Contract analysis

I. Introduction Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") acts as counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. On behalf of the Company, we are pleased to submit the enclosed original listi

II. Description of the Company Calloway-Briggs Renewables Inc. is a Delaware-incorporated C-corporation engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic, onshore wind, and battery energy storage system ("BESS") projects across the United States. The Company was founded in 2014 by Garrett Calloway, who serves as Co-Founder, Chairman of the Board of Directors, and C

III. Description of the Proposed Offering The Company proposes to conduct an initial public offering of shares of Common Stock with an aggregate offering size of approximately $600,000,000, inclusive of shares subject to the underwriters' overallotment option. The principal terms of the proposed Offering are summarized as follows: Offering Size. The base offering is expected to consist of shares of Common Stock havin

IV. Underwriting Syndicate The Company has engaged the following underwriting syndicate in connection with the proposed Offering: Lead-Left Book-Running Manager and Coordinating Underwriter: Hargrove Keating & Co. 383 Madison Place New York, New York 10017 Key Contact: Oliver Marchetti, Managing Director, Equity Capital Markets Telephone: (212) 270-6000 Joint Book-Running Managers: Linden Pratt Securities LLC 200 Ves

V. Pre-IPO Ownership and Post-IPO Share Distribution Pre-IPO Ownership. As of the date hereof, the pre-IPO ownership of the Company's outstanding equity, on a fully diluted basis following the reclassification, is as follows: Pinnacle Vista Capital Partners III, LP is a Delaware limited partnership. Its general partner is Pinnacle Vista Capital Management LLC, a Delaware limited liability company, with its principal

VI. Corporate Governance The Company is committed to maintaining strong corporate governance practices consistent with the requirements of the NYSE Listed Company Manual and applicable securities laws and regulations. Set forth below is a summary of the Company's governance structure and practices that will be in effect upon the closing of the IPO. Board of Directors. The Board of Directors of the Company (the "Board

VII. Equity Plans In connection with the IPO, the Company's Board of Directors and stockholders have approved, or will approve prior to the effectiveness of the registration statement, the following equity incentive plans: 2022 Omnibus Equity Incentive Plan. The Company will adopt its 2022 Omnibus Equity Incentive Plan (the "Omnibus Plan"), which will provide for the grant of stock options (both incentive stock optio

VIII. Financial Qualification Summary The Company's consolidated financial statements for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 have been audited by Ashford & Pemberton LLP, an independent registered public accounting firm. The lead engagement partner for the Company's audit is Gregory Sondheim, CPA. Ashford & Pemberton LLP's audit reports are included in the draft registr

IX. Transfer Agent and Registrar The Company has appointed Continental Shareowner Services, Inc. as the transfer agent and registrar for the Common Stock. The contact information for Continental Shareowner Services, Inc. is as follows: Continental Shareowner Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, New York 10004 Contact: Maria Costello, Vice President, Corporate Actions Telephone: (212) 50

X. Enclosures Enclosed herewith for the NYSE's review are the following documents and materials in connection with the listing application:

1. Original Listing Application (NYSE Application No. NYSE-2022-04218), including all required exhibits and schedules as prescribed by the NYSE Listed Company Manual and applicable NYSE rules and guidance.

2. Draft Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (IPO form), to be filed with the Secretary of State of the State of Delaware and to become effective upon the closing of the IPO.

3. Draft Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. (IPO form), to be adopted by the Board effective upon the closing of the IPO.

4. Draft Prospectus (extracted from the DRS-1 filed confidentially with the SEC on April 11, 2022, EDGAR Accession No. 0001948372-22-000001), marked as "Confidential — Subject to Completion."

5. Capitalization Table reflecting both pre-IPO capitalization and pro forma post-IPO capitalization (at both the base offering level and assuming full exercise of the Overallotment Option), prepared as of March 31, 2022.

6. Corporate Governance Certifications executed by the Company's General Counsel, certifying the Company's compliance with, or intended reliance on exemptions from, the applicable corporate governance listing standards of the NYSE.

7. Share Distribution Projections prepared by the Company and the lead underwriter, Hargrove Keating & Co., setting forth the anticipated number of round-lot holders, publicly held shares, and aggregate market value of publicly held shares following the completion of the Offering.

8. Draft Board Committee Charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board.

9. Biographies of Directors and Executive Officers of the Company, including biographical information, qualifications, and independence determinations for each director and biographical and professional information for each executive officer.

10. Draft Code of Business Conduct and Ethics applicable to all directors, officers, and employees of the Company and its subsidiaries.

XI. FINRA Filing Cross-Reference We note for the NYSE's records that a corporate financing application (FINRA Filing No. 20221129-01) has been concurrently filed with the Financial Industry Regulatory Authority, Inc. ("FINRA") Corporate Financing Department in connection with the proposed Offering, as required by FINRA Rule 5110. The FINRA filing addresses the underwriting compensation arrangements and other terms of

XII. Confidential Treatment Request We respectfully request that the NYSE treat the enclosed listing application and all supporting materials submitted in connection therewith as confidential, and that such materials not be made available for public inspection, in accordance with the NYSE's applicable policies and procedures regarding confidential treatment of listing applications. This request is made on the basis t

XIII. Key Contacts and Availability For the convenience of the NYSE Listings and Compliance Department, set forth below are the principal contacts for purposes of the NYSE's review of the enclosed application: Calderwood & Harkness LLP (Company Counsel): Jennifer Kwon, Partner, Capital Markets (Responsible Partner) 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4127 Email: jkwon@calderwoodharkness

XIV. Closing We appreciate the NYSE's consideration of the enclosed listing application on behalf of Calloway-Briggs Renewables Inc. and look forward to the NYSE's review. We believe that the Company is an excellent candidate for listing on the New York Stock Exchange and that the Common Stock will be of significant interest to the investing public. We are confident that the Company meets or will meet all applicable