Contract analysis

I. INTRODUCTORY PARAGRAPH A. Identification of the Registration Statement We have been requested to furnish this letter (the "Initial Comfort Letter") in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), with an aggregate offering size of approximat

II. INDEPENDENCE A. Independence Statement We are an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations thereunder adopted by the Commission, and within the meaning of Rule 3520, Auditor Independence, and related independence rules and standards of the Public Company Acc

III. AUDITED FINANCIAL STATEMENTS A. Identification of Financial Statements Audited We have audited the consolidated financial statements of Calloway-Briggs Renewables Inc. and its subsidiaries (collectively, the "Consolidated Entities"), consisting of: (i) the consolidated balance sheets as of December 31, 2019, December 31, 2020, and December 31, 2021; (ii) the consolidated statements of operations for each of the

IV. FINANCIAL STATEMENTS AND FINANCIAL DATA COVERED A. Audited Periods The Audited Financial Statements included in the Registration Statement cover the following periods and reflect the following selected data: The selected data presented above are derived from, and should be read in conjunction with, the Audited Financial Statements. Adjusted EBITDA is a non-GAAP financial measure, and the treatment thereof is desc

V. PROCEDURES PERFORMED (AGREED-UPON AND SPECIFIED) In addition to the audit referred to in Section III above and the review of interim financial information referred to in Section IV.B above, we have performed the following procedures, which were agreed upon by the addressees, with respect to the Registration Statement. These procedures were performed solely to assist the Underwriters in conducting and documenting t

1. The Audited Financial Statements (consolidated financial statements and related notes) for FY 2019, FY 2020, and FY 2021;

2. The unaudited condensed consolidated financial data for Q1 2022, as reviewed by us in accordance with AS 4105;

3. The Company's accounting records and internal schedules, as provided to us by the Company's finance and accounting department. The categories of financial data that we compared and ticked-and-tied are set forth in detail in Appendix B to this letter. The following is a summary of the principal categories of data covered by our comparison and tick-and-tie procedures: Prospectus Summary — Financial Highlights. We co

1. Whether there were, at a date not more than five business days prior to the date of this letter (such date being June 3, 2022, the "Cut-Off Date"), any changes in the Company's capital stock (other than issuances of shares of Common Stock upon the exercise of stock options under the Company's pre-IPO equity plans in the ordinary course), any increase in total debt, or any decrease in total stockholders' equity or

2. Whether there were, for the period from January 1, 2022 through the Cut-Off Date, any decreases in revenue, net income, or Adjusted EBITDA of the Company and its consolidated subsidiaries, as compared with the corresponding period of the preceding year (i.e., January 1, 2021 through approximately June 3, 2021), other than as set forth in or contemplated by the Registration Statement. The responses of such official

VI. NEGATIVE ASSURANCE (CHANGE PERIOD) A. Scope of Negative Assurance Based upon the procedures described in Section V above (which procedures do not constitute an audit conducted in accordance with PCAOB standards), and subject to the limitations set forth in Section VI.B below, nothing came to our attention that caused us to believe that:

1. The Audited Financial Statements and schedules included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations adopted by the Commission;

2. Any material modifications should be made to the unaudited condensed consolidated financial data for Q1 2022 included in the Registration Statement for them to be in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP");

3. At the Cut-Off Date (June 3, 2022), there was any change in the capital stock of the Company (other than issuances of shares of Common Stock upon the exercise of stock options under the Company's pre-IPO equity plans in the ordinary course), any increase in total debt, or any decrease in total stockholders' equity or net current assets of the Company and its consolidated subsidiaries, as compared with amounts show

4. For the period from January 1, 2022 through the Cut-Off Date, there were any decreases in revenue, net income, or Adjusted EBITDA of the Company and its consolidated subsidiaries, as compared with the corresponding period of the preceding year (i.e., January 1, 2021 through approximately June 3, 2021), except in each case for changes, increases, or decreases that the Registration Statement discloses have occurred

VII. CHANGE-PERIOD TABULAR DATA A. Table Comparing Balance Sheet Items The following table sets forth a comparison of selected consolidated balance sheet items of the Company and its consolidated subsidiaries as of the Cut-Off Date (approximately June 3, 2022) with the corresponding amounts as of December 31, 2021 (the most recent audited balance sheet date): Note: The increases in total debt and total assets reflect

VIII. CAPITALIZATION AND PRO FORMA DATA A. Capitalization Table We have read the "Capitalization" table included in the Prospectus and have compared the historical amounts therein to the Audited Financial Statements and the reviewed Q1 2022 interim financial data. The historical amounts were found to be in agreement with, or correctly derived from, such financial statements and financial data, as applicable. The capi

IX. OTHER MATTERS A. Subsequent Events We have read, to the extent available as of the date of this letter, the Company's unaudited internal financial reports for the months of April 2022 and May 2022 and have made inquiries of management (specifically, Marcus Yoon, Chief Financial Officer, and Priya Anand, Senior Vice President, Finance & Treasurer) as to whether any events or transactions have occurred subsequent t

X. CONCLUDING PARAGRAPH A. Addressee Restriction This letter is solely for the information of, and assistance to, the addressees — that is, the several underwriters named in the Underwriting Agreement — in conducting and documenting their investigation of the affairs of the Company in connection with the proposed Offering of the Company's Common Stock. This letter is not to be used, circulated, quoted, or otherwise r

7. Description of Indebtedness

9. Principal and Selling Stockholders (Share Amounts)

10. Implied Valuation Data [End of Appendix B] DRAFT — FOR DISCUSSION PURPOSES ONLY [Remainder of page intentionally left blank] Item | FY 2019 (Year Ended December 31, 2019) | FY 2020 (Year Ended December 31, 2020) | FY 2021 (Year Ended December 31, 2021) Revenue | $312.8 million | $401.5 million | $487.3 million Net Income (Loss) | ($22.4 million) | $14.1 million | $41.7 million Total Assets | $2.61 billion | $3.18