1015-00001 · Graymont Brothers Inc · Closing

officers-certificate-draft.docx DOCUMENT Capital Markets

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DRAFT — For Discussion Purposes Only — Subject to Completion

OFFICER'S CERTIFICATE

Calloway-Briggs Renewables Inc.

Delivered Pursuant to Section [__] of the Underwriting Agreement

[____, 2022]

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [__] of the Underwriting Agreement dated as of [__, 2022] (the "Underwriting Agreement"), among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several Underwriters named in Schedule I thereto, for whom Hargrove Keating & Co. is acting as representative (the "Representative"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

Section 1. Identity and Authority of Certifying Officers

The undersigned, Garrett Calloway, Co-Founder, Chairman and Chief Executive Officer of Calloway-Briggs Renewables Inc. (the "Company"), and Marcus Yoon, Chief Financial Officer of the Company, each hereby certify, in their respective capacities as officers of the Company and not in their individual capacities, as follows:

This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters to purchase the Shares at the Closing Date (and/or the Option Closing Date, as applicable). The undersigned officers are duly authorized to execute and deliver this Certificate on behalf of the Company.

In connection with the delivery of this Certificate, the undersigned officers have reviewed and are familiar with the Registration Statement on Form S-1 (File No. 333-[__]) (as amended, the "Registration Statement"), as initially filed with the Securities and Exchange Commission (the "SEC") and as subsequently amended, including all amendments and exhibits thereto, and the related Prospectus dated [____, 2022] (the "Prospectus"), together with any supplements thereto filed or to be filed pursuant to Rule 424(b) of the rules and regulations of the SEC promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The undersigned officers have also reviewed the Underwriting Agreement, the organizational documents of the Company, the minutes and resolutions of the Board of Directors and stockholders of the Company relating to the transactions contemplated by the Underwriting Agreement, and such other documents, corporate records, certificates, and instruments as the undersigned officers have deemed necessary or appropriate for the purpose of rendering the certifications set forth herein.

Section 2. Bring-Down of Representations and Warranties

Each of the representations and warranties of the Company contained in Section [__] of the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement and as of the Closing Date (or the Option Closing Date, as applicable), with the same force and effect as though expressly made on and as of such date; provided, that with respect to representations and warranties that are qualified by materiality or by reference to "Material Adverse Effect," such representations and warranties are true and correct in all respects as of the date of the Underwriting Agreement and as of the Closing Date (or the Option Closing Date, as applicable), with the same force and effect as though expressly made on and as of such date; and provided, further, that to the extent that any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct (or true and correct in all material respects, as applicable) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned officers confirm that (a) all representations and warranties relating to the Company's formation, organization, capitalization, authority, financial statements, tax matters, intellectual property, material contracts, employee matters, environmental compliance, regulatory compliance, and insurance are true and correct in accordance with the standard set forth in the immediately preceding paragraph, and (b) all information furnished by the Company in connection with the Registration Statement and the Prospectus for use therein was, at the time so furnished, and continues to be, true and correct in all material respects.

Section 3. Compliance with Covenants and Conditions

The Company has complied in all material respects with all of its covenants, agreements, and obligations under the Underwriting Agreement required to be performed or satisfied by the Company on or prior to the Closing Date (or the Option Closing Date, as applicable), including, without limitation, the covenants set forth in Section [__] of the Underwriting Agreement.

Without limiting the generality of the foregoing, the Company has (a) timely furnished or caused to be furnished all documents, certificates, opinions, and instruments required to be delivered by or on behalf of the Company pursuant to the Underwriting Agreement on or prior to the Closing Date (or the Option Closing Date, as applicable), (b) complied with all applicable requirements under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the filing of all required reports, schedules, and forms with the SEC, (c) cooperated with the Underwriters and their counsel in connection with the qualification of the Shares for offering and sale under the state securities or "blue sky" laws of such jurisdictions as the Representative has reasonably requested, and (d) refrained from taking any action that would cause the Company to become an "ineligible issuer" as defined in Rule 405 under the Securities Act.

