1015-00001 · Graymont Brothers Inc · Transaction Documents/Underwriting

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CONFIDENTIAL

PRESCOTT, DANFORTH & YEE LLP Attorneys at Law

1271 Avenue of the Americas New York, New York 10020

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.pdylaw.com

Received for review — C&H Matter No. 1015-00001

[●], 2022

To Each of the Several Underwriters Named in the Underwriting Agreement Referred to Below:

Hargrove Keating & Co. 383 Madison Place New York, New York 10017 (as Representative of the Several Underwriters)

Linden Pratt Securities LLC 200 Vesey Street, 40th Floor New York, New York 10281

Graymont Brothers Inc. 555 California Street, Suite 3200 San Francisco, California 94104

Barfield Stuart & Co. 101 Federal Street Boston, Massachusetts 02110

Crane Whitley Capital LLC 600 Travis Street, Suite 4400 Houston, Texas 77002

Ladies and Gentlemen:

Re: Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc. — Registration Statement on Form S-1 (File No. 333-[●]; SEC CIK 0001948372) and the Prospectus Forming a Part Thereof; Underwriting Agreement dated [●], 2022, among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP (as Selling Stockholder), and the Several Underwriters Named Therein

1. Engagement and Capacity

We have acted as counsel to the several underwriters (the "Underwriters") named in the Underwriting Agreement dated [●], 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 therein, in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company. Hargrove Keating & Co. is acting as representative (the "Representative") of the several Underwriters in connection with the Offering.

This letter is being delivered to you pursuant to Section [●] of the Underwriting Agreement, which provides, as a condition to the obligations of the Underwriters at the Closing Date (as defined in the Underwriting Agreement), for the delivery of a letter, commonly referred to as a "negative assurance" or "10b-5" letter, from counsel to the Underwriters. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

We wish to emphasize at the outset that we are not, and have not acted as, counsel to the Company or to the Selling Stockholder in connection with the Offering or in any other capacity. We have not independently verified the accuracy, completeness, or fairness of the information set forth in the Registration Statement (as defined below) or the Prospectus (as defined below), and we do not assume any responsibility therefor except to the limited extent expressly set forth in this letter.

2. Documents Reviewed

In connection with the preparation and delivery of this letter, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

(a) The Registration Statement on Form S-1 (Registration No. 333-[●]) of the Company relating to the Offering (the "Registration Statement"), including:

(i) the initial confidential draft registration statement (DRS-1) confidentially submitted to the Securities and Exchange Commission (the "SEC") on April 11, 2022 (EDGAR Accession No. 0001948372-22-000001);

(ii) Amendment No. 1 to the Registration Statement, filed with the SEC on May 20, 2022 (EDGAR Accession No. 0001948372-22-000002); and

(iii) Amendment No. 2 to the Registration Statement, filed with the SEC on June 10, 2022 (EDGAR Accession No. 0001948372-22-000003),

each as filed with the SEC via the EDGAR system;

(b) The Prospectus, dated [●], 2022, forming a part of the Registration Statement, including all information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act") (together with any supplements thereto, the "Prospectus");

(d) The Pricing Agreement (or Pricing Supplement) relating to the Offering, in the template and pro forma form provided to us, to be completed at the time of pricing of the Offering;

(e) The form of Lock-Up Agreement to be executed by each of the directors and executive officers of the Company and each holder of one percent (1%) or more of the pre-IPO outstanding shares of Common Stock, providing for a lock-up period of one hundred eighty (180) days following the date of the Prospectus;

(f) The comment letters of the staff of the SEC, Division of Corporation Finance, received by the Company on May 6, 2022 (comprising the first round of eighteen (18) comments) and on June 3, 2022 (comprising the second round of seven (7) comments), together with the Company's response letters to such SEC comment letters and the related amendments to the Registration Statement;

(g) The Amended and Restated Certificate of Incorporation of the Company, in the form to become effective immediately prior to the completion of the Offering (the "IPO Charter");

