Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to analyze and recommend the structure, size, and terms of equity-based compensation awards to be granted to the named executive officers ("NEOs") of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the proposed initial public offering (the "IPO") of approximately $600,000,000 of shares of common stock on the New York Stock

II. Background on CBR's Pre-IPO Equity Compensation A. Current Ownership Structure Prior to the IPO, the ownership of CBR (through its predecessor limited liability company structure) is concentrated among three principal constituencies. Approximately 62% of the pre-IPO equity is held by Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), the Company's lead private equity sponsor. Pinnacle Vista is a growth e

III. Clarendon Rowe Benchmarking Data — Summary A. Peer Group Composition Clarendon Rowe Advisory Group LLC, the independent compensation consultant retained by the Compensation Committee, selected a peer group of 15 to 18 publicly traded companies in the renewable energy, independent power producer, and clean energy technology sectors for purposes of benchmarking CBR's executive compensation program. The peer group

IV. Recommended IPO Equity Grants — Named Executive Officers A. Summary Table of Proposed Grants The following table sets forth the proposed IPO equity grants to each of the Company's named executive officers. All grants are in the form of restricted stock units to be awarded under the 2022 Plan, with a grant-date value calculated using the assumed midpoint IPO price of $22.00 per share. The aggregate grant-date valu

1. Garrett Calloway — Co-Founder, Chairman & Chief Executive Officer Proposed Grant: 500,000 RSUs, with a grant-date value of $11,000,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Mr. Calloway at approximately the 55th percentile of CEO IPO equity grants among the Clarendon Rowe peer group. This positioning is slightly above the median but within the 50th–60th pe

2. Elaine Briggs — Co-Founder & President, Development Proposed Grant: 400,000 RSUs, with a grant-date value of $8,800,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Ms. Briggs at approximately the 55th percentile of President/COO IPO equity grants among the peer group. This positioning reflects her role as a co-founder and her operational significance to the Comp

3. Marcus Yoon — Chief Financial Officer Proposed Grant: 300,000 RSUs, with a grant-date value of $6,600,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Mr. Yoon at approximately the 50th percentile of CFO IPO equity grants among the peer group, consistent with Clarendon Rowe's recommendation for non-founder NEOs. Rationale: Mr. Yoon joined CBR in 2019 and has serv

4. Dale Renfroe — Chief Operating Officer Proposed Grant: 200,000 RSUs, with a grant-date value of $4,400,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Mr. Renfroe at approximately the 50th percentile of COO IPO equity grants among the peer group. Rationale: Mr. Renfroe joined CBR in 2017 and serves as Chief Operating Officer. He oversees all aspects of the Compa

5. Sandra Haverford — General Counsel & Corporate Secretary Proposed Grant: 175,000 RSUs, with a grant-date value of $3,850,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Ms. Haverford at approximately the 50th percentile of General Counsel IPO equity grants among the peer group. Rationale: Ms. Haverford joined CBR in 2018 and serves as General Counsel and Corpora

6. Priya Anand — SVP, Finance & Treasurer Proposed Grant: 175,000 RSUs, with a grant-date value of $3,850,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Ms. Anand between the 45th and 50th percentile for SVP-level finance officers among the peer group, reflecting her senior but non-C-suite title. Rationale: Ms. Anand joined CBR in 2020 and serves as Senior Vice Pr

7. Tomás Quintero — SVP, Project Development Proposed Grant: 150,000 RSUs, with a grant-date value of $3,300,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Mr. Quintero at approximately the 45th percentile for SVP-level development officers among the peer group. Rationale: Mr. Quintero joined CBR in 2016 and serves as Senior Vice President, Project Development. He

8. Rachel Whitmore — Chief People Officer Proposed Grant: 150,000 RSUs, with a grant-date value of $3,300,000 at the assumed midpoint IPO price of $22.00 per share. Positioning: The proposed grant positions Ms. Whitmore at approximately the 45th percentile for CHRO-level officers at peer companies, reflecting the growing importance of the chief human resources officer role in publicly traded companies. Rationale: Ms.

V. Vesting Terms and Conditions A. Vesting Schedule All IPO RSU grants to the named executive officers will be subject to four-year ratable vesting, with 25% of the RSUs vesting on each anniversary of the grant date. This vesting schedule is consistent with the predominant market practice identified in the Clarendon Rowe benchmarking analysis, as discussed in Section III above. The grant date for the IPO RSU grants w

VI. Tax Considerations A. Section 409A Compliance The IPO RSU grants have been structured as "short-term deferral" arrangements within the meaning of Treasury Regulation § 1.409A-1(b)(4). Under this exemption, compensation is exempt from the deferred compensation rules of Section 409A of the Internal Revenue Code if it is paid (or settled, in the case of RSUs) no later than the 15th day of the third month following t

Section 162(m) of the Internal Revenue Code limits the federal income tax deduction that a publicly traded company may claim for compensation paid to "covered employees" to $1,000,000 per covered employee per taxable year. Following the amendments enacted by the Tax Cuts and Jobs Act of 2017 (the "TCJA"), covered employees include the CEO, the CFO, and the three other most highly compensated officers whose compensati

VII. Dilution and Overhang Analysis A. IPO Grant Dilution The total number of RSUs to be granted to the Company's NEOs in connection with the IPO is 2,050,000 shares. The dilutive impact of these grants on existing and new stockholders is as follows: • As a percentage of post-IPO shares outstanding (base offering, no overallotment): 2,050,000 ÷ 123,713,636 = approximately 1.66% • As a percentage of post-IPO shares ou

VIII. S-1 Disclosure Considerations A. Compensation Discussion and Analysis (CD&A) The IPO RSU grants must be described in the Compensation Discussion and Analysis section of the S-1 registration statement, which is the primary narrative disclosure regarding the Company's executive compensation philosophy, objectives, and decisions. The CD&A disclosure should address the following topics in connection with the IPO gr

IX. Compensation Committee Approval Process The specific IPO equity grant amounts are subject to approval by the Compensation Committee, which has the sole authority under the 2022 Plan and the Company's governance framework to determine the size, terms, and conditions of equity-based awards to executive officers. The Compensation Committee consists of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each