Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth the results of our review and analysis of the draft initial comfort letter dated June 8, 2022 (the "Draft Comfort Letter"), prepared by Ashford & Pemberton LLP ("A&P"), the independent registered public accounting firm for Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), addressed to the underwriters in connection with the Company's proposed

II. Background A. The Offering Calloway-Briggs Renewables Inc. is a Delaware corporation headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company is a developer, owner, and operator of utility-scale renewable energy generation facilities across the United States, with a current operating portfolio of approximately 3.8 gigawatts of capacity spanning wind, solar, and battery storage assets.

III. Scope and Structure of the Draft Comfort Letter This section sets forth our review of the overall structure, addressees, and scope of the Draft Comfort Letter, including confirmation that the letter conforms to AU-C Section 920 requirements and market practice. A. Addressees The Draft Comfort Letter is addressed to the following five Underwriter entities:

1. Hargrove Keating & Co., as lead-left book-running manager and representative of the several underwriters;

2. Linden Pratt Securities LLC;

4. Barfield Stuart & Co.; and

5. Crane Whitley Capital LLC. Under AU-C Section 920, comfort letters are issued for the benefit of the underwriters (or other parties with a due diligence defense under Section 11 of the Securities Act of 1933, as amended) and are not to be addressed to, or issued for the benefit of, the issuer or selling stockholders. Accordingly, we have confirmed that the Draft Comfort Letter is not addressed to CBR or to Pinnacl

IV. Detailed Review of Comfort Letter Procedures and Coverage This section provides a detailed review of the specific procedures performed by A&P in the Draft Comfort Letter, organized by category. For each category, we describe the scope of the procedures, the financial data covered, and our observations and recommendations. A. Tick-and-Tie Procedures (Financial Data in the Prospectus) The core of any comfort letter

1. Selected Financial Data A&P confirms in the Draft Comfort Letter that it has compared the financial data set forth in the "Selected Financial Data" section of the prospectus to the corresponding amounts in the audited consolidated financial statements for FY 2019, FY 2020, and FY 2021 and the unaudited interim consolidated financial data for Q1 2022, and found such data to be in agreement. The specific figures ver

2. Capitalization Table A&P has compared the financial data set forth in the "Capitalization" section of the prospectus, including the pre-IPO shares of common stock outstanding (100,000,000 shares), total indebtedness ($1.71 billion as of December 31, 2021), and total stockholders' equity, to the corresponding amounts in the audited consolidated balance sheet as of December 31, 2021. A&P has confirmed the mathematic

3. Use of Proceeds A&P has confirmed the mathematical accuracy of the computation of estimated net proceeds from the primary offering set forth in the "Use of Proceeds" section of the prospectus. The primary gross proceeds of approximately $371,700,000 (based on the issuance and sale of 16,895,455 shares at an assumed offering price of $22.00 per share), less estimated underwriting discounts and commissions and estim

4. Dilution. A&P has compared the financial data set forth in the "Dilution" section of the prospectus to the corresponding amounts in the audited consolidated financial statements and the unaudited interim financial data, and has verified the mathematical accuracy of the dilution calculations. The dilution table presents the net tangible book value per share of common stock on a historical basis and on a pro forma b

5. MD&A Financial Data A&P has compared the financial data appearing in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the prospectus to the corresponding amounts in the audited consolidated financial statements for FY 2019, FY 2020, and FY 2021 and the unaudited interim consolidated financial data for Q1 2022. The MD&A section is typically the most data-intensi

6. Underwriting Section A&P has verified the mathematical accuracy of the underwriting economics set forth in the "Underwriting" section of the prospectus. The key figures verified include: • Gross spread: 5.50% of the public offering price. • Total underwriting discount on the base offering: $521,700,000 × 5.50% = $28,693,500. • Total underwriting discount on full exercise of the overallotment option: $600,000,000 ×

7. Description of Indebtedness A&P has confirmed the principal debt amounts and related financial data set forth in the "Description of Indebtedness" section of the prospectus against the Company's audited consolidated financial statements, debt schedules, and underlying credit agreements. The specific debt facilities and amounts verified include: A&P has confirmed that the outstanding balances, commitment amounts, m

8. Principal and Selling Stockholders Table A&P has verified the ownership percentages and share counts set forth in the "Principal and Selling Stockholders" table in the prospectus against the Company's stock ledger, capitalization table, and related records. The key ownership figures verified include: • Pinnacle Vista Capital Partners III, LP: approximately 62,000,000 shares, representing approximately 62% of the p

V. Change-Period Coverage A. Definition of Change Period The Draft Comfort Letter includes change-period procedures covering the period from March 31, 2022 (the last day of the most recent interim period for which financial data was reviewed by A&P — i.e., the end of Q1 2022) through June 3, 2022 (the "cut-off date"). The cut-off date is five days prior to the date of the Draft Comfort Letter (June 8, 2022), which is

VI. Exceptions and Qualifications A. Summary of Exceptions The Draft Comfort Letter contains no substantive exceptions or qualifications to any of the procedures performed by A&P. Specifically: • All tick-and-tie procedures with respect to the financial data in the prospectus (covering the Selected Financial Data, Capitalization, Use of Proceeds, Dilution, MD&A, Underwriting, Description of Indebtedness, and Principa

1. Scope of Procedures. The procedures performed by A&P in connection with the Draft Comfort Letter were not conducted in accordance with the standards of the PCAOB for the purpose of expressing an opinion on the financial statements taken as a whole. Accordingly, A&P does not express any such opinion. The comfort letter is limited to the specific procedures described therein and the results thereof.