Section 4. No Material Adverse Effect

Since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus — specifically, the audited consolidated financial statements of the Company and its subsidiaries as of and for the fiscal year ended December 31, 2021, and the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of and for the three months ended March 31, 2022 — there has not been any change, event, occurrence, effect, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on:

(a) the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole; or

(b) the ability of the Company to consummate the transactions contemplated by the Underwriting Agreement, including the issuance, sale, and delivery of the Shares.

For purposes of this Certificate, the term "Material Adverse Effect" has the meaning assigned to it in the Underwriting Agreement, which definition includes customary carve-outs providing that none of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect:

(i) changes in general economic conditions or conditions in the financial, credit, debt, capital, or securities markets generally (including changes in interest rates or exchange rates);

(ii) changes in United States generally accepted accounting principles ("GAAP") or applicable law, regulation, or other binding directives issued by any governmental authority;

(iii) changes, events, occurrences, effects, or developments affecting the renewable-energy or utility industries generally;

(iv) natural disasters, pandemics (including COVID-19 and any variants thereof), epidemics, acts of terrorism, hostilities, sabotage, cyberattacks, military actions, war (whether or not declared), or any escalation or worsening of any of the foregoing;

(v) changes, events, occurrences, effects, or developments resulting from the announcement or pendency of the initial public offering of the Shares or the other transactions contemplated by the Underwriting Agreement, including any loss of, or adverse change in, the relationship of the Company or any of its subsidiaries with any customers, suppliers, financing sources, employees, or other business partners; and

(vi) any decline in the market price or trading volume of the Company's securities (if then publicly traded) or any change in the credit rating or credit outlook of the Company;

provided, however, that, with respect to clauses (i), (ii), (iii), and (iv), such changes, events, occurrences, effects, or developments may be taken into account in determining whether there has been a Material Adverse Effect to the extent that they disproportionately affect the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same industries and in the same geographic markets as the Company and its subsidiaries.

Section 5. Accuracy of Registration Statement and Prospectus

The undersigned officers hereby certify as follows with respect to the accuracy and completeness of the Registration Statement and the Prospectus:

(a) The Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) The Prospectus, as of its date and as of the Closing Date (or the Option Closing Date, as applicable), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) Each Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act), if any, prepared or authorized by the Company, when taken together with the Prospectus, does not include any information that conflicts with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein.

The foregoing certifications are made with respect to the Registration Statement on Form S-1 filed with the SEC under CIK No. 0001948372, including:

• the initial Registration Statement as originally filed;

• Amendment No. 1 to the Registration Statement (EDGAR Accession No. 0001948372-22-000002), dated May 20, 2022; and

• Amendment No. 2 to the Registration Statement (EDGAR Accession No. 0001948372-22-000003), dated June 10, 2022.

The undersigned officers have participated in the preparation of, and have reviewed, each of the foregoing filings and are not aware of any material misstatement or omission in any such filing that has not been corrected in a subsequent amendment or supplement.

Section 6. No Stop Order or Proceedings

No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned, threatened by the SEC. No order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the SEC.

The undersigned officers note, for the information of the Underwriters, that the staff of the SEC's Division of Corporation Finance provided oral clearance with respect to the Registration Statement on June 14, 2022, subject to the filing of a pricing amendment reflecting the final public offering price, underwriting discounts and commissions, and proceeds to the Company and the Selling Stockholder as determined in the Pricing Agreement.

To the knowledge of the undersigned, no stop order, injunction, or other order or proceeding of any nature has been issued or commenced by any federal, state, or foreign governmental authority that would prevent or restrict the issuance, offering, or sale of the Shares as contemplated by the Underwriting Agreement, the Registration Statement, and the Prospectus.

Section 7. No Prohibited Issuances

Since the date of the Underwriting Agreement, the Company has not:

(a) issued any securities (other than (x) shares of common stock issued upon the exercise or settlement of stock options, restricted stock units, or other awards outstanding under the Company's equity compensation plans as previously disclosed in the Registration Statement and (y) shares of common stock issued pursuant to the Company's employee benefit plans, in each case as permitted under the Underwriting Agreement);

(b) incurred any material liability or obligation, direct or contingent, not in the ordinary course of business consistent with past practice; or

in each case, other than as contemplated by the Underwriting Agreement, the Registration Statement, or the Prospectus.

