Contract analysis

I. PURPOSE This memorandum sets forth the Calderwood & Harkness LLP ("C&H" or the "Firm") staffing plan and workstream assignments for the representation of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with its proposed initial public offering (the "IPO" or the "Offering") of approximately $600,000,000 of common stock (the "Common Stock") on the New York Stock Exchange (the "NYSE") under the

II. CORE TEAM COMPOSITION Set forth below is a description of each member of the C&H deal team, together with a summary of such team member's role and key responsibilities in connection with the Offering. A. Jennifer Kwon — Responsible Partner, Capital Markets Role: Overall supervisory responsibility for the engagement; primary client relationship partner. Jennifer Kwon will serve as the responsible partner on the en

1. Strategic Guidance. Provide strategic guidance on all workstreams throughout the engagement, including with respect to SEC registration and review, corporate governance structuring, underwriting agreement negotiation, and offering timing and execution. Ms. Kwon will be responsible for ensuring that all workstreams are proceeding in accordance with the project timeline and that material issues are identified and es

2. Registration Statement Review. Serve as the senior-level reviewer of the registration statement on Form S-1 (including all amendments thereto and exhibits filed therewith). Ms. Kwon will review all substantive sections of the prospectus and Part II of the registration statement prior to each filing, with particular focus on disclosure adequacy, legal compliance, and consistency with due diligence findings.

3. Underwriting Agreement Negotiations. Lead negotiations with underwriters' counsel, Margaret Yee of Prescott, Danforth & Yee LLP ("PD&Y"), on the underwriting agreement, including all material terms relating to representations and warranties, indemnification, conditions to closing, termination provisions, lock-up mechanics, and overallotment option structure. Ms. Kwon will participate in all senior-level negotiatio

4. Client Communications. Serve as the principal point of contact with Sandra Haverford (CBR General Counsel & Corporate Secretary) and Garrett Calloway (Chairman & CEO) on all material issues arising in connection with the Offering. Ms. Kwon will handle all communications involving strategic, board-level, or sensitive matters and will be available to participate in meetings of the CBR Board of Directors or committee

5. Selling Stockholder Coordination. Coordinate with counsel to Pinnacle Vista Partners, L.P. ("Pinnacle Vista"), namely Christine Navarro and Philip Archer of Whitfield Archer & Doss LLP ("WA&D"), on all selling-stockholder matters, including the Stockholders' Agreement, the Registration Rights Agreement, and the terms on which Pinnacle Vista will participate in the Offering as a selling stockholder. Ms. Kwon will a

6. SEC Comment Strategy. Provide oversight and direction on the strategy for responding to SEC comment letters, including determination of the appropriate level of disclosure enhancement, revisions to the registration statement, and supplemental submissions. Ms. Kwon will review and approve all response letters prior to filing.

7. Legal Opinions and Closing Deliverables. Final review and approval of all legal opinions to be delivered by C&H in connection with the Offering, including the enforceability and valid-issuance opinion to the underwriters, the negative assurance (10b-5) letter, and the tax opinion (prepared by Leonard Cross) to be filed as an exhibit to the registration statement. Ms. Kwon will also review and approve all closing d

8. Underwriter Coordination. Coordinate with Oliver Marchetti of Hargrove Keating & Co. ("Hargrove Keating"), the lead-left book-runner, on the overall offering timeline, market-readiness assessments, lock-up matters, and pricing mechanics. Ms. Kwon will participate in all status calls with the senior banking team and will serve as the primary legal point of contact for senior bankers at the underwriting syndicate. B

1. Billing and Budget Management. Management of all billing and budgetary matters for the engagement, including monitoring of fees and expenses against the agreed-upon fee arrangement. The engagement operates on a monthly retainer of $125,000 plus hourly overage, with a success fee of $1,750,000 payable upon pricing of the Offering (as set forth in the Engagement Letter).

2. Invoice Review. Review of all invoices and engagement economics prior to submission to CBR. Mr. Langston will ensure that all time entries are appropriately recorded, that billing narratives are consistent with firm guidelines and client expectations, and that all invoices accurately reflect the work performed during each billing period.

3. Substantive Backup. Available for substantive backup on registration statement review and underwriting agreement negotiation as needed, particularly during periods of peak activity or if scheduling conflicts arise for Ms. Kwon. Mr. Langston brings extensive capital markets experience and will be prepared to step in on short notice for any workstream requiring partner-level attention.

