Contract analysis

1. Directors and Executive Officers The following table sets forth certain information regarding each of our directors and executive officers as of the date of this prospectus: Note: Ages of directors and executive officers will be provided as of the date of the prospectus contained in this registration statement. Set forth below is biographical information for each of our directors and executive officers, including

2. Director Biographies Garrett Calloway — Co-Founder, Chairman of the Board and Chief Executive Officer Garrett Calloway co-founded Calloway-Briggs Renewables Inc. in 2014 together with Elaine Briggs. Mr. Calloway has served as Chairman of the Board and Chief Executive Officer since the Company's founding. In his role as Chief Executive Officer, Mr. Calloway is responsible for overall corporate strategy, investor re

3. Executive Officer Biographies (Non-Director Officers) The following sets forth biographical information for each of our executive officers who does not also serve as a director. Marcus Yoon — Chief Financial Officer Marcus Yoon has served as the Company's Chief Financial Officer since __. In this capacity, Mr. Yoon is responsible for all aspects of the Company's financial management, including accounting and finan

4. Board Composition and Structure 4.1 Board Size and Composition Our Board of Directors currently consists of seven (7) directors, as follows: • Management Directors (2): Garrett Calloway and Elaine Briggs, each of whom serves as an executive officer of the Company and is not considered independent under NYSE listing standards. • Pinnacle Vista Investor Designees (2): Hugh Pemberton and Diane Kovac, each of whom ser

5. Controlled Company Status Following the completion of this offering, Pinnacle Vista Capital Partners III, LP, combined with its affiliated entities (collectively, "Pinnacle Vista"), is expected to continue to hold a significant percentage of the voting power of our outstanding common stock. Based on the assumptions set forth in this prospectus (base offering without exercise of the underwriters' overallotment opti

6. Board Committees Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates under a written charter that will be adopted by the Board in connection with the closing of this offering. Copies of each committee charter will be available on the "Investors — Governance" section of the C

7. Director Compensation The Company expects to implement a director compensation program for its non-employee directors effective upon the closing of this offering. The principal elements of the non-employee director compensation program are expected to include: Annual Cash Retainer. Each non-employee director will receive an annual cash retainer for service on the Board. Additional cash retainers will be paid to di

8. Role of the Board in Risk Oversight The Board of Directors has primary responsibility for the oversight of the Company's enterprise risk management framework. While the Company's management is responsible for the day-to-day identification, assessment, and management of risk, the Board and its committees provide oversight of management's risk management activities. The Board's risk oversight function is implemented

9. Code of Business Conduct and Ethics In connection with this offering, the Company has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all of its directors, officers, and employees, including the Company's principal executive officer, principal financial officer, and principal accounting officer. The Code is designed to promote honest and ethical conduct, full, fair, accurate, timely, and u

10. Corporate Governance Guidelines In connection with this offering, the Company has adopted Corporate Governance Guidelines (the "Guidelines") that set forth the Board's policies regarding, among other things, director qualifications, board composition, director independence, the role and responsibilities of the Chairman of the Board, board and committee self-evaluation, director orientation and continuing educatio

11. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee — Catherine Liang, Richard Estavez, or Warren Okoro — is, or has at any time been, an officer or employee of the Company or any of its subsidiaries. None of the members of the Compensation Committee has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. During the

12. Limitations on Liability and Indemnification Limitation of Director Liability The Company's Amended and Restated Certificate of Incorporation, which will be filed with the Secretary of State of the State of Delaware and become effective upon the closing of this offering, contains a provision eliminating or limiting the personal liability of the Company's directors for monetary damages for breach of fiduciary duty

13. Family Relationships There are no family relationships among any of the directors or executive officers of the Company.

14. Involvement in Certain Legal Proceedings During the past ten years, none of the Company's directors or executive officers has been involved in any legal proceedings requiring disclosure under Item 401(f) of Regulation S-K, including: (i) any petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent, or similar officer appointed by a court for, the busi

15. Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company's directors, executive officers, and persons who beneficially own more than 10% of the Company's common stock to file reports of ownership and changes in ownership of the Company's common stock with the SEC. Upon the completion of this offering, the Company's directors, executive officers, and beneficial owners of more than 10% of the Company's common stock will