In connection with the foregoing, the undersigned officers acknowledge that the Company is subject to the issuer lock-up provisions set forth in the Underwriting Agreement, which restrict the Company from issuing, selling, offering to sell, contracting to sell, granting any option or warrant for the sale of, pledging, hypothecating, or otherwise disposing of, or registering under the Securities Act, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days following the date of the final Prospectus, subject to the following customary exceptions:

(i) shares of common stock to be issued and sold by the Company pursuant to the Underwriting Agreement;

(ii) shares of common stock issued pursuant to the 2022 Omnibus Equity Incentive Plan (with an aggregate share reserve of 12,727,273 shares of common stock) and the 2022 Employee Stock Purchase Plan (with an aggregate share reserve of 2,545,455 shares of common stock), in each case as described in the Registration Statement and the Prospectus; and

(iii) shares of common stock issued as consideration in connection with bona fide acquisitions, mergers, or strategic transactions, provided that the recipients thereof agree in writing to be bound by the lock-up restrictions for the remainder of the lock-up period.

Section 8. Good Standing and Corporate Existence

The Company is validly existing as a corporation in good standing under the laws of the State of Delaware, which is its jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership, operation, or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company's principal place of business is located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's Employer Identification Number is 83-4027615.

Each of the Company's material subsidiaries is validly existing and in good standing under the laws of its respective jurisdiction of organization. The material subsidiaries of the Company are as follows:

Each such subsidiary is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business or the ownership, operation, or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company directly or indirectly owns all of the outstanding equity interests of each of the foregoing material subsidiaries, free and clear of any liens, encumbrances, or other restrictions (other than transfer restrictions under applicable securities laws and the organizational documents of such subsidiaries).

Section 9. Authorized Capital and Valid Issuance of Shares

The shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company to be issued and sold by the Company pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action, including (a) approval and authorization by the Board of Directors of the Company and (b) adoption by the stockholders of the Company of the Amended and Restated Certificate of Incorporation of the Company, which became effective upon filing with the Secretary of State of the State of Delaware.

As of immediately prior to the consummation of the offering contemplated by the Underwriting Agreement, the Company has 100,000,000 shares of Common Stock outstanding on a fully diluted basis, after giving effect to the reclassification of the Company's equity securities as described in the Registration Statement and the Prospectus.

The Company is offering and selling the following shares of Common Stock in the offering:

• Base shares to be issued by the Company (primary offering): 16,895,455 shares of Common Stock, representing gross proceeds to the Company of approximately $371,700,000, based on the assumed midpoint public offering price of $22.00 per share (before deducting underwriting discounts and commissions and estimated offering expenses);

• Overallotment shares (Company portion, if applicable): Such number of additional shares of Common Stock as may be set forth in the Pricing Agreement, in connection with the Underwriters' option to purchase additional shares to cover over-allotments; and

• Total post-IPO shares outstanding:

• Base offering (no exercise of overallotment option): 123,713,636 shares of Common Stock; and

• Full exercise of overallotment option: 127,272,727 shares of Common Stock.

Upon payment therefor in accordance with the terms and conditions of the Underwriting Agreement, such shares of Common Stock will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or other similar rights of any stockholder of the Company or any other person.

The Company has applied to list the shares of Common Stock on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI" pursuant to NYSE Listing Application No. NYSE-2022-04218. The Company has been advised that the NYSE has approved the listing application, subject to official notice of issuance and satisfaction of customary listing conditions.

The transfer agent and registrar for the Common Stock is Continental Shareowner Services, Inc., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004.