4. Client Financial Contact. Coordination with CBR's SVP, Finance & Treasurer, Priya Anand, on all billing-related inquiries, including invoicing logistics, retainer reconciliation, and any questions regarding the fee arrangement or expense reimbursement. C. Brendan Walsh — Lead Associate, Capital Markets Role: Day-to-day lead on all transactional workstreams; primary drafter and point of contact for routine matters.

1. Registration Statement Drafting. Lead drafter of the registration statement on Form S-1 (Part I — Prospectus and Part II — Information Not Required in Prospectus), including all of the following sections: • Prospectus Summary • Risk Factors • Use of Proceeds • Dividend Policy • Capitalization • Dilution • Selected Financial Data • Management's Discussion and Analysis of Financial Condition and Results of Operation

2. Underwriting Agreement. Drafting and negotiation of the underwriting agreement (issuer-side comments on drafts received from PD&Y). Mr. Walsh will prepare comment letters and markup correspondence with Margaret Yee and Scott Halverson of PD&Y, subject to review by Ms. Kwon prior to transmission. Mr. Walsh will also prepare an internal negotiation points memorandum identifying key open issues and recommended positi

3. Lock-Up Agreements. Drafting and negotiation of the form of lock-up agreement (180-day lock-up period) and issuer lock-up provisions. Mr. Walsh will prepare a lock-up release procedures memorandum and an issuer lock-up negotiation analysis memorandum.

4. Corporate Governance Documents. Drafting of all corporate governance documents required in connection with the IPO, including the following: • Amended and Restated Certificate of Incorporation (IPO form) • Amended and Restated Bylaws (IPO form) • Stockholders' Agreement (IPO form) • Registration Rights Agreement

5. Due Diligence Coordination. Overall coordination of due diligence across all workstreams. Mr. Walsh will prepare due diligence request lists covering the following areas: corporate/general, material contracts, litigation, debt/financing, real property/leases, intellectual property, and insurance. Mr. Walsh will also prepare due diligence memoranda for the following areas: corporate organization, material contracts

6. SEC Correspondence. Preparation of SEC response letters (working with Natasha Forbes under Jennifer Kwon's supervision). Mr. Walsh will serve as the lead drafter of all response letters and will coordinate with Natasha Forbes on the comment tracking matrix and resolution notes.

7. Lender Consent Documentation. Preparation and negotiation of lender consent documentation, including: • Veltrano National Bank consent request and form of consent (corporate credit facility — $400M Revolving Credit Facility and $650M Term Loan B) • Prairie Commercial Bank notice letters (project-level financing — Mesquite Wind and Cimarron Solar) • Veltara Basin Financial LLC consent request (tax-equity partnershi

8. Selling-Stockholder Documentation. Drafting of all selling-stockholder documentation, including the selling stockholder questionnaire, representation letter, custody agreement, and power of attorney. Mr. Walsh will handle working-level correspondence with Christine Navarro and Derek Fong of WA&D.

9. Closing Documents. Drafting of all closing documents, including: • Officer's certificate (CEO/CFO) • Secretary's certificate • Cross-receipt • Legal opinion (Calderwood & Harkness to underwriters) • Negative assurance (10b-5) letter

10. NYSE and FINRA Filings. Preparation of the NYSE listing application and cover letter; FINRA corporate financing application. Mr. Walsh will supervise Natasha Forbes in connection with the preparation of these filings and will review all submissions prior to filing.

11. Printing and Filing Logistics. Coordination with Ridgeway Financial Printing Corp. (Alan Greenidge) on EDGAR filing logistics, printer's proofs, and prospectus printing.

12. Roadshow Preparation. Coordination with Broadmark Strategic Communications Inc. (Jason Eklund) on roadshow preparation as needed, including review of roadshow materials for legal compliance and consistency with prospectus disclosure.