(h) The Amended and Restated Bylaws of the Company, in the form to become effective immediately prior to the completion of the Offering (the "IPO Bylaws");

(i) The Amended and Restated Stockholders' Agreement, dated as of [●], 2022, among the Company, Pinnacle Vista Capital Partners III, LP, and the individuals identified therein as the "Founders" (the "Stockholders' Agreement");

(j) The Registration Rights Agreement, dated as of [●], 2022, between the Company and Pinnacle Vista Capital Partners III, LP (the "Registration Rights Agreement");

(k) The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, as adopted by the Board of Directors and approved by the stockholders of the Company, providing for an aggregate share reserve of 12,727,273 shares of Common Stock (the "Equity Incentive Plan");

(l) The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, as adopted by the Board of Directors and approved by the stockholders of the Company, providing for an aggregate share reserve of 2,545,455 shares of Common Stock (the "ESPP");

(m) The form of Indemnification Agreement to be entered into between the Company and each of its directors and executive officers; and

(n) Such other documents, records, certificates, agreements, and instruments as we have deemed necessary or appropriate in connection with the preparation and delivery of this letter.

In addition to our review of the foregoing documents, we have participated in conferences and discussions with representatives of the Company, including officers, in-house counsel, and outside advisors, as well as with the Company's independent registered public accounting firm, Ashford & Pemberton LLP ("Ashford & Pemberton"), concerning the contents of the Registration Statement and the Prospectus. In particular, we participated in due diligence sessions, including the organizational meeting and initial due diligence sessions held during the week of March 14–18, 2022, at the Company's principal offices in Austin, Texas, as well as subsequent telephonic and videoconference due diligence sessions conducted during the course of the registration process.

We have reviewed and commented upon various drafts of the Registration Statement and the Prospectus during the preparation thereof and have had the opportunity to discuss with representatives of the Company and its counsel revisions made in response to, among other things, the SEC staff's comment letters and our own review of the disclosure.

3. Limitations and Qualifications

The following limitations and qualifications apply to this letter, and this letter should be read in its entirety, including the limitations and qualifications set forth in this Section 3, Section 6, and Section 7 below.

Not a Legal Opinion. This letter is not a legal opinion. It does not address, and should not be construed as addressing, legal conclusions with respect to any questions of law, nor does it constitute a guarantee or certification of any kind. Rather, this letter is a letter of negative assurance delivered in accordance with the customary practice of counsel in underwritten public offerings of securities in the United States and in accordance with the guidance set forth in Statement of Policy Regarding Lawyers' Responses to Auditors' Requests for Information, adopted by the American Bar Association Section of Business Law in 1975, to the extent applicable, and the practices described in the TriBar Opinion Committee and other relevant guidance with respect to 10b-5 letters.

No Responsibility for Accuracy of Disclosure. We are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement or the Prospectus. We have made no independent investigation or verification of the statements set forth therein, and we have relied, to the extent we deemed appropriate, upon representations and information furnished to us by the Company, the Selling Stockholder, their respective counsel and advisors, and other parties. The scope and nature of the procedures we have undertaken, while consistent with customary practice for letters of this type, are inherently limited, and there can be no assurance that such procedures would reveal any or all of the matters that might be disclosed by a more extensive examination.

Not an Audit. The procedures performed by us in connection with the preparation of this letter were not intended to constitute, and did not constitute, an audit or any other form of examination conducted in accordance with generally accepted auditing standards as promulgated by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants. Accordingly, we express no opinion or other form of assurance on the financial statements, schedules, or other financial data included in the Registration Statement or the Prospectus.

