1015-00001 · Graymont Brothers Inc · Selling Stockholder

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 C&H Matter No. 1015-00001

POWER OF ATTORNEY

Pinnacle Vista Capital Partners III, LP — Selling Stockholder

In connection with the proposed initial public offering of Common Stock of Calloway-Briggs Renewables Inc.

DRAFT — Subject to Revision

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that Pinnacle Vista Capital Partners III, LP, a limited partnership duly organized and validly existing under the laws of the State of Delaware ("PVCP III" or the "Selling Stockholder"), acting through its sole general partner, Pinnacle Vista Capital Management LLC, a Delaware limited liability company ("PVCM" or the "General Partner"), with its principal office located at 900 Park Avenue, 38th Floor, New York, NY 10021, does hereby irrevocably make, constitute, and appoint the attorneys-in-fact named herein as its true and lawful attorneys-in-fact and agents, with full power and authority to act on behalf of PVCP III in the manner and for the purposes set forth herein.

WHEREAS, Hugh Pemberton and Diane Kovac are each a Co-Founder and Managing Partner of the General Partner, and in such capacities are authorized to execute this Power of Attorney and to bind PVCP III to the obligations contemplated hereby;

WHEREAS, PVCP III is a selling stockholder in 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" or "CBR"), with its principal office located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746;

WHEREAS, PVCP III holds approximately 62,000,000 shares of Common Stock, representing approximately 62% of the 100,000,000 fully diluted pre-IPO shares of Common Stock outstanding as of the date hereof;

WHEREAS, PVCP III intends to sell, as a selling stockholder, secondary shares of Common Stock representing approximately $150,000,000 of the base offering (consisting of 6,818,182 shares at the assumed midpoint offering price of $22.00 per share, subject to adjustment based on final pricing) in the Offering (such shares, the "Secondary Shares"), as more fully described in Exhibit A attached hereto;

WHEREAS, the Offering contemplates a total aggregate offering size of approximately $600,000,000, consisting of a base offering of approximately $521,700,000 (inclusive of both primary shares to be issued and sold by the Company and Secondary Shares to be sold by the Selling Stockholder) and an overallotment option of approximately $78,300,000;

WHEREAS, the Common Stock is proposed to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI";

WHEREAS, the several underwriters for the Offering are led by Hargrove Keating & Co. as lead-left book-running manager and representative of the underwriters (in such capacity, the "Representative"), together with Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC (collectively, the "Underwriters");

WHEREAS, in connection with the Offering, PVCP III, the Company, and the several Underwriters intend to enter into an underwriting agreement (the "Underwriting Agreement") setting forth the terms and conditions upon which the shares of Common Stock (including the Secondary Shares) will be offered and sold in the Offering, including customary representations, warranties, covenants, conditions to closing, and indemnification provisions;

WHEREAS, in connection with the Offering, PVCP III, the Company, and the Representative intend to enter into a pricing agreement (the "Pricing Agreement") specifying the final public offering price per share, the number of shares to be sold by each of the Company and the Selling Stockholder, the underwriting discount per share, and the net proceeds payable to each of the Company and the Selling Stockholder;

WHEREAS, PVCP III desires to appoint the attorneys-in-fact named herein with full power and authority to execute and deliver the Underwriting Agreement, the Pricing Agreement, and all related documents, instruments, certificates, and agreements on its behalf in connection with the Offering;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PVCP III hereby grants this Power of Attorney upon the following terms:

Section 1. Appointment of Attorneys-in-Fact

PVCP III, acting through its General Partner, Pinnacle Vista Capital Management LLC, hereby irrevocably constitutes and appoints each of the following persons, individually and severally (and not jointly), as its true and lawful attorney-in-fact and agent (each, an "Attorney-in-Fact" and, collectively, the "Attorneys-in-Fact"):

(a) Hugh Pemberton, Co-Founder & Managing Partner, Pinnacle Vista Capital Management LLC, 900 Park Avenue, 38th Floor, New York, NY 10021;

(b) Diane Kovac, Co-Founder & Managing Partner, Pinnacle Vista Capital Management LLC, 900 Park Avenue, 38th Floor, New York, NY 10021;

(c) Christine Navarro, Partner, Capital Markets, Whitfield Archer & Doss LLP, 51 West 52nd Street, New York, NY 10019 (external counsel to PVCP III); and

(d) Philip Archer, Partner, PE/M&A, Whitfield Archer & Doss LLP, 51 West 52nd Street, New York, NY 10019 (external counsel to PVCP III).

Each Attorney-in-Fact shall have authority to act individually, in his or her sole discretion, and without the joinder or consent of any other Attorney-in-Fact. The authority of each Attorney-in-Fact is independent of, and not conditioned upon, the authority of any other Attorney-in-Fact. Any action taken by any one Attorney-in-Fact within the scope of this Power of Attorney shall be binding upon PVCP III to the same extent as if taken by all of the Attorneys-in-Fact or by PVCP III directly. In the event that two or more Attorneys-in-Fact take inconsistent actions, the action taken first in time shall control unless and until superseded by a subsequent action taken by an Attorney-in-Fact with the prior written consent of the General Partner.

Each Attorney-in-Fact may appoint one or more substitute attorneys-in-fact (each, a "Substitute") by written instrument, and any such Substitute shall have all of the powers and authority granted to the appointing Attorney-in-Fact hereunder, subject to such limitations as the appointing Attorney-in-Fact may specify in the instrument of substitution. Any such instrument of substitution shall be delivered to PVCP III and to the Company promptly following its execution.

Section 2. Scope of Authority — Grant of Powers

The Attorneys-in-Fact are hereby authorized and empowered, in the name, place, and stead of PVCP III, to do and perform any and all acts and things that they, or any one of them, may deem necessary, appropriate, or desirable in connection with the Offering, including, without limitation, the following:

2.1 Execution of the Underwriting Agreement

Each Attorney-in-Fact is authorized and empowered to negotiate the final terms of, and to execute and deliver on behalf of PVCP III, the Underwriting Agreement among the Company, PVCP III (as the Selling Stockholder), and the several Underwriters, in such form as the Attorney-in-Fact executing the same shall approve. The Underwriting Agreement will contain, among other things, representations and warranties of the Selling Stockholder, the Company, and the Underwriters, covenants (including, without limitation, customary standstill, cooperation, and information covenants), conditions to the obligations of the Underwriters to purchase shares at closing, and indemnification and contribution provisions, in each case customary for an underwritten initial public offering of equity securities registered under the Securities Act of 1933, as amended (the "Securities Act").