Section 10. No Conflicts

The execution, delivery, and performance by the Company of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of the Shares, do not and will not:

(a) violate or conflict with the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company, each as in effect on the date hereof;

(b) violate or conflict with any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets;

(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, or result in the loss of a material benefit under, any material agreement, instrument, permit, license, or obligation to which the Company or any of its subsidiaries is a party or by which any of their respective properties or assets are bound, including:

(i) the Corporate Revolving Credit Facility and Term Loan B with Veltrano National Bank, as administrative agent and collateral agent, and the lenders party thereto (subject to receipt of the lender consent contemplated by the Underwriting Agreement);

(ii) the construction-to-term facilities with Prairie Commercial Bank, N.A., as administrative agent, and the lenders party thereto; and

(iii) the tax-equity partnership agreement with Veltara Basin Financial LLC (subject to receipt of the investor consent contemplated by the Underwriting Agreement); or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, restriction, or claim of any kind on any of the assets or properties of the Company or any of its subsidiaries.

Section 11. No Litigation (Bring-Down)

There are no pending or, to the knowledge of the undersigned after due inquiry, threatened actions, suits, claims, proceedings, investigations, or governmental or regulatory actions or proceedings against or affecting the Company or any of its subsidiaries or any of their respective properties, assets, officers, or directors before or by any court, arbitrator, governmental body, agency, or official, or any stock exchange, that:

(a) question the validity of the Underwriting Agreement or any action taken or to be taken by the Company in connection with the consummation of the transactions contemplated thereby; or

(b) individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

The foregoing certification is consistent with, and is not intended to expand or limit, the disclosure of legal proceedings, litigation, and regulatory matters set forth in the Registration Statement and the Prospectus, including, without limitation, the disclosure appearing under the caption "Legal Proceedings" and in the notes to the Company's consolidated financial statements included therein.

Section 12. Incorporation of Underwriting Agreement Definitions

All definitions and defined terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. Without limiting the foregoing, the definition of "Material Adverse Effect" as set forth in the Underwriting Agreement is specifically incorporated by reference into this Certificate and shall apply to all references to such term in this Certificate.

Section 13. Reliance and Purpose

This Certificate is being furnished to the Underwriters pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters to purchase the Shares at the Closing Date (and/or the Option Closing Date, as applicable). The undersigned officers acknowledge and agree that the Underwriters and their respective counsel are entitled to rely upon this Certificate and the statements, representations, and certifications made herein in connection with the purchase of the Shares. This Certificate may not be used, circulated, quoted, or otherwise referred to for any other purpose without the prior written consent of the Company.

The undersigned officers have made such investigations, inquiries, and examinations as they have deemed necessary or appropriate for the purpose of rendering the certifications set forth herein, including review of the Company's books and records, internal financial statements, management reports, legal proceedings records, and discussions with other officers, employees, outside counsel, and independent auditors of the Company.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first set forth above.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Garrett Calloway

Title: Co-Founder, Chairman and Chief Executive Officer

Date: ________

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Marcus Yoon

Title: Chief Financial Officer

Date: ________

DRAFT — For Discussion Purposes Only — Subject to Completion

This document constitutes attorney work product of Calderwood & Harkness LLP, prepared in connection with the proposed initial public offering of common stock of Calloway-Briggs Renewables Inc. This draft is subject to further review, revision, and completion and does not constitute a final or executed document. This Officer's Certificate was never executed; the offering was placed in dormant status on June 17, 2022.

Calderwood & Harkness LLP	C&H Matter No. 1015-00001 Prepared by: Brendan Walsh Reviewed by: Jennifer Kwon
Subsidiary	Jurisdiction of Organization
CBR Holdings LLC	Delaware
Calloway-Briggs Operating Company LLC	Delaware
Solaris West Solar LLC	Delaware
Red Mesa Wind Energy LLC	Delaware
Painted Rock Solar LLC	Delaware
Pronghorn Wind LLC	Texas
Brazos Energy Storage LLC	Texas
Mesquite Wind Holdings LLC	Delaware
Cimarron Solar Development LLC	Delaware
CBR Development Co. LLC	Delaware