Excluded Matters. Without limiting the generality of the foregoing, we express no view with respect to, and this letter does not cover or address, the following:

(i) the financial statements and schedules (including the notes thereto), and any other financial, statistical, or accounting data, included or incorporated by reference in the Registration Statement or the Prospectus, all of which are within the responsibility of the Company's management and the Company's independent registered public accounting firm, Ashford & Pemberton LLP (the engagement partner for which is Gregory Sondheim);

(ii) the information set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences," to the extent that such information constitutes statements of tax law, summaries of tax regulations, or tax opinions or advice;

(iii) any projections, estimates, or forward-looking statements (including statements identified as forward-looking statements in the Prospectus or qualified by reference to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, to the extent applicable), or any assumptions or methodologies underlying or relating to any such projections, estimates, or forward-looking statements;

(iv) the disclosures and descriptions relating to the hypothetical liquidation at book value ("HLBV") methodology, tax-equity accounting matters, tax-equity partnership structures, and related accounting policy discussions, whether set forth in the Prospectus or in the notes to the financial statements;

(v) any exhibits, documents, or agreements filed or to be filed as exhibits to the Registration Statement, except to the extent specifically referenced and discussed herein;

(vi) the information furnished by or on behalf of Pinnacle Vista Capital Partners III, LP in any Selling Stockholder questionnaire or similar instrument, and the disclosure in the Prospectus based thereon; and

(vii) any information contained in any documents incorporated or deemed to be incorporated by reference in the Registration Statement or Prospectus, to the extent such documents were not specifically identified and reviewed by us in connection with the preparation of this letter.

4. Negative Assurance Statement

Based upon and subject to the foregoing and the limitations and qualifications set forth herein, including without limitation those set forth in Section 3 above, and in reliance upon the procedures described in Section 2 and Section 5 of this letter (which procedures do not constitute an audit performed in accordance with generally accepted auditing standards), nothing has come to our attention that causes us to believe that:

(a) the Registration Statement (including the information contained in the Prospectus forming a part thereof), at the time the Registration Statement became effective under the Securities Act, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(b) the Prospectus (including any supplements or amendments thereto through the date hereof), as of the date thereof and as of the date hereof (the Closing Date), contained or contains an untrue statement of a material fact or omitted or omits 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;

provided, however, that in each case (a) and (b) above, we express no view with respect to the financial statements, schedules, and other financial, statistical, and accounting data referred to in Section 3 above, as to all of which we express no view or belief.

We note that the statements set forth in subparagraphs (a) and (b) above track in substance the language of Section 11(a) and Section 12(a)(2) of the Securities Act and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are made solely for the benefit of the Underwriters in connection with the Offering in reliance upon, and subject to, the limitations and qualifications set forth in this letter.

5. Basis of Procedures / Due Diligence Participation

In arriving at the statements expressed in Section 4 above, we have undertaken the following procedures, which we believe are customary for letters of this type:

(a) Drafting Sessions and Review. We participated in multiple drafting sessions for the Registration Statement and the Prospectus, commencing in March 2022 and continuing through the date of effectiveness of the Registration Statement. We reviewed and provided comments on successive drafts of the Registration Statement and the Prospectus, including the draft disclosure relating to, among other subjects, the Company's business, risk factors, use of proceeds, capitalization, dilution, management's discussion and analysis of financial condition and results of operations, management and corporate governance, related-party transactions, and principal and selling stockholders.

(b) SEC Comment Letter Review. We reviewed each of the SEC staff comment letters received by the Company (totaling twenty-five (25) comments across two rounds of review: eighteen (18) comments in the first round dated May 6, 2022, and seven (7) comments in the second round dated June 3, 2022), the Company's written responses to such comment letters, and the corresponding amendments to the Registration Statement filed in response thereto. We discussed with the Company and its counsel the substance of such comments and the adequacy of the responsive amendments.

(c) Management Discussions. We participated in discussions with members of the Company's senior management, including Garrett Calloway, Chief Executive Officer; Marcus Yoon, Chief Financial Officer; Sandra Haverford, General Counsel and Corporate Secretary; and Priya Anand, Senior Vice President, Finance and Treasurer, concerning the business, operations, financial condition, and prospects of the Company, and the contents of the Registration Statement and the Prospectus.