Without limiting the generality of the foregoing, each Attorney-in-Fact is authorized to:

(a) agree, on behalf of PVCP III, to a gross spread (underwriting discount) of 5.50% of the public offering price per share applicable to the Secondary Shares to be sold by PVCP III, and to agree to the Selling Stockholder's pro rata share of such underwriting discount;

(b) agree to customary representations and warranties of the Selling Stockholder in the Underwriting Agreement, including, without limitation, representations and warranties as to (i) the valid existence and good standing of PVCP III, (ii) the authorization and enforceability of the Underwriting Agreement and related documents, (iii) the ownership of the Secondary Shares free and clear of all liens, pledges, security interests, encumbrances, claims, and restrictions (other than restrictions arising under the Securities Act, the applicable stockholders' agreement, or the lock-up agreement referenced herein), (iv) the absence of conflicts with PVCP III's organizational documents or material agreements, and (v) such other representations and warranties as are customary for a selling stockholder in a transaction of this nature;

(c) agree to customary covenants of the Selling Stockholder, including cooperation covenants, notification covenants, and such other covenants as are customary for a selling stockholder in a transaction of this nature; and

(d) agree to customary indemnification and contribution provisions of the Selling Stockholder, including indemnification of the Underwriters and the Company for losses arising out of any breach of the Selling Stockholder's representations, warranties, or covenants, or any untrue statement or omission of a material fact in information furnished in writing by the Selling Stockholder for inclusion in the registration statement or prospectus, in each case subject to such limitations as are customary for a selling stockholder in a transaction of this nature.

2.2 Execution of the Pricing Agreement

Each Attorney-in-Fact is authorized and empowered to execute and deliver on behalf of PVCP III the Pricing Agreement among the Company, PVCP III, and the Representative, specifying the final terms of the Offering, including:

(a) the final public offering price per share of Common Stock;

(b) the number of shares of Common Stock to be sold by PVCP III in the Offering (anticipated to be 6,818,182 shares at the assumed midpoint offering price of $22.00 per share, subject to upward or downward adjustment based on the final public offering price as determined through the bookbuilding process and as agreed upon among the Company, the Selling Stockholder, and the Representative);

(d) the net proceeds payable to PVCP III from the sale of the Secondary Shares (after deduction of the underwriting discount and any other agreed-upon expenses); and

(e) such other terms and conditions as are customarily set forth in a pricing agreement for an underwritten initial public offering of equity securities.

Each Attorney-in-Fact is further authorized to agree, on behalf of PVCP III, to adjustments in the number of Secondary Shares to be sold by PVCP III based on the final determination of the public offering price, market conditions, or other considerations, provided that the aggregate dollar amount of Secondary Shares to be sold by PVCP III shall not exceed $175,000,000 (at the final public offering price) without the prior written consent of the General Partner.

2.3 Lock-Up Agreement

Each Attorney-in-Fact is authorized and empowered to acknowledge and affirm, on behalf of PVCP III, the obligations of PVCP III under the lock-up agreement (the "Lock-Up Agreement") providing for a 180-day lock-up period following the date of the final prospectus relating to the Offering, in the form previously executed by PVCP III as required by the Representative (Hargrove Keating & Co.). Without limiting the foregoing, each Attorney-in-Fact may execute and deliver on behalf of PVCP III any reaffirmation, amendment, or supplement to the Lock-Up Agreement that the Attorney-in-Fact deems necessary or appropriate in connection with the Offering, including any extension of the lock-up period as may be required under the terms of the Lock-Up Agreement or as may be agreed upon with the Representative.

2.4 Custody Arrangements

Each Attorney-in-Fact is authorized and empowered to execute and deliver on behalf of PVCP III a custody agreement (the "Custody Agreement"), or any amendments, supplements, or modifications thereto, providing for the Secondary Shares of PVCP III to be held in custody with Hargrove Keating & Co. (or its designated custodian or agent) during the offering period and until the closing of the Offering. The Custody Agreement may provide for such terms and conditions as are customary for custody arrangements in connection with an underwritten initial public offering, including provisions relating to the release of shares, the delivery of shares against payment, the cancellation of share certificates (if applicable), and the handling of dividends or distributions declared during the custody period.

2.5 Selling Stockholder Documentation

Each Attorney-in-Fact is authorized and empowered to:

(a) execute, deliver, and, as necessary, amend or supplement the selling stockholder questionnaire previously provided by PVCP III to the Company and the Underwriters, to the extent that updates or corrections to such questionnaire are required;

(b) execute, deliver, and, as necessary, amend or supplement the selling stockholder representation letter previously provided by PVCP III to the Underwriters and the Company, including any representations regarding PVCP III's beneficial ownership, authority, tax status, ERISA status, and related matters;

(c) provide, on behalf of PVCP III, any additional selling stockholder representations, certifications, or confirmations required by the Underwriters, the Company, the Securities and Exchange Commission (the "SEC"), or any other regulatory authority in connection with the Offering; and

(d) execute and deliver any comfort letter bring-down certifications or other diligence materials requested by the Underwriters or their counsel in connection with the Offering, to the extent relating to PVCP III.

2.6 Registration Statement and Prospectus

Each Attorney-in-Fact is authorized and empowered to:

(a) approve and consent to, on behalf of PVCP III, all disclosure regarding PVCP III and its beneficial ownership of Common Stock included in the registration statement on Form S-1 (SEC CIK No. 0001948372) (the "Registration Statement") filed by the Company with the SEC in connection with the Offering, and any and all amendments or supplements thereto (including any post-effective amendments), and the prospectus forming a part thereof (and any preliminary prospectus, free writing prospectus, or supplemental prospectus), in each case as the same may be amended, supplemented, or otherwise modified from time to time;

(b) authorize the use of PVCP III's name, the name of its General Partner, the names of its Managing Partners, and the names of its affiliated entities, in the Registration Statement, the prospectus, and any related offering materials, investor presentations, roadshow materials, or other marketing materials prepared in connection with the Offering; and

(c) review and comment upon, and approve on behalf of PVCP III, any amendments or supplements to the Registration Statement or prospectus that relate to PVCP III or the Secondary Shares, and to authorize the filing thereof with the SEC.

2.7 Amendments and Waivers

Each Attorney-in-Fact is authorized and empowered to execute, deliver, and agree to, on behalf of PVCP III, any and all amendments, modifications, supplements, restatements, extensions, or waivers to any of the documents referenced in this Section 2 (including, without limitation, the Underwriting Agreement, the Pricing Agreement, the Lock-Up Agreement, the Custody Agreement, and any selling stockholder documentation), that such Attorney-in-Fact, in his or her sole discretion, deems necessary, appropriate, or desirable in connection with the Offering. Without limiting the generality of the foregoing, each Attorney-in-Fact is specifically authorized to consent to modifications in:

(a) the number of Secondary Shares to be sold by PVCP III in the Offering;

(b) the final public offering price per share;

(d) the allocation of shares among the Underwriters;

(e) the timing or conditions of the closing of the Offering; and

(f) any other commercial or legal terms of the Offering as they relate to PVCP III.

