was selected following a competitive bid process that included proposals from three transfer agents. Continental Shareowner Services was selected on the

2. Financial Printer. Ridgeway Financial Printing Corp. (contact: Alan Greenidge, Account Director), 79 Madison Avenue, New York, New York 10016. Ridgeway Financial Printing was selected on the basis of its EDGAR filing capabilities, including its proprietary XBRL-tagging technology, as well as its prior experience with renewables-sector IPOs and its familiarity with Calderwood & Harkness's formatting specifications.

3. D&O Insurance Broker. Dravello Place Insurance Advisors LLC (contact: Nina Radcliffe), 250 Greenwich Street, Suite 3700, New York, New York 10007. Fenwick Place is the Company's existing D&O insurance broker and will be retained to procure an IPO-level D&O insurance tower, as discussed further in Section III.I below.

4. Investor Relations Advisor. Broadmark Strategic Communications Inc. (contact: Jason Eklund, Managing Director), 640 Fifth Avenue, Suite 1205, New York, New York 10019. Broadmark has been engaged to provide IPO communications strategy, roadshow preparation (including investor presentation design and logistics coordination), and post-IPO analyst-day coordination. Mr. Eklund participated in the March 17 session and p

5. Compensation Consultant (Board-Retained). Clarendon Rowe Advisory Group LLC (contact: Patricia Voss, Senior Managing Director), 300 Atlantic Street, Suite 800, Stamford, Connecticut 06901. Clarendon Rowe has been retained by the Board of Directors (through the Compensation Committee) to provide executive compensation benchmarking and equity plan design recommendations in connection with the IPO. Ms. Voss participa

6. Environmental/Technical Consultant. Greenridge Environmental Sciences LLC (contact: Dr. Nadine Torres), 8400 Shoal Creek Blvd., Suite 200, Austin, Texas 78757. Greenridge Environmental Sciences has an existing engagement with the Company for Phase I and Phase II environmental site assessments at the Company's project sites. In connection with the IPO, Greenridge will provide updated summaries of its assessments fo

I. D&O Insurance The working group discussed the Company's existing directors' and officers' liability insurance program and its adequacy in light of the transition to public-company status.

1. Existing D&O Tower. The Company's existing D&O insurance tower provides aggregate coverage of $50,000,000 and is structured as follows: • Primary Layer: Meridian National Assurance Company (Policy No. DNO-22-048871) • Excess Layer 1: Stonebridge Indemnity Corp. • Excess Layer 2: Commonwealth Omnivrel Insurance Ltd. • Annual Premium: $1,870,000 The existing tower is to be reviewed for adequacy in light of the Compa

2. Refreshed Quotes and Side A DIC Coverage. Dravello Place Insurance Advisors LLC (Nina Radcliffe) will be instructed to obtain refreshed quotes from the current carriers and from additional prospective carriers to confirm that the coverage limits, retentions, and terms are appropriate for a publicly traded renewables company of CBR's size and risk profile. In particular, Fenwick Place will confirm that the Side A d

3. D&O Coverage Memorandum. Calderwood & Harkness will prepare a memorandum assessing the public-company readiness of the existing D&O insurance tower, including an analysis of coverage adequacy, policy terms and conditions, and recommendations for any enhancements or supplements that may be advisable in connection with the IPO. This memorandum is targeted for delivery in conjunction with the D&O placement request le

1. Corporate Credit Facility (Veltrano National Bank, Administrative Agent). The Company is party to a credit agreement with Veltrano National Bank, N.A., as administrative agent, providing for a $400,000,000 revolving credit facility (maturity: January 2027) and a $650,000,000 Term Loan B facility ($612,500,000 currently outstanding; maturity: January 2029). The IPO is expected to trigger certain change-of-control n

2. Project-Finance Facilities (Prairie Commercial Bank, N.A.). The Company's subsidiaries are party to project-finance facilities with Prairie Commercial Bank, N.A., as administrative agent, including (a) the Mesquite Wind construction-to-term facility ($165,000,000; conversion to term facility expected December 2024) and (b) the Cimarron Solar construction-to-term facility ($143,000,000; conversion to term facility

3. Tax-Equity Partnership (Veltara Basin Financial LLC). The Company's subsidiary, Solaris West Solar LLC, is party to a tax-equity partnership-flip arrangement with Veltara Basin Financial LLC, with approximately $280,000,000 invested by the tax-equity investor. The partnership flip is currently expected to occur in 2028. Calderwood & Harkness will review the partnership agreement and related documentation to confir

4. Use of Proceeds / Debt Repayment. As noted in Section III.A.7 above, the Company intends to use approximately $200,000,000 of the net proceeds from the primary offering to prepay a portion of the outstanding balance under the Term Loan B facility with Veltrano National Bank. The prepayment will be subject to a prepayment premium of 1.00% of the amount prepaid, resulting in a premium of $2,000,000, which amount wil

1. Pre-Money Equity Valuation. Based on the assumed mid-range IPO price of $22.00 per share and 100,000,000 pre-IPO shares outstanding, the implied pre-money equity valuation of the Company is $2,200,000,000.

2. Post-Money Equity Valuation (Base Offering). Based on the assumed mid-range IPO price of $22.00 per share and 123,713,636 shares outstanding following the base offering (without exercise of the overallotment option), the implied post-money equity valuation of the Company is approximately $2,721,700,000.

3. Enterprise Value (FY 2021). The working group estimated the enterprise value of the Company as approximately $4,246,700,000, calculated as the sum of the post-money equity value ($2,721,700,000) and total debt ($1,710,000,000, comprising the revolving credit facility, the Term Loan B, and the project-finance facilities), less estimated cash on hand of approximately $185,000,000.

4. EV/EBITDA Multiple (FY 2021). Based on the estimated enterprise value of approximately $4,246,700,000 and the Company's reported Adjusted EBITDA for the fiscal year ended December 31, 2021 of $218,600,000, the implied EV/EBITDA multiple is approximately 19.4x.