(d) Discussions with Issuer's Counsel. We participated in discussions with Calderwood & Harkness LLP, counsel to the Company, including Jennifer Kwon, Partner, and Brendan Walsh, Partner, regarding the preparation of the Registration Statement and the Prospectus, the Company's responses to SEC staff comments, and the status and nature of legal proceedings, regulatory matters, and other contingencies disclosed or required to be disclosed in the Registration Statement and the Prospectus.

(e) Comfort Letter Review. We reviewed the draft comfort letter from Ashford & Pemberton LLP, the Company's independent registered public accounting firm, dated June 8, 2022, addressed to the Underwriters and delivered in accordance with Statement on Auditing Standards No. 72, as amended, and the procedures described therein.

(f) Due Diligence Materials. We reviewed due diligence materials made available to us by the Company and its counsel, including materials contained in the electronic data room maintained by the Company in connection with the Offering, minutes of meetings of the Board of Directors and committees thereof, material contracts, and other corporate records and documents.

(g) Discussions with Underwriter Representatives. We participated in discussions with representatives of the Underwriters, including Oliver Marchetti of Hargrove Keating & Co., Rebecca Innes of Linden Pratt Securities LLC, and Kenneth Sato of Graymont Brothers Inc., concerning the scope and results of the due diligence investigation and the contents and adequacy of the disclosure in the Registration Statement and the Prospectus.

In addition to the foregoing, we have relied, to the extent we deemed appropriate, upon the representations and warranties of the Company contained in the Underwriting Agreement, including but not limited to the representations set forth in Section [●] thereof, as well as upon the officer's certificate to be delivered by the Company at the Closing Date pursuant to Section [●] of the Underwriting Agreement, and upon the comfort letter and bring-down comfort letter to be delivered by Ashford & Pemberton LLP at or prior to the Closing Date.

6. Scope of Representation Limitation

We have acted solely as counsel to the Underwriters in connection with the Offering, and this letter is delivered to you solely in that capacity. We have not represented, and do not represent, the Company, the Selling Stockholder, or any other person or entity in connection with the Offering or any other transaction or matter. Our engagement by the Underwriters is limited to the Offering, and this letter does not address and should not be construed as addressing any other transaction, matter, or agreement, whether or not related to the Company or the Underwriters.

Nothing in this letter shall be deemed to create any attorney-client relationship between Prescott, Danforth & Yee LLP and any person or entity other than the Underwriters, nor shall this letter be deemed to create any duty, obligation, or liability on the part of Prescott, Danforth & Yee LLP to any such other person or entity.

7. Reliance and Distribution Limitations

This letter is furnished to the Underwriters solely for their benefit in connection with the Offering and may be relied upon by the Underwriters solely in that capacity and for that purpose. This letter may not be relied upon by any other person or entity, or used, circulated, quoted, or otherwise referred to for any other purpose, without the prior written consent of Prescott, Danforth & Yee LLP.

Without limiting the generality of the foregoing, this letter may not be quoted in whole or in part, or filed with any governmental or regulatory agency (including, without limitation, the SEC), or otherwise referred to in any document or public filing, without the prior written consent of Prescott, Danforth & Yee LLP; provided, however, that this letter may be furnished to the Company and its counsel, Calderwood & Harkness LLP, for review purposes in connection with the closing of the Offering, and that copies of this letter may be retained by the Underwriters and their respective counsel in their files.

This letter speaks only as of the date hereof (which shall be the Closing Date), and we assume no obligation to update, supplement, or revise this letter to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law, regulations, or interpretations that may hereafter occur, regardless of the effect that any such facts, circumstances, or changes might have on the contents of this letter.

8. Governing Law

This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.

[Remainder of this page intentionally left blank; signature page follows.]

We are furnishing this letter to you solely in connection with the Offering and upon the terms and conditions set forth herein.

