Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, satisfies the quantitative and qualitative listing standards of the New York Stock Exchange (the "NYSE") in connection with the Company's proposed initial public offering (the "IPO") of appro

II. Background A. The Issuer Calloway-Briggs Renewables Inc. is a Delaware corporation (C-corporation) with the following organizational details: • Full Legal Name: Calloway-Briggs Renewables Inc. • State of Incorporation: Delaware • Employer Identification Number (EIN): 83-4027615 • Registered Agent (Delaware): Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801 • Principal Executive Off

III. Quantitative Listing Standards — Section 102.01 of the NYSE Listed Company Manual A. Applicable Standard CBR will apply for listing under the Domestic Company Initial Listing Standards set forth in Section 102.01 of the Manual. These standards establish minimum thresholds relating to the distribution of the company's shares (Section 102.01A) and the company's financial condition (Section 102.01B). As a U.S.-inco

Section 102.01A of the Manual establishes the following distribution standards for initial listing, each of which must be satisfied: Round-Lot Holders. The NYSE requires a minimum of 400 holders of 100 or more shares (i.e., "round-lot" holders). CBR expects to satisfy this requirement through the IPO distribution process. In the base offering, approximately 23,713,636 shares will be distributed to investors through t

1. Earnings Test (Section 102.01B.1) The Earnings Test requires aggregate pre-tax earnings of at least $10,000,000 over the three most recent fiscal years, with a minimum of $2,000,000 in pre-tax earnings in each of the two most recent fiscal years, and with all three fiscal years reflecting positive pre-tax earnings. The relevant fiscal years for CBR are FY 2019, FY 2020, and FY 2021. The Company's reported net inco

2. Valuation/Revenue with Cash Flow Test (Section 102.01B.2) The Valuation/Revenue with Cash Flow Test requires satisfaction of three criteria: (a) a global market capitalization of at least $500,000,000; (b) revenues of at least $100,000,000 in the most recent 12-month period; and (c) aggregate adjusted cash flow of at least $25,000,000 over the three most recent fiscal years, with each year's adjusted cash flow bei

3. Pure Valuation/Revenue Test (Section 102.01B.3) The Pure Valuation/Revenue Test requires (a) a global market capitalization of at least $750,000,000 and (b) revenues of at least $75,000,000 in the most recent fiscal year. This test does not require any earnings or cash flow showing. Market Capitalization. As noted above, CBR's post-money equity valuation is approximately $2,721,700,000 (base offering) or $2,800,00

IV. Qualitative Listing Standards — Corporate Governance (Section 303A) A. Overview In addition to the quantitative listing standards discussed in Section III above, the NYSE imposes a comprehensive set of corporate governance requirements on all listed companies. These requirements are set forth in Section 303A of the Manual and address board composition, board committee structure and independence, corporate governa

Section 303A.01 of the Manual requires that a majority of the board of directors of a listed company be composed of independent directors. With only three of seven directors being independent, CBR does not satisfy this majority-independent-board requirement on a standalone basis. However, this requirement is subject to the controlled-company exemption under Section 303A.00. As discussed in Section VI below, CBR is ex

V. Board Committee Requirements A. Audit Committee (Section 303A.07)

Section 303A.07 of the Manual requires every listed company to maintain an audit committee that satisfies the requirements of SEC Rule 10A-3 and the additional requirements set forth in the Manual. Critically, the audit committee requirement applies to all listed companies, including controlled companies — there is no controlled-company exemption for the audit committee. The audit committee must be composed of at lea

Section 303A.05 of the Manual requires listed companies to have a compensation committee composed entirely of independent directors. This requirement is subject to the controlled-company exemption under Section 303A.00 — that is, if CBR qualifies as a controlled company, it is not required to have an independent compensation committee. However, as discussed below, CBR's Compensation Committee is already fully indepen

Section 303A.04 of the Manual requires listed companies to have a nominating/corporate governance committee composed entirely of independent directors. Like the compensation committee requirement, this requirement is subject to the controlled-company exemption under Section 303A.00. Composition. CBR's Nominating and Corporate Governance Committee, as approved by a resolution of the board of directors, will consist of

VI. Controlled-Company Exemption Analysis (Section 303A.00) A. Definition of "Controlled Company"

Section 303A.00 of the Manual defines a "controlled company" as a listed company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. A listed company that qualifies as a controlled company is exempt from certain corporate governance requirements, as described in subsection C below. The determination of whether a company qualifies as a "contro

1. Majority Independent Board (Section 303A.01). Controlled companies are not required to have a majority of independent directors on the board. CBR's board will consist of three independent directors out of seven total directors (42.9%), which does not constitute a majority but is permissible under the controlled-company exemption.

2. Fully Independent Compensation Committee (Section 303A.05). Controlled companies are not required to have a compensation committee composed entirely of independent directors. As noted above, CBR's Compensation Committee is nevertheless fully independent, so this exemption is available but not currently needed.

3. Fully Independent Nominating/Corporate Governance Committee (Section 303A.04). Controlled companies are not required to have a nominating/corporate governance committee composed entirely of independent directors. This exemption is critical for CBR, as the Nominating and Corporate Governance Committee includes Hugh Pemberton, a non-independent Pinnacle Vista designee. Controlled companies are not exempt from the fo

VII. Additional Qualitative Requirements A. Corporate Governance Guidelines (Section 303A.09)

Section 303A.09 of the Manual requires all listed companies, including controlled companies, to adopt and publicly disclose corporate governance guidelines. These guidelines must address the following subjects: (a) Director qualification standards, including the definition of independence and policies regarding the consideration of candidates recommended by stockholders; (b) Director responsibilities, including atten

Section 303A.10 of the Manual requires all listed companies, including controlled companies, to adopt and publicly disclose a code of business conduct and ethics applicable to all directors, officers, and employees of the company. The code must address the following areas: (a) Conflicts of interest; (b) Corporate opportunities; (c) Confidentiality; (d) Fair dealing; (e) Protection and proper use of company assets; (f

Section 303A.07(d) of the Manual requires each listed company to maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company's risk management processes and systems of internal control. The internal audit function may be performed by an in-house department, outsourced to a qualified third-party firm, or conducted through a co-sourced arrangement. CBR does

Section 303A.12 of the Manual requires the CEO of each listed company to promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provision of Section 303A. Additionally, the CEO must submit an annual written affirmation certifying that the company is in compliance with the NYSE's corporate governance requirements, or identi

Section 303A.08 of the Manual requires stockholder approval of all equity compensation plans and material revisions thereto. The NYSE's stockholder approval requirements apply to listed companies and are designed to ensure that stockholders have an opportunity to vote on the dilutive effects of equity compensation arrangements. CBR intends to adopt two equity compensation plans in connection with the IPO: (i) 2022 Om

VIII. Listing Application Status and Process NYSE Listing Application No. NYSE-2022-04218 was submitted on April 11, 2022, under cover letter from Calderwood & Harkness LLP. The application was submitted contemporaneously with the confidential submission of the Company's draft Registration Statement on Form S-1 (DRS-1) to the SEC. The listing application includes the following materials, as required by the NYSE: • Co