13. Internal Memoranda. Preparation of the following internal memoranda and analyses: • Underwriting agreement negotiation points memorandum • Issuer lock-up negotiation analysis • Anti-takeover provisions analysis • Related-party transactions analysis • Use-of-proceeds/debt repayment mechanics memorandum • IPO readiness assessment memorandum (jointly with Natasha Forbes) • Lock-up release procedures memorandum • Dor

14. Day-to-Day Liaison. Serve as the day-to-day liaison with CBR management (Sandra Haverford, Marcus Yoon, and Priya Anand), with the underwriter banking teams at Hargrove Keating & Co. (Sonia Tran and Daniel Furman), Linden Pratt Securities (Rebecca Innes and James Alcorn), and Graymont Brothers (Kenneth Sato and Lisa Trujillo), and with other members of the working group as necessary. D. Natasha Forbes — Working A

1. Registration Statement Drafting Support. Drafting support on all S-1 sections under Brendan Walsh's direction, with particular focus on the following sections: risk factors, business section, regulatory and environmental overview, and selected financial data. Ms. Forbes will be responsible for initial drafts of these sections, subject to Mr. Walsh's review and Ms. Kwon's final approval.

2. Due Diligence Request Lists and Memoranda. Preparation of due diligence request lists in the following areas: regulatory/environmental/permitting and employment/benefits. Preparation of due diligence memoranda in the following areas: regulatory and permitting, employment and benefit plans, environmental, and insurance coverage. These memoranda will identify material findings, open issues, and recommended disclosur

3. Due Diligence Summary Memorandum. Preparation of the due diligence summary memorandum, which will consolidate overall findings and key issues across all due diligence workstreams into a comprehensive roll-up for review by Jennifer Kwon. The summary memorandum will highlight material issues requiring further attention, disclosure implications, and recommended actions.

4. SEC Comment Letter Tracking. Preparation and maintenance of the SEC comment letter tracking matrix, covering all 25 comments received across two rounds of SEC review, with detailed resolution notes and cross-references to the applicable S-1 amendments. Ms. Forbes will ensure that all comments are tracked to final resolution and that corresponding changes to the registration statement are properly documented.

5. Comfort Letter Review. Review and analysis of the comfort letter to be delivered by Ashford & Pemberton LLP (Gregory Sondheim, lead engagement partner; Irene Valdez, audit manager). Ms. Forbes will prepare the C&H review memorandum on the comfort letter, addressing scope, procedures, circle-up methodology, and change-period coverage. Ms. Forbes will also coordinate with Ashford & Pemberton on comfort letter scope,

6. Blue Sky Matters. Preparation of the blue sky survey memorandum, the blue sky filing checklist and status tracker, and Form U-2 templates. Ms. Forbes will analyze NSMIA preemption for NYSE-listed covered securities and identify any state-specific filing requirements.

7. NYSE and FINRA Compliance. Preparation of the NYSE listing standards compliance analysis memorandum and the FINRA Rule 5110 compliance analysis memorandum. Ms. Forbes will also prepare supporting schedules for the FINRA filing, including underwriter compensation detail, lock-up terms, and related-party disclosure.

8. Master Closing Checklist. Preparation of the master closing checklist, which will identify all documents, certificates, opinions, and other deliverables required at closing, together with the responsible party and status for each item.

9. Good-Standing Certificates. Preparation and transmission of good-standing certificate request letters for CBR in the State of Delaware and the State of Texas, as well as for 10 material subsidiaries organized or qualified in the following jurisdictions: Delaware, Texas, Oklahoma, Arizona, and New Mexico.

10. Indemnification Agreement Tracking. Maintenance of a schedule of executed indemnification agreements for 7 directors and 6 named executive officers, including monitoring of execution status and follow-up as needed.

11. Lock-Up Agreement Tracking. Maintenance of a schedule of 18 lock-up agreement signatories, including execution status monitoring. As of June 17, 2022, 15 of 18 lock-up agreements have been executed.

12. Transfer Agent and DTC Eligibility. Coordination with Continental Shareowner Services, Inc. (Maria Costello) on transfer agent engagement, DTC eligibility, and related matters.

13. Controlled-Company Exemption Memorandum. Preparation of a memorandum analyzing the controlled-company exemption under NYSE rules, including an analysis of Pinnacle Vista's post-IPO voting power and the phase-in schedule for independent director requirements.

14. EGC Status Memorandum. Preparation of a memorandum analyzing CBR's status as an "emerging growth company" under the JOBS Act. CBR qualifies for EGC status based on fiscal year 2021 total annual gross revenue of $487.3 million, which is below the $1.235 billion threshold. The memorandum will address the scaled disclosure accommodations available to CBR, including confidential submission of the registration stateme

15. Reactivation Readiness Checklist. Preparation of a reactivation readiness checklist identifying all conditions that must be satisfied in order to recommence the Offering following any period of dormancy, including updated financial statements, refreshed comfort letter, updated D&O insurance quotes, market assessment, and re-execution of lock-up agreements as necessary.

