Contract analysis

I. Executive Summary This memorandum sets forth our assessment of the adequacy and IPO-readiness of the directors and officers liability insurance program (the "D&O Program") maintained by Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with its proposed initial public offering (the "IPO") of approximately $600,000,000 of common stock on the New York Stock Exchange (proposed ticker: CBRI). This

II. Background A. The Company Calloway-Briggs Renewables Inc. is a Delaware corporation headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's employer identification number is 83-4027615. CBR is a developer and operator of utility-scale solar, onshore wind, and battery energy storage projects across the southwestern and south-central United States. The Company's current operating por

1. Garrett Calloway — Chairman of the Board and Chief Executive Officer (co-founder)

2. Elaine Briggs — Director, President, Development (co-founder)

3. Hugh Pemberton — Director (Pinnacle Vista designee)

4. Diane Kovac — Director (Pinnacle Vista designee)

5. Warren Okoro — Director (independent)

6. Catherine Liang — Director (independent)

7. Richard Estavez — Director (independent) Following the IPO, Pinnacle Vista is expected to continue to hold a significant percentage of the Company's outstanding common stock. Depending on the final offering size and the number of shares sold by Pinnacle Vista in the offering, Pinnacle Vista may continue to hold more than 50% of the outstanding voting power, in which case the controlled-company exemption under Sect

III. Overview of D&O Insurance Tower A. Broker. The Company's D&O insurance program is placed and administered by Dravello Place Insurance Advisors LLC, a specialty insurance brokerage firm. Fenwick Place's principal office is located at 250 Greenwich Street, Suite 3700, New York, New York 10007. The primary contact for the CBR engagement is Nina Radcliffe, Vice President, who has been responsible for the placement o

IV. Detailed Policy Analysis — Primary Layer (Meridian National Assurance Company) A. Carrier Profile The primary layer of the D&O Program is underwritten by Meridian National Assurance Company, a Connecticut-domiciled insurance carrier. Meridian National has served as CBR's primary D&O carrier since 2017, when the initial D&O placement was arranged in connection with the Pinnacle Vista Series III Fund investment. Th

V. Detailed Policy Analysis — Excess Layers A. Excess Layer 1: Stonebridge Indemnity Corp. The first excess layer is underwritten by Stonebridge Indemnity Corp., a carrier domiciled in Illinois. The Stonebridge layer provides $15,000,000 of coverage in excess of the $25,000,000 primary layer, attaching at the exhaustion of the Meridian National primary policy limit. The estimated annual premium for this layer is $490

VI. Adequacy of Tower Limits A. Market Benchmarking We have conducted an analysis of D&O insurance tower limits for comparable companies in the renewable-energy, clean-energy, and utilities sectors that have recently completed initial public offerings or have public-company D&O programs in place. Our analysis is based on publicly available information, market data provided by Dravello Place Insurance Advisors, and ou

VII. Run-Off / Tail Coverage Considerations A. Pre-IPO Run-Off ("Tail") Policy The Company's existing D&O policy is written in private-company form and covers wrongful acts committed during the current policy period. Upon the closing of the IPO, this private-company policy will be replaced by the public-company D&O program described in this memorandum. The transition from a private-company to a public-company D&O pro

VIII. IPO-Specific Policy Enhancements — Recommendations Based on our review of the D&O Program and the specific requirements of the proposed IPO, we recommend the following enhancements to the D&O Program, each of which should be implemented prior to the effectiveness of the registration statement and the closing of the IPO: A. Public-Company Conversion Endorsement The Meridian National primary policy must be endors

IX. Interaction with Indemnification Framework A. Charter and Bylaw Indemnification The Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (to be effective upon the closing of the IPO) includes mandatory indemnification of directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Section 145 of the DGCL authorizes a Delaware corporation to indemn