Very truly yours,

PRESCOTT, DANFORTH & YEE LLP

By: ________

Name: Margaret Yee

Title: Partner

[Draft — Signature Line Left Blank Pending Closing]

cc (via electronic mail):

Calloway-Briggs Renewables Inc.

Attn: Sandra Haverford, General Counsel & Corporate Secretary

4200 South Congress Avenue, Suite 800 Austin, Texas 78745

Calderwood & Harkness LLP

Attn: Jennifer Kwon, Partner (Issuer's Counsel)

125 Broad Street New York, New York 10004

Whitfield Archer & Doss LLP

Attn: Christine Navarro, Partner (Selling Stockholder's Counsel)

1301 McKinney Street, Suite 5100 Houston, Texas 77010

Ashford & Pemberton LLP

Attn: Gregory Sondheim, Lead Engagement Partner (Independent Auditor)

1345 Avenue of the Americas New York, New York 10105

CONFIDENTIAL
PRESCOTT, DANFORTH & YEE LLP Attorneys at Law
1271 Avenue of the Americas New York, New York 10020
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.pdylaw.com
Received for review — C&H Matter No. 1015-00001
[●], 2022
To Each of the Several Underwriters Named in the Underwriting Agreement Referred to Below:
Hargrove Keating & Co. 383 Madison Place New York, New York 10017 (as Representative of the Several Underwriters)
Linden Pratt Securities LLC 200 Vesey Street, 40th Floor New York, New York 10281
Graymont Brothers Inc. 555 California Street, Suite 3200 San Francisco, California 94104
Barfield Stuart & Co. 101 Federal Street Boston, Massachusetts 02110
Crane Whitley Capital LLC 600 Travis Street, Suite 4400 Houston, Texas 77002
Ladies and Gentlemen:
Re: Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc. — Registration Statement on Form S-1 (File No. 333-[●]; SEC CIK 0001948372) and the Prospectus Forming a Part Thereof; Underwriting Agreement dated [●], 2022, among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP (as Selling Stockholder), and the Several Underwriters Named Therein
1. Engagement and Capacity
We have acted as counsel to the several underwriters (the "Underwriters") named in the Underwriting Agreement dated [●], 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 therein, in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company. Hargrove Keating & Co. is acting as representative (the "Representative") of the several Underwriters in connection with the Offering.
This letter is being delivered to you pursuant to Section [●] of the Underwriting Agreement, which provides, as a condition to the obligations of the Underwriters at the Closing Date (as defined in the Underwriting Agreement), for the delivery of a letter, commonly referred to as a "negative assurance" or "10b-5" letter, from counsel to the Underwriters. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
We wish to emphasize at the outset that we are not, and have not acted as, counsel to the Company or to the Selling Stockholder in connection with the Offering or in any other capacity. We have not independently verified the accuracy, completeness, or fairness of the information set forth in the Registration Statement (as defined below) or the Prospectus (as defined below), and we do not assume any responsibility therefor except to the limited extent expressly set forth in this letter.
2. Documents Reviewed
In connection with the preparation and delivery of this letter, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
(a) The Registration Statement on Form S-1 (Registration No. 333-[●]) of the Company relating to the Offering (the "Registration Statement"), including:
(i) the initial confidential draft registration statement (DRS-1) confidentially submitted to the Securities and Exchange Commission (the "SEC") on April 11, 2022 (EDGAR Accession No. 0001948372-22-000001);
(ii) Amendment No. 1 to the Registration Statement, filed with the SEC on May 20, 2022 (EDGAR Accession No. 0001948372-22-000002); and
(iii) Amendment No. 2 to the Registration Statement, filed with the SEC on June 10, 2022 (EDGAR Accession No. 0001948372-22-000003),
each as filed with the SEC via the EDGAR system;
(b) The Prospectus, dated [●], 2022, forming a part of the Registration Statement, including all information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act") (together with any supplements thereto, the "Prospectus");
(c) The Underwriting Agreement, in the near-final draft form circulated to counsel on [●], 2022;
(d) The Pricing Agreement (or Pricing Supplement) relating to the Offering, in the template and pro forma form provided to us, to be completed at the time of pricing of the Offering;
(e) The form of Lock-Up Agreement to be executed by each of the directors and executive officers of the Company and each holder of one percent (1%) or more of the pre-IPO outstanding shares of Common Stock, providing for a lock-up period of one hundred eighty (180) days following the date of the Prospectus;