16. Quarterly Status Update Template. Preparation of a template for quarterly status update communications to CBR management during any period of dormancy.

17. Environmental Coordination. Coordination with Greenridge Environmental Sciences (Dr. Nadine Torres) on environmental consent matters and Phase I/II environmental site assessments as required. E. Leonard Cross — Specialist Partner, Tax Role: Tax specialist; responsible for all tax-related workstreams. Leonard Cross will serve as the specialist tax partner on the engagement, with responsibility for all tax-related

1. Tax Structure Memorandum. Preparation of a memorandum analyzing the relative merits of a traditional C-corporation structure versus an "Up-C" (umbrella partnership—C corporation) structure for purposes of the IPO. The memorandum will include a recommendation to proceed as a C-corporation, together with an analysis of tax receivable agreement ("TRA") considerations and tax-efficiency trade-offs for both the Company

2. Tax-Equity Structure Memorandum. Preparation of a memorandum analyzing the partnership-flip compliance aspects of the Company's principal tax-equity arrangement — the Solaris West tax-equity arrangement with Veltara Basin Financial LLC ("Veltara Basin"), involving approximately $280 million of invested capital. The memorandum will address the expected flip date (2028), Investment Tax Credit ("ITC") recapture risk,

3. ITC/PTC Analysis Memorandum. Preparation of a memorandum analyzing Investment Tax Credit and Production Tax Credit eligibility across CBR's project portfolio, including safe-harbor analysis, begin-construction requirements, continuity-of-construction standards, and potential legislative changes that could affect the Company's tax credit positions.

4. HLBV Methodology Review Memorandum. Preparation of a memorandum reviewing the Company's use of the Hypothetical-Liquidation-at-Book-Value ("HLBV") accounting methodology for its tax-equity partnerships. The memorandum will assess S-1 disclosure adequacy and will be prepared in coordination with Ashford & Pemberton LLP and Kessler McBride & Associates LLP (Alan Kessler and Linda McBride).

5. Section 409A Valuation Review Memorandum. Preparation of a memorandum reviewing the Company's common stock valuation history for purposes of Section 409A of the Internal Revenue Code, including option pricing methodology and cheap-stock analysis for equity grants issued from 2019 through Q1 2022.

6. Draft Tax Opinion. Preparation of a draft tax opinion for filing as an exhibit to the S-1 registration statement, addressing the material U.S. federal income tax consequences of the purchase, ownership, and disposition of CBR Common Stock for both U.S. holders and non-U.S. holders.

7. State and Local Tax Nexus Memorandum. Preparation of a memorandum analyzing CBR's tax nexus in Texas, New Mexico, Arizona, California, and Oklahoma, including state income and franchise tax implications for both the Company's operations and its stockholders.

8. Tax Due Diligence. Preparation of a tax due diligence request list (in coordination with Brendan Walsh) and a tax structure and tax-equity due diligence memorandum.

9. Tax-Equity Investor Consent Analysis. Preparation of a memorandum analyzing the consent and notice requirements applicable to the IPO under the Veltara Basin Financial partnership agreement, including the impact of the IPO on flip timing and confirmation that the IPO does not constitute a recapture event.

10. Prospectus Tax Section Review. Review of the "Material U.S. Federal Income Tax Consequences" section of the prospectus for accuracy and completeness.

11. Coordination with KMA. Coordination with Kessler McBride & Associates LLP (Alan Kessler, Managing Partner; Linda McBride, Partner — Tax Structures) on the Up-C/Down-C analysis, partnership-flip compliance, and HLBV analysis.

12. SEC Comment Responses — Tax. Preparation of tax-related responses to SEC comments, including those addressing the HLBV methodology in the first- and second-round comment letters.

III. WORKSTREAM ASSIGNMENTS SUMMARY The following summarizes the staffing assignments for each principal workstream, together with a description of the key deliverables associated with each workstream. This section is intended to provide a quick-reference guide for team members and should be used in conjunction with the detailed responsibility descriptions set forth in Section II above. A. Registration Statement Draf

1. Corporate organization and authority

2. Material contracts (including PPAs, EPC contracts, O&M agreements, and interconnection agreements)