DRAFT — For Discussion Purposes Only — Subject to Completion
OFFICER'S CERTIFICATE
of
Calloway-Briggs Renewables Inc.
Delivered Pursuant to Section [__] of the Underwriting Agreement
[____, 2022]
This Officer's Certificate (this "Certificate") is delivered pursuant to Section [__] of the Underwriting Agreement dated as of [__, 2022] (the "Underwriting Agreement"), among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several Underwriters named in Schedule I thereto, for whom Hargrove Keating & Co. is acting as representative (the "Representative"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
Section 1. Identity and Authority of Certifying Officers
The undersigned, Garrett Calloway, Co-Founder, Chairman and Chief Executive Officer of Calloway-Briggs Renewables Inc. (the "Company"), and Marcus Yoon, Chief Financial Officer of the Company, each hereby certify, in their respective capacities as officers of the Company and not in their individual capacities, as follows:
This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters to purchase the Shares at the Closing Date (and/or the Option Closing Date, as applicable). The undersigned officers are duly authorized to execute and deliver this Certificate on behalf of the Company.
In connection with the delivery of this Certificate, the undersigned officers have reviewed and are familiar with the Registration Statement on Form S-1 (File No. 333-[__]) (as amended, the "Registration Statement"), as initially filed with the Securities and Exchange Commission (the "SEC") and as subsequently amended, including all amendments and exhibits thereto, and the related Prospectus dated [____, 2022] (the "Prospectus"), together with any supplements thereto filed or to be filed pursuant to Rule 424(b) of the rules and regulations of the SEC promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The undersigned officers have also reviewed the Underwriting Agreement, the organizational documents of the Company, the minutes and resolutions of the Board of Directors and stockholders of the Company relating to the transactions contemplated by the Underwriting Agreement, and such other documents, corporate records, certificates, and instruments as the undersigned officers have deemed necessary or appropriate for the purpose of rendering the certifications set forth herein.
Section 2. Bring-Down of Representations and Warranties
Each of the representations and warranties of the Company contained in Section [__] of the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement and as of the Closing Date (or the Option Closing Date, as applicable), with the same force and effect as though expressly made on and as of such date; provided, that with respect to representations and warranties that are qualified by materiality or by reference to "Material Adverse Effect," such representations and warranties are true and correct in all respects as of the date of the Underwriting Agreement and as of the Closing Date (or the Option Closing Date, as applicable), with the same force and effect as though expressly made on and as of such date; and provided, further, that to the extent that any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct (or true and correct in all material respects, as applicable) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned officers confirm that (a) all representations and warranties relating to the Company's formation, organization, capitalization, authority, financial statements, tax matters, intellectual property, material contracts, employee matters, environmental compliance, regulatory compliance, and insurance are true and correct in accordance with the standard set forth in the immediately preceding paragraph, and (b) all information furnished by the Company in connection with the Registration Statement and the Prospectus for use therein was, at the time so furnished, and continues to be, true and correct in all material respects.
Section 3. Compliance with Covenants and Conditions
The Company has complied in all material respects with all of its covenants, agreements, and obligations under the Underwriting Agreement required to be performed or satisfied by the Company on or prior to the Closing Date (or the Option Closing Date, as applicable), including, without limitation, the covenants set forth in Section [__] of the Underwriting Agreement.
Without limiting the generality of the foregoing, the Company has (a) timely furnished or caused to be furnished all documents, certificates, opinions, and instruments required to be delivered by or on behalf of the Company pursuant to the Underwriting Agreement on or prior to the Closing Date (or the Option Closing Date, as applicable), (b) complied with all applicable requirements under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the filing of all required reports, schedules, and forms with the SEC, (c) cooperated with the Underwriters and their counsel in connection with the qualification of the Shares for offering and sale under the state securities or "blue sky" laws of such jurisdictions as the Representative has reasonably requested, and (d) refrained from taking any action that would cause the Company to become an "ineligible issuer" as defined in Rule 405 under the Securities Act.
Section 4. No Material Adverse Effect
