Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze in detail the issuer lock-up provisions contained in Section 5(k) of the near-final draft underwriting agreement (the "Underwriting Agreement") among Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder" or "Pinnacle Vista"), and the several underwriters named therein, with Hargrove

II. Background and Context A. Offering Overview CBR is a Delaware corporation engaged in the development, construction, ownership, and operation of utility-scale renewable energy projects, including wind, solar photovoltaic, and battery energy storage systems across North America. The Company's current development pipeline encompasses approximately 6.2 gigawatts (GW) of renewable energy capacity across various stages

III. Summary of Issuer Lock-Up Provisions (Near-Final Draft) This Section provides a detailed summary of the issuer lock-up provisions as they appear in Section 5(k) of the near-final draft of the Underwriting Agreement. The summary is organized by the core restriction, the carve-outs (permitted activities during the Lock-Up Period), the release mechanism, and the notification requirement. A. Core Restriction The nea

1. Shares Sold in the Offering. The Company may issue and sell shares of Common Stock (including shares subject to the overallotment option) pursuant to the Underwriting Agreement. This carve-out is fundamental to the mechanics of the Offering itself, as the Underwriting Agreement simultaneously creates the lock-up obligation and the obligation to deliver shares to the underwriters. Without this carve-out, the issuan

2. Employee Equity Plan Grants. The Company may issue shares of Common Stock or grant equity awards, including stock options, restricted stock units ("RSUs"), and performance stock units ("PSUs"), pursuant to the 2022 Omnibus Equity Incentive Plan. The 2022 Omnibus Equity Incentive Plan has a share reserve of 12,727,273 shares, which represents approximately 10% of the post-IPO shares outstanding on a fully-exercised

3. ESPP Issuances. The Company may issue shares of Common Stock pursuant to the 2022 Employee Stock Purchase Plan (the "ESPP"). The ESPP has a share reserve of 2,545,455 shares, which represents approximately 2% of the post-IPO shares outstanding on a fully-exercised basis. The ESPP is designed to comply with Section 423 of the Internal Revenue Code and will permit eligible employees to purchase shares of Common Stoc

4. Conversion or Exchange of Existing Securities. The Company may issue shares of Common Stock upon the exercise of options, warrants, or rights, or upon the conversion or exchange of convertible or exchangeable securities, in each case that are outstanding as of the date of the final prospectus and are described in the registration statement on Form S-1 (the "Registration Statement"). This carve-out ensures that the

5. Acquisition Consideration. The Company may issue shares of Common Stock as full or partial consideration in connection with bona fide acquisitions or strategic transactions, subject to the following conditions: (a) The aggregate number of shares of Common Stock so issued during the Restricted Period shall not exceed five percent (5%) of the shares of Common Stock outstanding immediately following the closing of th

6. Filing of Registration Statements on Form S-8. The Company may file one or more registration statements on Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock issuable under the 2022 Omnibus Equity Incentive Plan and the ESPP. Form S-8 is the short-form registration statement available for the registration of securities offered under employee ben

7. Facilitation of Pledges. The Company may issue shares or otherwise facilitate the pledge of shares of Common Stock by stockholders, directors, or officers to bona fide lending institutions in connection with bona fide lending arrangements, provided that (a) the pledgee agrees in writing to be bound by the issuer lock-up terms for the duration of the Restricted Period, and (b) such pledge does not result in a dispo

IV. Analysis of Key Negotiation Points This Section provides a detailed analysis of each key negotiation point addressed in the course of the C&H / PD&Y negotiations on the issuer lock-up provisions, including the positions taken by each side, the resolution reached, and our assessment of the outcome. A. Length of Lock-Up Period: 180 Days PD&Y's initial draft of the Underwriting Agreement proposed a lock-up period of

I. Consent Mechanism — Hargrove Keating Sole Discretion The near-final draft provides that Hargrove Keating & Co. has sole discretion to release the Company from the issuer lock-up, in whole or in part, at any time during the Restricted Period, with or without conditions. • Sole Discretion Standard: The sole discretion standard vests the release authority exclusively in Hargrove Keating as lead-left book-running mana

V. Relationship to Individual Lock-Up Agreements A. Summary of Individual Lock-Ups The Individual Lock-Ups impose restrictions on the transfer, sale, hedging, and other disposition of shares of Common Stock by the Company's directors, executive officers, and holders of one percent (1%) or more of the pre-IPO Common Stock. The lock-up period for the Individual Lock-Ups is 180 days following the date of the final prosp

1. Change of Control Trigger. The Individual Lock-Ups include a provision for automatic early release upon the occurrence of a "Change of Control" (as defined in the Form of Lock-Up Agreement). As discussed in Section IV.H above, the issuer lock-up does not include a corresponding automatic release.