(f) The comment letters of the staff of the SEC, Division of Corporation Finance, received by the Company on May 6, 2022 (comprising the first round of eighteen (18) comments) and on June 3, 2022 (comprising the second round of seven (7) comments), together with the Company's response letters to such SEC comment letters and the related amendments to the Registration Statement;
(g) The Amended and Restated Certificate of Incorporation of the Company, in the form to become effective immediately prior to the completion of the Offering (the "IPO Charter");
(h) The Amended and Restated Bylaws of the Company, in the form to become effective immediately prior to the completion of the Offering (the "IPO Bylaws");
(i) The Amended and Restated Stockholders' Agreement, dated as of [●], 2022, among the Company, Pinnacle Vista Capital Partners III, LP, and the individuals identified therein as the "Founders" (the "Stockholders' Agreement");
(j) The Registration Rights Agreement, dated as of [●], 2022, between the Company and Pinnacle Vista Capital Partners III, LP (the "Registration Rights Agreement");
(k) The Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, as adopted by the Board of Directors and approved by the stockholders of the Company, providing for an aggregate share reserve of 12,727,273 shares of Common Stock (the "Equity Incentive Plan");
(l) The Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, as adopted by the Board of Directors and approved by the stockholders of the Company, providing for an aggregate share reserve of 2,545,455 shares of Common Stock (the "ESPP");
(m) The form of Indemnification Agreement to be entered into between the Company and each of its directors and executive officers; and
(n) Such other documents, records, certificates, agreements, and instruments as we have deemed necessary or appropriate in connection with the preparation and delivery of this letter.
In addition to our review of the foregoing documents, we have participated in conferences and discussions with representatives of the Company, including officers, in-house counsel, and outside advisors, as well as with the Company's independent registered public accounting firm, Ashford & Pemberton LLP ("Ashford & Pemberton"), concerning the contents of the Registration Statement and the Prospectus. In particular, we participated in due diligence sessions, including the organizational meeting and initial due diligence sessions held during the week of March 14–18, 2022, at the Company's principal offices in Austin, Texas, as well as subsequent telephonic and videoconference due diligence sessions conducted during the course of the registration process.
We have reviewed and commented upon various drafts of the Registration Statement and the Prospectus during the preparation thereof and have had the opportunity to discuss with representatives of the Company and its counsel revisions made in response to, among other things, the SEC staff's comment letters and our own review of the disclosure.
3. Limitations and Qualifications
The following limitations and qualifications apply to this letter, and this letter should be read in its entirety, including the limitations and qualifications set forth in this Section 3, Section 6, and Section 7 below.
Not a Legal Opinion. This letter is not a legal opinion. It does not address, and should not be construed as addressing, legal conclusions with respect to any questions of law, nor does it constitute a guarantee or certification of any kind. Rather, this letter is a letter of negative assurance delivered in accordance with the customary practice of counsel in underwritten public offerings of securities in the United States and in accordance with the guidance set forth in Statement of Policy Regarding Lawyers' Responses to Auditors' Requests for Information, adopted by the American Bar Association Section of Business Law in 1975, to the extent applicable, and the practices described in the TriBar Opinion Committee and other relevant guidance with respect to 10b-5 letters.
No Responsibility for Accuracy of Disclosure. We are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement or the Prospectus. We have made no independent investigation or verification of the statements set forth therein, and we have relied, to the extent we deemed appropriate, upon representations and information furnished to us by the Company, the Selling Stockholder, their respective counsel and advisors, and other parties. The scope and nature of the procedures we have undertaken, while consistent with customary practice for letters of this type, are inherently limited, and there can be no assurance that such procedures would reveal any or all of the matters that might be disclosed by a more extensive examination.
Not an Audit. The procedures performed by us in connection with the preparation of this letter were not intended to constitute, and did not constitute, an audit or any other form of examination conducted in accordance with generally accepted auditing standards as promulgated by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants. Accordingly, we express no opinion or other form of assurance on the financial statements, schedules, or other financial data included in the Registration Statement or the Prospectus.