Since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus — specifically, the audited consolidated financial statements of the Company and its subsidiaries as of and for the fiscal year ended December 31, 2021, and the unaudited condensed consolidated financial statements of the Company and its subsidiaries as of and for the three months ended March 31, 2022 — there has not been any change, event, occurrence, effect, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on:
(a) the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole; or
(b) the ability of the Company to consummate the transactions contemplated by the Underwriting Agreement, including the issuance, sale, and delivery of the Shares.
For purposes of this Certificate, the term "Material Adverse Effect" has the meaning assigned to it in the Underwriting Agreement, which definition includes customary carve-outs providing that none of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect:
(i) changes in general economic conditions or conditions in the financial, credit, debt, capital, or securities markets generally (including changes in interest rates or exchange rates);
(ii) changes in United States generally accepted accounting principles ("GAAP") or applicable law, regulation, or other binding directives issued by any governmental authority;
(iii) changes, events, occurrences, effects, or developments affecting the renewable-energy or utility industries generally;
(iv) natural disasters, pandemics (including COVID-19 and any variants thereof), epidemics, acts of terrorism, hostilities, sabotage, cyberattacks, military actions, war (whether or not declared), or any escalation or worsening of any of the foregoing;
(v) changes, events, occurrences, effects, or developments resulting from the announcement or pendency of the initial public offering of the Shares or the other transactions contemplated by the Underwriting Agreement, including any loss of, or adverse change in, the relationship of the Company or any of its subsidiaries with any customers, suppliers, financing sources, employees, or other business partners; and
(vi) any decline in the market price or trading volume of the Company's securities (if then publicly traded) or any change in the credit rating or credit outlook of the Company;
provided, however, that, with respect to clauses (i), (ii), (iii), and (iv), such changes, events, occurrences, effects, or developments may be taken into account in determining whether there has been a Material Adverse Effect to the extent that they disproportionately affect the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same industries and in the same geographic markets as the Company and its subsidiaries.
Section 5. Accuracy of Registration Statement and Prospectus
The undersigned officers hereby certify as follows with respect to the accuracy and completeness of the Registration Statement and the Prospectus:
(a) The Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(b) The Prospectus, as of its date and as of the Closing Date (or the Option Closing Date, as applicable), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) Each Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act), if any, prepared or authorized by the Company, when taken together with the Prospectus, does not include any information that conflicts with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein.
The foregoing certifications are made with respect to the Registration Statement on Form S-1 filed with the SEC under CIK No. 0001948372, including:
•  the initial Registration Statement as originally filed;
•  Amendment No. 1 to the Registration Statement (EDGAR Accession No. 0001948372-22-000002), dated May 20, 2022; and
•  Amendment No. 2 to the Registration Statement (EDGAR Accession No. 0001948372-22-000003), dated June 10, 2022.
The undersigned officers have participated in the preparation of, and have reviewed, each of the foregoing filings and are not aware of any material misstatement or omission in any such filing that has not been corrected in a subsequent amendment or supplement.
Section 6. No Stop Order or Proceedings
No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned, threatened by the SEC. No order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the SEC.
The undersigned officers note, for the information of the Underwriters, that the staff of the SEC's Division of Corporation Finance provided oral clearance with respect to the Registration Statement on June 14, 2022, subject to the filing of a pricing amendment reflecting the final public offering price, underwriting discounts and commissions, and proceeds to the Company and the Selling Stockholder as determined in the Pricing Agreement.
To the knowledge of the undersigned, no stop order, injunction, or other order or proceeding of any nature has been issued or commenced by any federal, state, or foreign governmental authority that would prevent or restrict the issuance, offering, or sale of the Shares as contemplated by the Underwriting Agreement, the Registration Statement, and the Prospectus.
Section 7. No Prohibited Issuances
Since the date of the Underwriting Agreement, the Company has not:
(a) issued any securities (other than (x) shares of common stock issued upon the exercise or settlement of stock options, restricted stock units, or other awards outstanding under the Company's equity compensation plans as previously disclosed in the Registration Statement and (y) shares of common stock issued pursuant to the Company's employee benefit plans, in each case as permitted under the Underwriting Agreement);
