Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and recommend anti-takeover provisions for inclusion in the Amended and Restated Certificate of Incorporation (the "Restated Charter") and Amended and Restated Bylaws (the "Restated Bylaws") of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), each of which will become effective upon the closing of the Company's proposed initial public offering

II. Background — Current Corporate Governance Structure A. Existing Certificate of Incorporation Calloway-Briggs Renewables Inc. was incorporated in the State of Delaware in 2014 by its co-founders, Garrett Calloway and Elaine Briggs, for the purpose of developing and operating utility-scale renewable energy projects. Since its inception, the Company has operated as a privately held corporation, and its existing Cert

III. Classified Board Structure A. Recommendation. We recommend implementing a classified board of directors (also referred to as a "staggered board") with three classes of directors, each serving staggered three-year terms, effective upon the closing of the IPO. The classified board structure should be established in the Restated Charter and is one of the most significant anti-takeover protections available to a Del

IV. Delaware Section 203 — Business Combination Statute A. Overview of Section 203

Section 203 of the DGCL is Delaware's anti-takeover business combination statute. It provides significant protection against coercive two-step takeover transactions by prohibiting a Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years following the date on which such person became an interested stockholder, subject to certain exceptions. For purpo

Section 203 applies by default to Delaware corporations that have a class of voting stock listed on a national securities exchange (such as the NYSE) or held of record by more than 2,000 stockholders, unless the corporation affirmatively opts out in its certificate of incorporation or bylaws. A corporation may also opt out by amending its certificate of incorporation by the affirmative vote of a majority of the outst

V. Shareholder Rights Plan (Poison Pill) Considerations A. Recommendation. We do not recommend the adoption of a shareholder rights plan (commonly referred to as a "poison pill") at the time of the IPO. Instead, we recommend that the Board authorize the preparation and maintenance of a "shelf" rights plan—a fully documented rights plan that is ready for rapid deployment by the Board, without further stockholder appro

VI. Advance-Notice Bylaw Provisions A. Recommendation. We recommend adopting advance-notice provisions in the Restated Bylaws requiring stockholders to provide timely prior notice to the Company in connection with (i) nominations of persons for election to the Board and (ii) proposals for other business to be brought before an annual meeting or, where applicable, a special meeting of stockholders. Advance-notice byla

VII. Exclusive Forum Provision A. Recommendation. We recommend including an exclusive forum provision in the Restated Charter designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for the following categories of claims: (i) Any derivative action or proceeding br

VIII. Supermajority Voting Requirements and Other Structural Provisions A. Supermajority Voting for Charter Amendments We recommend that the Restated Charter require the affirmative vote of holders of at least 66⅔% of the total voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to amend, alter, or repe