2. No Duty to Update. A&P has no responsibility to update the Draft Comfort Letter for events or circumstances occurring after its date (June 8, 2022), except in connection with the bring-down comfort letters to be delivered at pricing and closing, at which time A&P will perform updated procedures as agreed with the Underwriters and their counsel.

3. Restricted Use. The Draft Comfort Letter is solely for the information of, and assistance to, the Underwriters in conducting and documenting their investigation of the affairs of CBR in connection with the Offering. The Draft Comfort Letter is not to be used, circulated, quoted, or otherwise referred to within or outside the underwriting group for any other purpose, including but not limited to the purchase or sal

4. Pro Forma Financial Information. The Draft Comfort Letter does not cover the pro forma financial information included in the prospectus (including the pro forma capitalization and dilution calculations), which is based on assumptions regarding the Offering and the application of net proceeds rather than on historical financial data that has been subject to audit or review by A&P. This is a standard limitation and

VII. Comparison to Comfort Letter Request A critical step in our review of the Draft Comfort Letter is to compare its scope and content to the comfort letter request letter (the "Request Letter") transmitted by the Underwriters, through Hargrove Keating, as representative, to A&P. The Request Letter set forth the categories of procedures that the Underwriters requested A&P to perform and report on in the comfort lett

VIII. Open Items and Recommended Follow-Up Actions Based on our review of the Draft Comfort Letter, we have identified the following open items and recommended follow-up actions. These items are organized into three categories: (A) items requiring follow-up before the comfort letter is finalized, (B) items noted for the dormancy period, and (C) items relating to communication with underwriters' counsel. A. Items Requ

1. Final Amendment Cross-Reference. As noted in Section III.D above, the Draft Comfort Letter currently references Amendment No. 2 to the Registration Statement (EDGAR Accession No. 0001948372-22-000003, dated June 10, 2022). If a pricing amendment or any further amendment to the Registration Statement is filed before the comfort letter is finalized, the Registration Statement reference in the comfort letter must be

2. Cut-Off Date Refresh. As discussed in Section V.E above, the change-period cut-off date of June 3, 2022 will need to be refreshed at the bring-down stage to ensure that the gap between the cut-off date and the pricing/closing date is no more than five business days. This is a standard procedural requirement and will be coordinated with A&P (Gregory Sondheim / Irene Valdez) and the Underwriters' counsel (Prescott,

3. Confirmation of Final Financial Figures in Prospectus. Before the comfort letter is finalized, the working group should confirm that all financial figures in the most current version of the prospectus match the figures referenced in the comfort letter. This verification step is particularly important given that certain financial figures may have been revised in response to the SEC staff's second-round comment lett

4. Bring-Down Scheduling. The working group should coordinate with A&P (Gregory Sondheim / Irene Valdez) and the Underwriters (Oliver Marchetti, Managing Director, and Sonia Tran, Vice President, at Hargrove Keating & Co.) regarding the timing and logistics for the bring-down comfort letters to be delivered at pricing and closing. As noted above, the three circle-up process (initial comfort letter, bring-down comfort

5. Financial Statement Staleness. The Offering was placed in dormant status on June 17, 2022. During the dormancy period, the current comfort letter will become stale and will not be capable of being used in connection with the Offering without being refreshed. Upon reactivation of the Offering, A&P will need to issue a new initial comfort letter that covers: (a) any updated audited financial statements that may be r

6. D&O Tower Coordination. The Company's directors' and officers' liability insurance program consists of a $50 million aggregate tower, comprising the following policies: • Meridian National Assurance Company — primary D&O policy, Policy No. DNO-22-048871; • Stonebridge Indemnity Corp. — excess Layer 1; and • Commonwealth Omnivrel Insurance Ltd. — excess Layer 2. To the extent the comfort letter or the Registration

7. Summary Communication to Prescott, Danforth & Yee LLP. We recommend circulating this review memorandum in summary form — or, alternatively, providing oral confirmation — to Prescott, Danforth & Yee LLP (Margaret Yee, Partner, and Scott Halverson, Counsel), acting as counsel to the Underwriters, to confirm that Calderwood & Harkness is satisfied with the Draft Comfort Letter, subject to the open items noted above.

IX. Conclusion Based on the review and analysis set forth in this memorandum, we conclude as follows:

1. The Draft Comfort Letter from Ashford & Pemberton LLP dated June 8, 2022 is substantially in order and compliant with the requirements of AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties).

2. All tick-and-tie procedures performed by A&P reconcile in all material respects to the audited consolidated financial statements for FY 2019, FY 2020, and FY 2021 and the unaudited interim consolidated financial data for Q1 2022 included in the Registration Statement.

3. The change-period coverage (March 31, 2022 through June 3, 2022) yielded no material adverse findings, and the negative-assurance language is in standard form consistent with AU-C Section 920.

4. No substantive exceptions or qualifications have been noted by A&P with respect to any of the procedures performed.

5. The Draft Comfort Letter is fully responsive to the Underwriters' comfort letter request letter, and no requested procedures were declined or omitted.

6. Subject to the resolution of the open items identified in Section VIII above — including the final amendment cross-reference, cut-off date refresh, confirmation of final financial figures, and bring-down scheduling — the Draft Comfort Letter is recommended for acceptance by the Underwriters.

7. Given the dormant status of the Offering as of June 17, 2022, no immediate finalization of the comfort letter is required. Upon reactivation of the Offering, A&P will need to issue a new initial comfort letter with updated financial statement coverage, interim data coverage, and change-period coverage, and the comfort letter and all related procedures should be refreshed in accordance with the Reactivation Readine