2. Rule 10b5-1 Plan Adoption. The Individual Lock-Ups permit lock-up holders to adopt Rule 10b5-1 trading plans during the Lock-Up Period, provided that no sales or other transfers of shares may be effected under such plans until after the expiration of the Lock-Up Period. This provision allows individuals to establish pre-planned trading programs during the lock-up while deferring actual sales until the lock-up expi

3. Estate-Planning Transfers. The Individual Lock-Ups permit transfers of shares for estate-planning purposes, including transfers to trusts for the benefit of the lock-up holder or the holder's immediate family members, provided that the transferee agrees in writing to be bound by the lock-up terms for the remainder of the Restricted Period. This carve-out is not applicable to the issuer lock-up, as the Company does

4. Affiliate Transfers. The Individual Lock-Ups permit transfers to affiliates of the lock-up holder (e.g., a general partner, limited partner, or member of a lock-up holder that is a fund or other entity), provided that the transferee agrees to be bound by the lock-up terms. The issuer lock-up does not address affiliate transfers, as this concept is not relevant to issuer-level restrictions on the issuance of securi

VI. Market Precedent Comparison A. Methodology To benchmark the issuer lock-up provisions in the near-final draft of the Underwriting Agreement, C&H reviewed the issuer lock-up provisions in the underwriting agreements for eight (8) recent initial public offerings of companies in the renewables and clean-energy sector. The precedent transactions were selected based on the following criteria: (a) the issuer's primary

1. Acquisition Carve-Out. The 5% acquisition carve-out with 5-business-day notice represents a commercially balanced outcome that falls within the observed market range. Two of the eight precedent transactions had no acquisition carve-out at all (requiring Representative consent for any acquisition-related issuance during the lock-up), while the most issuer-friendly precedent allowed issuances of up to 10% of post-IP

2. Pledge Carve-Out. The pledge carve-out is present in three of the eight precedent transactions, reflecting a trend toward increasing acceptance of this provision in IPOs involving PE-backed issuers. The carve-out is particularly relevant for CBR given Pinnacle Vista's position as the holder of approximately 62% of the pre-IPO Common Stock. As a significant stockholder, Pinnacle Vista may maintain margin loan or ot

3. Lock-Up Period Duration. None of the eight precedent companies reviewed had a lock-up period shorter than 180 days. The renewables sector appears to track the 180-day standard without variation, which is consistent with the broader U.S. IPO market. While there has been some discussion in the market of shorter lock-up periods (particularly for direct listings and SPAC de-SPAC transactions), the 180-day standard rem

4. Change of Control. Only one of the eight precedent transactions included an automatic Change of Control release in the issuer lock-up. This confirms that the absence of such a provision in the CBR near-final draft is consistent with majority market practice. A detailed precedent comparison table, including the names of the eight precedent companies and the specific terms of their issuer lock-up provisions, is atta

VII. Interaction with Existing Debt and Consent Requirements The Company's existing debt instruments contain certain negative covenants that restrict the issuance of equity securities in specified circumstances. C&H has reviewed the relevant debt instruments to confirm that the issuer lock-up carve-outs do not conflict with the Company's obligations under these instruments. Veltrano National Bank Corporate Credit Agr

VIII. Disclosure Considerations The issuer lock-up provisions (together with the Individual Lock-Ups) are described in several sections of the prospectus included in the Registration Statement and are subject to regulatory review by the SEC and FINRA. Underwriting Section of Prospectus. The lock-up provisions (both issuer-level and individual-level) are described in the "Underwriting" section of the prospectus. The d

IX. Open Points and Recommendations A. Remaining Open Points Based on our review of the near-final draft, we have identified three (3) discrete open points that should be resolved at or prior to the pricing stage of the Offering:

1. Definition of "Outstanding" for Purposes of the 5% Acquisition Cap. The near-final draft of the issuer lock-up references "shares outstanding immediately after giving effect to the offering" for purposes of calculating the 5% cap on acquisition-related issuances, but does not specify whether this calculation is made on a base-offering basis (i.e., 123,713,636 shares) or on a full-overallotment basis (i.e., 127,272

2. Evergreen Provision Interaction. The 2022 Omnibus Equity Incentive Plan includes an "evergreen" provision that automatically increases the share reserve on the first day of each fiscal year by the lesser of (a) a specified number of shares and (b) a specified percentage of the shares outstanding on the last day of the immediately preceding fiscal year. If the Lock-Up Period spans a fiscal y