2.8 Closing Deliverables

Each Attorney-in-Fact is authorized and empowered to execute and deliver, on behalf of PVCP III, any and all certificates, receipts, acknowledgments, instructions, or other documents required at or prior to the closing of the Offering (including any closing of shares subject to the overallotment option), including, without limitation:

(a) the cross-receipt for delivery of Secondary Shares against payment of the net proceeds to PVCP III;

(b) officer's or authorized signatory certificates relating to the Selling Stockholder, to the extent required under the Underwriting Agreement;

(c) wire transfer instructions for the delivery of net proceeds payable to PVCP III in connection with the sale of the Secondary Shares, directing payment to such account or accounts as the Attorney-in-Fact shall designate on behalf of PVCP III;

(d) any required tax forms, including Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) or Form W-8 (as applicable), and any state or local tax forms required in connection with the Offering;

(e) any instructions to the transfer agent, registrar, or custodian with respect to the transfer and delivery of the Secondary Shares; and

(f) such other closing deliverables as the Attorney-in-Fact shall deem necessary or appropriate.

2.9 Regulatory and Exchange Filings

Each Attorney-in-Fact is authorized and empowered to execute and deliver, on behalf of PVCP III, any documents, applications, notices, certifications, or filings required by the SEC, the NYSE, the Financial Industry Regulatory Authority, Inc. ("FINRA"), or any other federal, state, or foreign governmental or regulatory authority in connection with the Offering, to the extent such documents, applications, notices, certifications, or filings relate to PVCP III or the Secondary Shares. This authority includes, without limitation, the authority to execute and file any beneficial ownership reports (including reports on Schedule 13D or Schedule 13G, and amendments thereto, and reports on Forms 3, 4, and 5 under the Securities Exchange Act of 1934, as amended) that may be required as a result of or in connection with the Offering.

2.10 General Authority

In addition to and without limiting the specific powers enumerated in Sections 2.1 through 2.9 above, each Attorney-in-Fact is authorized and empowered to take any and all further actions and to execute any and all further documents and instruments of any kind or nature whatsoever that such Attorney-in-Fact may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Offering in respect of the Secondary Shares of PVCP III, with the same force and effect as if such actions were taken, and such documents and instruments were executed, by PVCP III directly. This general authority is intended to be broadly construed and shall not be limited by any specific grant of authority contained herein.

Section 3. Representations and Warranties of PVCP III

PVCP III hereby makes the following representations and warranties to, and for the benefit of, each person entitled to rely on this Power of Attorney, including each Attorney-in-Fact, the Company, the Underwriters, and their respective counsel:

(a) Organization and Good Standing. PVCP III is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

(b) General Partner Authority. Pinnacle Vista Capital Management LLC is the sole general partner of PVCP III and has full power and authority under the partnership agreement of PVCP III (as amended, restated, or supplemented from time to time, the "Partnership Agreement") and under applicable law to execute this Power of Attorney on behalf of PVCP III and to bind PVCP III to the obligations contemplated hereby.

(c) Authorization; Due Execution. The execution and delivery of this Power of Attorney and the performance of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of PVCP III, including all requisite approvals of the General Partner and, to the extent required under the Partnership Agreement, the limited partners of PVCP III. This Power of Attorney has been duly executed and delivered by PVCP III (acting through its General Partner) and constitutes the valid and binding obligation of PVCP III, enforceable against PVCP III in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(d) Ownership of Shares. PVCP III is the record and beneficial owner of the shares of Common Stock to be sold by it in the Offering, free and clear of all liens, pledges, security interests, encumbrances, claims, charges, and restrictions of any nature whatsoever, other than (i) restrictions arising under the Securities Act or applicable state securities laws, (ii) restrictions arising under any existing stockholders' agreement among PVCP III, the Company, and the other stockholders of the Company, and (iii) restrictions arising under the Lock-Up Agreement. Upon consummation of the sale of the Secondary Shares in the Offering, the purchasers thereof will receive good and valid title to such shares, free and clear of all liens, pledges, security interests, encumbrances, claims, charges, and restrictions (other than restrictions arising under the Securities Act or applicable state securities laws).

(e) No Conflicts. The execution and delivery of this Power of Attorney, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with, or result in a violation or breach of, any provision of the Partnership Agreement or the organizational documents of the General Partner, (ii) conflict with, or result in a violation or breach of, any applicable federal, state, local, or foreign law, statute, rule, regulation, order, judgment, or decree applicable to PVCP III or any of its properties or assets, or (iii) conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration under, any agreement, contract, indenture, mortgage, lease, license, permit, or other instrument or obligation to which PVCP III is a party or by which any of its properties or assets may be bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of PVCP III to perform its obligations under this Power of Attorney or to consummate the transactions contemplated hereby.

Section 4. Ratification

PVCP III hereby ratifies and confirms, and agrees that it shall ratify and confirm, all lawful acts and things that any of the above-named Attorneys-in-Fact (or any Substitute appointed pursuant to Section 1 hereof) shall do or cause to be done by virtue of this Power of Attorney and the authority granted herein. This ratification and confirmation is unconditional and irrevocable, and extends to actions taken prior to, contemporaneously with, or subsequent to the execution of this Power of Attorney, to the extent that such actions relate to the Offering and are within the scope of the authority granted herein. PVCP III acknowledges that third parties (including, without limitation, the Company, the Underwriters, and their respective counsel) may rely upon the authority of the Attorneys-in-Fact as set forth herein without further inquiry, and PVCP III shall be bound by all actions taken by any Attorney-in-Fact within the scope of this Power of Attorney as if PVCP III had taken such actions directly.

Section 5. Irrevocability; Duration

This Power of Attorney is coupled with an interest, in that the Attorneys-in-Fact have a direct interest in the subject matter of this Power of Attorney by reason of their roles in connection with the Offering and the transactions contemplated hereby, and is therefore irrevocable to the fullest extent permitted by applicable law.