(b) incurred any material liability or obligation, direct or contingent, not in the ordinary course of business consistent with past practice; or
(c) entered into any material transaction not in the ordinary course of business consistent with past practice,
in each case, other than as contemplated by the Underwriting Agreement, the Registration Statement, or the Prospectus.
In connection with the foregoing, the undersigned officers acknowledge that the Company is subject to the issuer lock-up provisions set forth in the Underwriting Agreement, which restrict the Company from issuing, selling, offering to sell, contracting to sell, granting any option or warrant for the sale of, pledging, hypothecating, or otherwise disposing of, or registering under the Securities Act, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days following the date of the final Prospectus, subject to the following customary exceptions:
(i) shares of common stock to be issued and sold by the Company pursuant to the Underwriting Agreement;
(ii) shares of common stock issued pursuant to the 2022 Omnibus Equity Incentive Plan (with an aggregate share reserve of 12,727,273 shares of common stock) and the 2022 Employee Stock Purchase Plan (with an aggregate share reserve of 2,545,455 shares of common stock), in each case as described in the Registration Statement and the Prospectus; and
(iii) shares of common stock issued as consideration in connection with bona fide acquisitions, mergers, or strategic transactions, provided that the recipients thereof agree in writing to be bound by the lock-up restrictions for the remainder of the lock-up period.
Section 8. Good Standing and Corporate Existence
The Company is validly existing as a corporation in good standing under the laws of the State of Delaware, which is its jurisdiction of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership, operation, or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company's principal place of business is located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's Employer Identification Number is 83-4027615.
Each of the Company's material subsidiaries is validly existing and in good standing under the laws of its respective jurisdiction of organization. The material subsidiaries of the Company are as follows:
Each such subsidiary is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business or the ownership, operation, or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company directly or indirectly owns all of the outstanding equity interests of each of the foregoing material subsidiaries, free and clear of any liens, encumbrances, or other restrictions (other than transfer restrictions under applicable securities laws and the organizational documents of such subsidiaries).
Section 9. Authorized Capital and Valid Issuance of Shares
The shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company to be issued and sold by the Company pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action, including (a) approval and authorization by the Board of Directors of the Company and (b) adoption by the stockholders of the Company of the Amended and Restated Certificate of Incorporation of the Company, which became effective upon filing with the Secretary of State of the State of Delaware.
As of immediately prior to the consummation of the offering contemplated by the Underwriting Agreement, the Company has 100,000,000 shares of Common Stock outstanding on a fully diluted basis, after giving effect to the reclassification of the Company's equity securities as described in the Registration Statement and the Prospectus.
The Company is offering and selling the following shares of Common Stock in the offering:
•  Base shares to be issued by the Company (primary offering): 16,895,455 shares of Common Stock, representing gross proceeds to the Company of approximately $371,700,000, based on the assumed midpoint public offering price of $22.00 per share (before deducting underwriting discounts and commissions and estimated offering expenses);
•  Overallotment shares (Company portion, if applicable): Such number of additional shares of Common Stock as may be set forth in the Pricing Agreement, in connection with the Underwriters' option to purchase additional shares to cover over-allotments; and
•  Total post-IPO shares outstanding:
•  Base offering (no exercise of overallotment option): 123,713,636 shares of Common Stock; and
•  Full exercise of overallotment option: 127,272,727 shares of Common Stock.
Upon payment therefor in accordance with the terms and conditions of the Underwriting Agreement, such shares of Common Stock will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or other similar rights of any stockholder of the Company or any other person.
The Company has applied to list the shares of Common Stock on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI" pursuant to NYSE Listing Application No. NYSE-2022-04218. The Company has been advised that the NYSE has approved the listing application, subject to official notice of issuance and satisfaction of customary listing conditions.
The transfer agent and registrar for the Common Stock is Continental Shareowner Services, Inc., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004.
Section 10. No Conflicts
The execution, delivery, and performance by the Company of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of the Shares, do not and will not:
(a) violate or conflict with the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company, each as in effect on the date hereof;
(b) violate or conflict with any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets;
(c) result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, or result in the loss of a material benefit under, any material agreement, instrument, permit, license, or obligation to which the Company or any of its subsidiaries is a party or by which any of their respective properties or assets are bound, including:
(i) the Corporate Revolving Credit Facility and Term Loan B with Veltrano National Bank, as administrative agent and collateral agent, and the lenders party thereto (subject to receipt of the lender consent contemplated by the Underwriting Agreement);
(ii) the construction-to-term facilities with Prairie Commercial Bank, N.A., as administrative agent, and the lenders party thereto; and
(iii) the tax-equity partnership agreement with Veltara Basin Financial LLC (subject to receipt of the investor consent contemplated by the Underwriting Agreement); or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, restriction, or claim of any kind on any of the assets or properties of the Company or any of its subsidiaries.
Section 11. No Litigation (Bring-Down)
There are no pending or, to the knowledge of the undersigned after due inquiry, threatened actions, suits, claims, proceedings, investigations, or governmental or regulatory actions or proceedings against or affecting the Company or any of its subsidiaries or any of their respective properties, assets, officers, or directors before or by any court, arbitrator, governmental body, agency, or official, or any stock exchange, that:
(a) question the validity of the Underwriting Agreement or any action taken or to be taken by the Company in connection with the consummation of the transactions contemplated thereby; or
(b) individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
The foregoing certification is consistent with, and is not intended to expand or limit, the disclosure of legal proceedings, litigation, and regulatory matters set forth in the Registration Statement and the Prospectus, including, without limitation, the disclosure appearing under the caption "Legal Proceedings" and in the notes to the Company's consolidated financial statements included therein.
Section 12. Incorporation of Underwriting Agreement Definitions
All definitions and defined terms used in this Certificate and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. Without limiting the foregoing, the definition of "Material Adverse Effect" as set forth in the Underwriting Agreement is specifically incorporated by reference into this Certificate and shall apply to all references to such term in this Certificate.
Section 13. Reliance and Purpose
This Certificate is being furnished to the Underwriters pursuant to Section [__] of the Underwriting Agreement as a condition to the obligations of the several Underwriters to purchase the Shares at the Closing Date (and/or the Option Closing Date, as applicable). The undersigned officers acknowledge and agree that the Underwriters and their respective counsel are entitled to rely upon this Certificate and the statements, representations, and certifications made herein in connection with the purchase of the Shares. This Certificate may not be used, circulated, quoted, or otherwise referred to for any other purpose without the prior written consent of the Company.
The undersigned officers have made such investigations, inquiries, and examinations as they have deemed necessary or appropriate for the purpose of rendering the certifications set forth herein, including review of the Company's books and records, internal financial statements, management reports, legal proceedings records, and discussions with other officers, employees, outside counsel, and independent auditors of the Company.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first set forth above.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Garrett Calloway
Title: Co-Founder, Chairman and Chief Executive Officer
Date: ________
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Marcus Yoon
Title: Chief Financial Officer
Date: ________
DRAFT — For Discussion Purposes Only — Subject to Completion
This document constitutes attorney work product of Calderwood & Harkness LLP, prepared in connection with the proposed initial public offering of common stock of Calloway-Briggs Renewables Inc. This draft is subject to further review, revision, and completion and does not constitute a final or executed document. This Officer's Certificate was never executed; the offering was placed in dormant status on June 17, 2022.
Calderwood & Harkness LLP | C&H Matter No. 1015-00001 Prepared by: Brendan Walsh Reviewed by: Jennifer Kwon
Subsidiary | Jurisdiction of Organization
CBR Holdings LLC | Delaware
Calloway-Briggs Operating Company LLC | Delaware
Solaris West Solar LLC | Delaware
Red Mesa Wind Energy LLC | Delaware
Painted Rock Solar LLC | Delaware
Pronghorn Wind LLC | Texas
Brazos Energy Storage LLC | Texas
Mesquite Wind Holdings LLC | Delaware
Cimarron Solar Development LLC | Delaware
CBR Development Co. LLC | Delaware

DRAFT — For Discussion Purposes Only — Subject to Completion

OFFICER'S CERTIFICATE

CALLOWAY-BRIGGS RENEWABLES INC.

CALLOWAY-BRIGGS RENEWABLES INC.

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