This Power of Attorney shall remain in full force and effect from the date of its execution until the earliest to occur of:

(a) the completion of the closing of the Offering, including the closing of any purchase by the Underwriters of additional shares of Common Stock pursuant to the exercise of the overallotment option (the "Final Closing");

(b) the termination of the Underwriting Agreement in accordance with its terms prior to the Final Closing, whether by mutual agreement of the parties thereto, by the exercise of any termination right set forth therein, or otherwise; or

(c) written revocation of this Power of Attorney delivered by PVCP III (acting through its General Partner) to each Attorney-in-Fact named herein, and to each of the Company and the Representative; provided, however, that no such revocation shall be effective with respect to, or shall impair or invalidate, any action taken by any Attorney-in-Fact in good faith and within the scope of this Power of Attorney prior to such Attorney-in-Fact's actual receipt of written notice of such revocation.

Notwithstanding the foregoing, the representations and warranties of PVCP III set forth in Section 3 hereof, and the ratification and confirmation set forth in Section 4 hereof, shall survive the expiration or termination of this Power of Attorney.

Note: As of the date of this draft, the Offering was placed in dormant status on June 17, 2022. This Power of Attorney accordingly remains in draft form and has not been executed. Upon reactivation of the Offering, this Power of Attorney will require updating (including with respect to dates, share numbers, pricing assumptions, and other factual matters) and execution by PVCP III.

Section 6. Governing Law

This Power of Attorney shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of PVCP III and the Attorneys-in-Fact hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York in connection with any dispute arising out of or relating to this Power of Attorney.

Section 7. Counterparts

This Power of Attorney may be executed in one or more counterparts (including by means of telecopied or electronically transmitted signature pages), each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Power of Attorney by facsimile transmission or by electronic transmission in portable document format (.pdf) or similar format shall be equally effective as delivery of a manually executed counterpart of this Power of Attorney. At the request of any party, the other party shall confirm any facsimile or electronic transmission by executing a duplicate original document and delivering the same to the requesting party.

Section 8. Notices

All notices, requests, demands, consents, waivers, and other communications required or permitted under this Power of Attorney shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier (with all fees prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the following addresses (or at such other address as a party may designate by written notice to the other parties in accordance with this Section 8):

If to PVCP III:

Pinnacle Vista Capital Partners III, LP c/o Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, NY 10021

Attention: Hugh Pemberton / Diane Kovac

with a copy (which shall not constitute notice) to counsel:

Whitfield Archer & Doss LLP 51 West 52nd Street New York, NY 10019

Attention: Philip Archer / Christine Navarro

If to the Company:

Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

Attention: Sandra Haverford, General Counsel & Corporate Secretary

with a copy (which shall not constitute notice) to issuer's counsel:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Jennifer Kwon

If to the Representative:

Hargrove Keating & Co. 383 Madison Place New York, NY 10017

Attention: Oliver Marchetti, Managing Director, Equity Capital Markets

with a copy (which shall not constitute notice) to underwriters' counsel:

Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, NY 10020

Attention: Margaret Yee

Any notice sent in accordance with this Section 8 shall be effective (a) if delivered personally, upon delivery, (b) if sent by nationally recognized overnight courier, on the next business day following dispatch, and (c) if sent by registered or certified mail, on the fifth business day following dispatch.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be duly executed as of the __ day of ____, 2022.

PINNACLE VISTA CAPITAL PARTNERS III, LP

By: Pinnacle Vista Capital Management LLC,

its General Partner

By: ________

Name: Hugh Pemberton

Title: Co-Founder & Managing Partner

Date: ________

By: ________

Name: Diane Kovac

Title: Co-Founder & Managing Partner

Date: ________

[Signature lines left blank; this document remains in draft form. The Offering was placed in dormant status on June 17, 2022. Signatures to be obtained upon reactivation of the Offering and finalization of all terms.]

NOTARY ACKNOWLEDGMENT

STATE OF NEW YORK

COUNTY OF NEW YORK

On this __ day of ____, 2022, before me, the undersigned notary public, personally appeared Hugh Pemberton and Diane Kovac, each known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they each executed the same in their authorized capacities as Co-Founders and Managing Partners of Pinnacle Vista Capital Management LLC, the General Partner of Pinnacle Vista Capital Partners III, LP, and that by their signatures on the instrument, the entity on behalf of which they acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public

Name (printed): ________ My Commission Expires: ________ Commission No.: ________

[SEAL]

Note: Notary acknowledgment to be completed upon execution of this Power of Attorney.

EXHIBIT A

Description of Secondary Shares

The following sets forth a description of the Secondary Shares to be sold by Pinnacle Vista Capital Partners III, LP ("PVCP III" or the "Selling Stockholder") in 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. (the "Company"):

Pre-Offering Ownership:

PVCP III holds approximately 62,000,000 shares of Common Stock, representing approximately 62% of the 100,000,000 fully diluted pre-IPO shares of Common Stock outstanding.

Post-Offering Ownership (Assuming Base Offering Without Overallotment Exercise):

Following the completion of the base offering (assuming no exercise of the overallotment option), PVCP III is expected to hold approximately 55,181,818 shares of Common Stock (being 62,000,000 shares less 6,818,182 Secondary Shares sold in the Offering), representing approximately 44.6% of the approximately 123,713,636 post-IPO shares of Common Stock outstanding (assuming the issuance of approximately 23,713,636 primary shares by the Company in the base offering).

Subject to Adjustment:

The number of Secondary Shares to be sold by PVCP III, the aggregate dollar amount thereof, and the post-offering ownership percentages set forth above are based on an assumed midpoint offering price of $22.00 per share and are subject to adjustment based on (a) the final determination of the public offering price per share, (b) the final determination of the number of primary shares to be issued and sold by the Company, (c) market conditions and investor demand, and (d) such other factors as the Company, the Selling Stockholder, and the Representative may agree upon. The final number of Secondary Shares to be sold by PVCP III, and the final public offering price per share, will be set forth in the Pricing Agreement.

In no event shall the aggregate dollar amount of Secondary Shares sold by PVCP III (at the final public offering price) exceed $175,000,000 without the prior written consent of the General Partner of PVCP III.

DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1015-00001 Privileged and Confidential — Attorney Work Product

Item	Detail
Selling Stockholder	Pinnacle Vista Capital Partners III, LP
Number of Secondary Shares to be Sold	6,818,182 shares of Common Stock (at assumed midpoint offering price)
Assumed Midpoint Offering Price Per Share	$22.00
Aggregate Dollar Amount of Secondary Shares (at assumed midpoint)	Approximately $150,000,000
Underwriting discount (Gross Spread)	5.50% of the public offering price
Net Proceeds to Selling Stockholder (at assumed midpoint, before expenses)	Approximately $141,750,000

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 C&H Matter No. 1015-00001
POWER OF ATTORNEY
Pinnacle Vista Capital Partners III, LP — Selling Stockholder
In connection with the proposed initial public offering of Common Stock of Calloway-Briggs Renewables Inc.
DRAFT — Subject to Revision
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Pinnacle Vista Capital Partners III, LP, a limited partnership duly organized and validly existing under the laws of the State of Delaware ("PVCP III" or the "Selling Stockholder"), acting through its sole general partner, Pinnacle Vista Capital Management LLC, a Delaware limited liability company ("PVCM" or the "General Partner"), with its principal office located at 900 Park Avenue, 38th Floor, New York, NY 10021, does hereby irrevocably make, constitute, and appoint the attorneys-in-fact named herein as its true and lawful attorneys-in-fact and agents, with full power and authority to act on behalf of PVCP III in the manner and for the purposes set forth herein.
WHEREAS, Hugh Pemberton and Diane Kovac are each a Co-Founder and Managing Partner of the General Partner, and in such capacities are authorized to execute this Power of Attorney and to bind PVCP III to the obligations contemplated hereby;
WHEREAS, PVCP III is a selling stockholder in 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" or "CBR"), with its principal office located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746;
WHEREAS, PVCP III holds approximately 62,000,000 shares of Common Stock, representing approximately 62% of the 100,000,000 fully diluted pre-IPO shares of Common Stock outstanding as of the date hereof;
WHEREAS, PVCP III intends to sell, as a selling stockholder, secondary shares of Common Stock representing approximately $150,000,000 of the base offering (consisting of 6,818,182 shares at the assumed midpoint offering price of $22.00 per share, subject to adjustment based on final pricing) in the Offering (such shares, the "Secondary Shares"), as more fully described in Exhibit A attached hereto;
WHEREAS, the Offering contemplates a total aggregate offering size of approximately $600,000,000, consisting of a base offering of approximately $521,700,000 (inclusive of both primary shares to be issued and sold by the Company and Secondary Shares to be sold by the Selling Stockholder) and an overallotment option of approximately $78,300,000;
WHEREAS, the Common Stock is proposed to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI";
WHEREAS, the several underwriters for the Offering are led by Hargrove Keating & Co. as lead-left book-running manager and representative of the underwriters (in such capacity, the "Representative"), together with Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC (collectively, the "Underwriters");
WHEREAS, in connection with the Offering, PVCP III, the Company, and the several Underwriters intend to enter into an underwriting agreement (the "Underwriting Agreement") setting forth the terms and conditions upon which the shares of Common Stock (including the Secondary Shares) will be offered and sold in the Offering, including customary representations, warranties, covenants, conditions to closing, and indemnification provisions;
WHEREAS, in connection with the Offering, PVCP III, the Company, and the Representative intend to enter into a pricing agreement (the "Pricing Agreement") specifying the final public offering price per share, the number of shares to be sold by each of the Company and the Selling Stockholder, the underwriting discount per share, and the net proceeds payable to each of the Company and the Selling Stockholder;
WHEREAS, PVCP III desires to appoint the attorneys-in-fact named herein with full power and authority to execute and deliver the Underwriting Agreement, the Pricing Agreement, and all related documents, instruments, certificates, and agreements on its behalf in connection with the Offering;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PVCP III hereby grants this Power of Attorney upon the following terms:
Section 1. Appointment of Attorneys-in-Fact
PVCP III, acting through its General Partner, Pinnacle Vista Capital Management LLC, hereby irrevocably constitutes and appoints each of the following persons, individually and severally (and not jointly), as its true and lawful attorney-in-fact and agent (each, an "Attorney-in-Fact" and, collectively, the "Attorneys-in-Fact"):
(a) Hugh Pemberton, Co-Founder & Managing Partner, Pinnacle Vista Capital Management LLC, 900 Park Avenue, 38th Floor, New York, NY 10021;
(b) Diane Kovac, Co-Founder & Managing Partner, Pinnacle Vista Capital Management LLC, 900 Park Avenue, 38th Floor, New York, NY 10021;
(c) Christine Navarro, Partner, Capital Markets, Whitfield Archer & Doss LLP, 51 West 52nd Street, New York, NY 10019 (external counsel to PVCP III); and
(d) Philip Archer, Partner, PE/M&A, Whitfield Archer & Doss LLP, 51 West 52nd Street, New York, NY 10019 (external counsel to PVCP III).
Each Attorney-in-Fact shall have authority to act individually, in his or her sole discretion, and without the joinder or consent of any other Attorney-in-Fact. The authority of each Attorney-in-Fact is independent of, and not conditioned upon, the authority of any other Attorney-in-Fact. Any action taken by any one Attorney-in-Fact within the scope of this Power of Attorney shall be binding upon PVCP III to the same extent as if taken by all of the Attorneys-in-Fact or by PVCP III directly. In the event that two or more Attorneys-in-Fact take inconsistent actions, the action taken first in time shall control unless and until superseded by a subsequent action taken by an Attorney-in-Fact with the prior written consent of the General Partner.
Each Attorney-in-Fact may appoint one or more substitute attorneys-in-fact (each, a "Substitute") by written instrument, and any such Substitute shall have all of the powers and authority granted to the appointing Attorney-in-Fact hereunder, subject to such limitations as the appointing Attorney-in-Fact may specify in the instrument of substitution. Any such instrument of substitution shall be delivered to PVCP III and to the Company promptly following its execution.
Section 2. Scope of Authority — Grant of Powers
The Attorneys-in-Fact are hereby authorized and empowered, in the name, place, and stead of PVCP III, to do and perform any and all acts and things that they, or any one of them, may deem necessary, appropriate, or desirable in connection with the Offering, including, without limitation, the following:
2.1 Execution of the Underwriting Agreement
Each Attorney-in-Fact is authorized and empowered to negotiate the final terms of, and to execute and deliver on behalf of PVCP III, the Underwriting Agreement among the Company, PVCP III (as the Selling Stockholder), and the several Underwriters, in such form as the Attorney-in-Fact executing the same shall approve. The Underwriting Agreement will contain, among other things, representations and warranties of the Selling Stockholder, the Company, and the Underwriters, covenants (including, without limitation, customary standstill, cooperation, and information covenants), conditions to the obligations of the Underwriters to purchase shares at closing, and indemnification and contribution provisions, in each case customary for an underwritten initial public offering of equity securities registered under the Securities Act of 1933, as amended (the "Securities Act").
Without limiting the generality of the foregoing, each Attorney-in-Fact is authorized to:
(a) agree, on behalf of PVCP III, to a gross spread (underwriting discount) of 5.50% of the public offering price per share applicable to the Secondary Shares to be sold by PVCP III, and to agree to the Selling Stockholder's pro rata share of such underwriting discount;
(b) agree to customary representations and warranties of the Selling Stockholder in the Underwriting Agreement, including, without limitation, representations and warranties as to (i) the valid existence and good standing of PVCP III, (ii) the authorization and enforceability of the Underwriting Agreement and related documents, (iii) the ownership of the Secondary Shares free and clear of all liens, pledges, security interests, encumbrances, claims, and restrictions (other than restrictions arising under the Securities Act, the applicable stockholders' agreement, or the lock-up agreement referenced herein), (iv) the absence of conflicts with PVCP III's organizational documents or material agreements, and (v) such other representations and warranties as are customary for a selling stockholder in a transaction of this nature;
(c) agree to customary covenants of the Selling Stockholder, including cooperation covenants, notification covenants, and such other covenants as are customary for a selling stockholder in a transaction of this nature; and
(d) agree to customary indemnification and contribution provisions of the Selling Stockholder, including indemnification of the Underwriters and the Company for losses arising out of any breach of the Selling Stockholder's representations, warranties, or covenants, or any untrue statement or omission of a material fact in information furnished in writing by the Selling Stockholder for inclusion in the registration statement or prospectus, in each case subject to such limitations as are customary for a selling stockholder in a transaction of this nature.
2.2 Execution of the Pricing Agreement
Each Attorney-in-Fact is authorized and empowered to execute and deliver on behalf of PVCP III the Pricing Agreement among the Company, PVCP III, and the Representative, specifying the final terms of the Offering, including:
(a) the final public offering price per share of Common Stock;
(b) the number of shares of Common Stock to be sold by PVCP III in the Offering (anticipated to be 6,818,182 shares at the assumed midpoint offering price of $22.00 per share, subject to upward or downward adjustment based on the final public offering price as determined through the bookbuilding process and as agreed upon among the Company, the Selling Stockholder, and the Representative);
(c) the underwriting discount per share applicable to the Secondary Shares;
(d) the net proceeds payable to PVCP III from the sale of the Secondary Shares (after deduction of the underwriting discount and any other agreed-upon expenses); and
(e) such other terms and conditions as are customarily set forth in a pricing agreement for an underwritten initial public offering of equity securities.
Each Attorney-in-Fact is further authorized to agree, on behalf of PVCP III, to adjustments in the number of Secondary Shares to be sold by PVCP III based on the final determination of the public offering price, market conditions, or other considerations, provided that the aggregate dollar amount of Secondary Shares to be sold by PVCP III shall not exceed $175,000,000 (at the final public offering price) without the prior written consent of the General Partner.
2.3 Lock-Up Agreement
Each Attorney-in-Fact is authorized and empowered to acknowledge and affirm, on behalf of PVCP III, the obligations of PVCP III under the lock-up agreement (the "Lock-Up Agreement") providing for a 180-day lock-up period following the date of the final prospectus relating to the Offering, in the form previously executed by PVCP III as required by the Representative (Hargrove Keating & Co.). Without limiting the foregoing, each Attorney-in-Fact may execute and deliver on behalf of PVCP III any reaffirmation, amendment, or supplement to the Lock-Up Agreement that the Attorney-in-Fact deems necessary or appropriate in connection with the Offering, including any extension of the lock-up period as may be required under the terms of the Lock-Up Agreement or as may be agreed upon with the Representative.
2.4 Custody Arrangements
Each Attorney-in-Fact is authorized and empowered to execute and deliver on behalf of PVCP III a custody agreement (the "Custody Agreement"), or any amendments, supplements, or modifications thereto, providing for the Secondary Shares of PVCP III to be held in custody with Hargrove Keating & Co. (or its designated custodian or agent) during the offering period and until the closing of the Offering. The Custody Agreement may provide for such terms and conditions as are customary for custody arrangements in connection with an underwritten initial public offering, including provisions relating to the release of shares, the delivery of shares against payment, the cancellation of share certificates (if applicable), and the handling of dividends or distributions declared during the custody period.
2.5 Selling Stockholder Documentation
Each Attorney-in-Fact is authorized and empowered to:
(a) execute, deliver, and, as necessary, amend or supplement the selling stockholder questionnaire previously provided by PVCP III to the Company and the Underwriters, to the extent that updates or corrections to such questionnaire are required;
(b) execute, deliver, and, as necessary, amend or supplement the selling stockholder representation letter previously provided by PVCP III to the Underwriters and the Company, including any representations regarding PVCP III's beneficial ownership, authority, tax status, ERISA status, and related matters;
(c) provide, on behalf of PVCP III, any additional selling stockholder representations, certifications, or confirmations required by the Underwriters, the Company, the Securities and Exchange Commission (the "SEC"), or any other regulatory authority in connection with the Offering; and
(d) execute and deliver any comfort letter bring-down certifications or other diligence materials requested by the Underwriters or their counsel in connection with the Offering, to the extent relating to PVCP III.
2.6 Registration Statement and Prospectus
Each Attorney-in-Fact is authorized and empowered to:
(a) approve and consent to, on behalf of PVCP III, all disclosure regarding PVCP III and its beneficial ownership of Common Stock included in the registration statement on Form S-1 (SEC CIK No. 0001948372) (the "Registration Statement") filed by the Company with the SEC in connection with the Offering, and any and all amendments or supplements thereto (including any post-effective amendments), and the prospectus forming a part thereof (and any preliminary prospectus, free writing prospectus, or supplemental prospectus), in each case as the same may be amended, supplemented, or otherwise modified from time to time;
(b) authorize the use of PVCP III's name, the name of its General Partner, the names of its Managing Partners, and the names of its affiliated entities, in the Registration Statement, the prospectus, and any related offering materials, investor presentations, roadshow materials, or other marketing materials prepared in connection with the Offering; and
(c) review and comment upon, and approve on behalf of PVCP III, any amendments or supplements to the Registration Statement or prospectus that relate to PVCP III or the Secondary Shares, and to authorize the filing thereof with the SEC.
2.7 Amendments and Waivers
Each Attorney-in-Fact is authorized and empowered to execute, deliver, and agree to, on behalf of PVCP III, any and all amendments, modifications, supplements, restatements, extensions, or waivers to any of the documents referenced in this Section 2 (including, without limitation, the Underwriting Agreement, the Pricing Agreement, the Lock-Up Agreement, the Custody Agreement, and any selling stockholder documentation), that such Attorney-in-Fact, in his or her sole discretion, deems necessary, appropriate, or desirable in connection with the Offering. Without limiting the generality of the foregoing, each Attorney-in-Fact is specifically authorized to consent to modifications in:
(a) the number of Secondary Shares to be sold by PVCP III in the Offering;
(b) the final public offering price per share;
(c) the underwriting discount applicable to the Secondary Shares;
(d) the allocation of shares among the Underwriters;
(e) the timing or conditions of the closing of the Offering; and
(f) any other commercial or legal terms of the Offering as they relate to PVCP III.
2.8 Closing Deliverables
Each Attorney-in-Fact is authorized and empowered to execute and deliver, on behalf of PVCP III, any and all certificates, receipts, acknowledgments, instructions, or other documents required at or prior to the closing of the Offering (including any closing of shares subject to the overallotment option), including, without limitation:
(a) the cross-receipt for delivery of Secondary Shares against payment of the net proceeds to PVCP III;
(b) officer's or authorized signatory certificates relating to the Selling Stockholder, to the extent required under the Underwriting Agreement;
(c) wire transfer instructions for the delivery of net proceeds payable to PVCP III in connection with the sale of the Secondary Shares, directing payment to such account or accounts as the Attorney-in-Fact shall designate on behalf of PVCP III;
(d) any required tax forms, including Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) or Form W-8 (as applicable), and any state or local tax forms required in connection with the Offering;
(e) any instructions to the transfer agent, registrar, or custodian with respect to the transfer and delivery of the Secondary Shares; and
(f) such other closing deliverables as the Attorney-in-Fact shall deem necessary or appropriate.
2.9 Regulatory and Exchange Filings
Each Attorney-in-Fact is authorized and empowered to execute and deliver, on behalf of PVCP III, any documents, applications, notices, certifications, or filings required by the SEC, the NYSE, the Financial Industry Regulatory Authority, Inc. ("FINRA"), or any other federal, state, or foreign governmental or regulatory authority in connection with the Offering, to the extent such documents, applications, notices, certifications, or filings relate to PVCP III or the Secondary Shares. This authority includes, without limitation, the authority to execute and file any beneficial ownership reports (including reports on Schedule 13D or Schedule 13G, and amendments thereto, and reports on Forms 3, 4, and 5 under the Securities Exchange Act of 1934, as amended) that may be required as a result of or in connection with the Offering.
2.10 General Authority
In addition to and without limiting the specific powers enumerated in Sections 2.1 through 2.9 above, each Attorney-in-Fact is authorized and empowered to take any and all further actions and to execute any and all further documents and instruments of any kind or nature whatsoever that such Attorney-in-Fact may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Offering in respect of the Secondary Shares of PVCP III, with the same force and effect as if such actions were taken, and such documents and instruments were executed, by PVCP III directly. This general authority is intended to be broadly construed and shall not be limited by any specific grant of authority contained herein.
Section 3. Representations and Warranties of PVCP III
PVCP III hereby makes the following representations and warranties to, and for the benefit of, each person entitled to rely on this Power of Attorney, including each Attorney-in-Fact, the Company, the Underwriters, and their respective counsel:
(a) Organization and Good Standing. PVCP III is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.
(b) General Partner Authority. Pinnacle Vista Capital Management LLC is the sole general partner of PVCP III and has full power and authority under the partnership agreement of PVCP III (as amended, restated, or supplemented from time to time, the "Partnership Agreement") and under applicable law to execute this Power of Attorney on behalf of PVCP III and to bind PVCP III to the obligations contemplated hereby.
(c) Authorization; Due Execution. The execution and delivery of this Power of Attorney and the performance of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of PVCP III, including all requisite approvals of the General Partner and, to the extent required under the Partnership Agreement, the limited partners of PVCP III. This Power of Attorney has been duly executed and delivered by PVCP III (acting through its General Partner) and constitutes the valid and binding obligation of PVCP III, enforceable against PVCP III in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
(d) Ownership of Shares. PVCP III is the record and beneficial owner of the shares of Common Stock to be sold by it in the Offering, free and clear of all liens, pledges, security interests, encumbrances, claims, charges, and restrictions of any nature whatsoever, other than (i) restrictions arising under the Securities Act or applicable state securities laws, (ii) restrictions arising under any existing stockholders' agreement among PVCP III, the Company, and the other stockholders of the Company, and (iii) restrictions arising under the Lock-Up Agreement. Upon consummation of the sale of the Secondary Shares in the Offering, the purchasers thereof will receive good and valid title to such shares, free and clear of all liens, pledges, security interests, encumbrances, claims, charges, and restrictions (other than restrictions arising under the Securities Act or applicable state securities laws).
(e) No Conflicts. The execution and delivery of this Power of Attorney, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with, or result in a violation or breach of, any provision of the Partnership Agreement or the organizational documents of the General Partner, (ii) conflict with, or result in a violation or breach of, any applicable federal, state, local, or foreign law, statute, rule, regulation, order, judgment, or decree applicable to PVCP III or any of its properties or assets, or (iii) conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration under, any agreement, contract, indenture, mortgage, lease, license, permit, or other instrument or obligation to which PVCP III is a party or by which any of its properties or assets may be bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of PVCP III to perform its obligations under this Power of Attorney or to consummate the transactions contemplated hereby.
Section 4. Ratification
PVCP III hereby ratifies and confirms, and agrees that it shall ratify and confirm, all lawful acts and things that any of the above-named Attorneys-in-Fact (or any Substitute appointed pursuant to Section 1 hereof) shall do or cause to be done by virtue of this Power of Attorney and the authority granted herein. This ratification and confirmation is unconditional and irrevocable, and extends to actions taken prior to, contemporaneously with, or subsequent to the execution of this Power of Attorney, to the extent that such actions relate to the Offering and are within the scope of the authority granted herein. PVCP III acknowledges that third parties (including, without limitation, the Company, the Underwriters, and their respective counsel) may rely upon the authority of the Attorneys-in-Fact as set forth herein without further inquiry, and PVCP III shall be bound by all actions taken by any Attorney-in-Fact within the scope of this Power of Attorney as if PVCP III had taken such actions directly.
Section 5. Irrevocability; Duration
This Power of Attorney is coupled with an interest, in that the Attorneys-in-Fact have a direct interest in the subject matter of this Power of Attorney by reason of their roles in connection with the Offering and the transactions contemplated hereby, and is therefore irrevocable to the fullest extent permitted by applicable law.
This Power of Attorney shall remain in full force and effect from the date of its execution until the earliest to occur of:
(a) the completion of the closing of the Offering, including the closing of any purchase by the Underwriters of additional shares of Common Stock pursuant to the exercise of the overallotment option (the "Final Closing");
(b) the termination of the Underwriting Agreement in accordance with its terms prior to the Final Closing, whether by mutual agreement of the parties thereto, by the exercise of any termination right set forth therein, or otherwise; or
(c) written revocation of this Power of Attorney delivered by PVCP III (acting through its General Partner) to each Attorney-in-Fact named herein, and to each of the Company and the Representative; provided, however, that no such revocation shall be effective with respect to, or shall impair or invalidate, any action taken by any Attorney-in-Fact in good faith and within the scope of this Power of Attorney prior to such Attorney-in-Fact's actual receipt of written notice of such revocation.
Notwithstanding the foregoing, the representations and warranties of PVCP III set forth in Section 3 hereof, and the ratification and confirmation set forth in Section 4 hereof, shall survive the expiration or termination of this Power of Attorney.
Note: As of the date of this draft, the Offering was placed in dormant status on June 17, 2022. This Power of Attorney accordingly remains in draft form and has not been executed. Upon reactivation of the Offering, this Power of Attorney will require updating (including with respect to dates, share numbers, pricing assumptions, and other factual matters) and execution by PVCP III.
Section 6. Governing Law
This Power of Attorney shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of PVCP III and the Attorneys-in-Fact hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York in connection with any dispute arising out of or relating to this Power of Attorney.
Section 7. Counterparts
This Power of Attorney may be executed in one or more counterparts (including by means of telecopied or electronically transmitted signature pages), each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Power of Attorney by facsimile transmission or by electronic transmission in portable document format (.pdf) or similar format shall be equally effective as delivery of a manually executed counterpart of this Power of Attorney. At the request of any party, the other party shall confirm any facsimile or electronic transmission by executing a duplicate original document and delivering the same to the requesting party.
Section 8. Notices
All notices, requests, demands, consents, waivers, and other communications required or permitted under this Power of Attorney shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier (with all fees prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the following addresses (or at such other address as a party may designate by written notice to the other parties in accordance with this Section 8):
If to PVCP III:
Pinnacle Vista Capital Partners III, LP c/o Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, NY 10021
Attention: Hugh Pemberton / Diane Kovac
with a copy (which shall not constitute notice) to counsel:
Whitfield Archer & Doss LLP 51 West 52nd Street New York, NY 10019
Attention: Philip Archer / Christine Navarro
If to the Company:
Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Attention: Sandra Haverford, General Counsel & Corporate Secretary
with a copy (which shall not constitute notice) to issuer's counsel:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Jennifer Kwon
If to the Representative:
Hargrove Keating & Co. 383 Madison Place New York, NY 10017
Attention: Oliver Marchetti, Managing Director, Equity Capital Markets
with a copy (which shall not constitute notice) to underwriters' counsel:
Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, NY 10020
Attention: Margaret Yee
Any notice sent in accordance with this Section 8 shall be effective (a) if delivered personally, upon delivery, (b) if sent by nationally recognized overnight courier, on the next business day following dispatch, and (c) if sent by registered or certified mail, on the fifth business day following dispatch.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be duly executed as of the __ day of ____, 2022.
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: Hugh Pemberton
Title: Co-Founder & Managing Partner
Date: ________
By: ________
Name: Diane Kovac
Title: Co-Founder & Managing Partner
Date: ________
[Signature lines left blank; this document remains in draft form. The Offering was placed in dormant status on June 17, 2022. Signatures to be obtained upon reactivation of the Offering and finalization of all terms.]
NOTARY ACKNOWLEDGMENT
STATE OF NEW YORK
COUNTY OF NEW YORK
On this __ day of ____, 2022, before me, the undersigned notary public, personally appeared Hugh Pemberton and Diane Kovac, each known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they each executed the same in their authorized capacities as Co-Founders and Managing Partners of Pinnacle Vista Capital Management LLC, the General Partner of Pinnacle Vista Capital Partners III, LP, and that by their signatures on the instrument, the entity on behalf of which they acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
Name (printed): ________ My Commission Expires: ________ Commission No.: ________
[SEAL]
Note: Notary acknowledgment to be completed upon execution of this Power of Attorney.
EXHIBIT A
Description of Secondary Shares
The following sets forth a description of the Secondary Shares to be sold by Pinnacle Vista Capital Partners III, LP ("PVCP III" or the "Selling Stockholder") in 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. (the "Company"):
Pre-Offering Ownership:
PVCP III holds approximately 62,000,000 shares of Common Stock, representing approximately 62% of the 100,000,000 fully diluted pre-IPO shares of Common Stock outstanding.
Post-Offering Ownership (Assuming Base Offering Without Overallotment Exercise):
Following the completion of the base offering (assuming no exercise of the overallotment option), PVCP III is expected to hold approximately 55,181,818 shares of Common Stock (being 62,000,000 shares less 6,818,182 Secondary Shares sold in the Offering), representing approximately 44.6% of the approximately 123,713,636 post-IPO shares of Common Stock outstanding (assuming the issuance of approximately 23,713,636 primary shares by the Company in the base offering).
Subject to Adjustment:
The number of Secondary Shares to be sold by PVCP III, the aggregate dollar amount thereof, and the post-offering ownership percentages set forth above are based on an assumed midpoint offering price of $22.00 per share and are subject to adjustment based on (a) the final determination of the public offering price per share, (b) the final determination of the number of primary shares to be issued and sold by the Company, (c) market conditions and investor demand, and (d) such other factors as the Company, the Selling Stockholder, and the Representative may agree upon. The final number of Secondary Shares to be sold by PVCP III, and the final public offering price per share, will be set forth in the Pricing Agreement.
In no event shall the aggregate dollar amount of Secondary Shares sold by PVCP III (at the final public offering price) exceed $175,000,000 without the prior written consent of the General Partner of PVCP III.
DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1015-00001 Privileged and Confidential — Attorney Work Product
Item | Detail
Selling Stockholder | Pinnacle Vista Capital Partners III, LP
Number of Secondary Shares to be Sold | 6,818,182 shares of Common Stock (at assumed midpoint offering price)
Assumed Midpoint Offering Price Per Share | $22.00
Aggregate Dollar Amount of Secondary Shares (at assumed midpoint) | Approximately $150,000,000
Underwriting discount (Gross Spread) | 5.50% of the public offering price
Net Proceeds to Selling Stockholder (at assumed midpoint, before expenses) | Approximately $141,750,000

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

POWER OF ATTORNEY

POWER OF ATTORNEY

PINNACLE VISTA CAPITAL PARTNERS III, LP

NOTARY ACKNOWLEDGMENT

STATE OF NEW YORK

COUNTY OF NEW YORK

EXHIBIT A

Record

Parties

Dates

Amounts