Excluded Matters. Without limiting the generality of the foregoing, we express no view with respect to, and this letter does not cover or address, the following:
(i) the financial statements and schedules (including the notes thereto), and any other financial, statistical, or accounting data, included or incorporated by reference in the Registration Statement or the Prospectus, all of which are within the responsibility of the Company's management and the Company's independent registered public accounting firm, Ashford & Pemberton LLP (the engagement partner for which is Gregory Sondheim);
(ii) the information set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences," to the extent that such information constitutes statements of tax law, summaries of tax regulations, or tax opinions or advice;
(iii) any projections, estimates, or forward-looking statements (including statements identified as forward-looking statements in the Prospectus or qualified by reference to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, to the extent applicable), or any assumptions or methodologies underlying or relating to any such projections, estimates, or forward-looking statements;
(iv) the disclosures and descriptions relating to the hypothetical liquidation at book value ("HLBV") methodology, tax-equity accounting matters, tax-equity partnership structures, and related accounting policy discussions, whether set forth in the Prospectus or in the notes to the financial statements;
(v) any exhibits, documents, or agreements filed or to be filed as exhibits to the Registration Statement, except to the extent specifically referenced and discussed herein;
(vi) the information furnished by or on behalf of Pinnacle Vista Capital Partners III, LP in any Selling Stockholder questionnaire or similar instrument, and the disclosure in the Prospectus based thereon; and
(vii) any information contained in any documents incorporated or deemed to be incorporated by reference in the Registration Statement or Prospectus, to the extent such documents were not specifically identified and reviewed by us in connection with the preparation of this letter.
4. Negative Assurance Statement
Based upon and subject to the foregoing and the limitations and qualifications set forth herein, including without limitation those set forth in Section 3 above, and in reliance upon the procedures described in Section 2 and Section 5 of this letter (which procedures do not constitute an audit performed in accordance with generally accepted auditing standards), nothing has come to our attention that causes us to believe that:
(a) the Registration Statement (including the information contained in the Prospectus forming a part thereof), at the time the Registration Statement became effective under the Securities Act, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or
(b) the Prospectus (including any supplements or amendments thereto through the date hereof), as of the date thereof and as of the date hereof (the Closing Date), contained or contains an untrue statement of a material fact or omitted or omits 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;
provided, however, that in each case (a) and (b) above, we express no view with respect to the financial statements, schedules, and other financial, statistical, and accounting data referred to in Section 3 above, as to all of which we express no view or belief.
We note that the statements set forth in subparagraphs (a) and (b) above track in substance the language of Section 11(a) and Section 12(a)(2) of the Securities Act and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are made solely for the benefit of the Underwriters in connection with the Offering in reliance upon, and subject to, the limitations and qualifications set forth in this letter.
5. Basis of Procedures / Due Diligence Participation
In arriving at the statements expressed in Section 4 above, we have undertaken the following procedures, which we believe are customary for letters of this type:
(a) Drafting Sessions and Review. We participated in multiple drafting sessions for the Registration Statement and the Prospectus, commencing in March 2022 and continuing through the date of effectiveness of the Registration Statement. We reviewed and provided comments on successive drafts of the Registration Statement and the Prospectus, including the draft disclosure relating to, among other subjects, the Company's business, risk factors, use of proceeds, capitalization, dilution, management's discussion and analysis of financial condition and results of operations, management and corporate governance, related-party transactions, and principal and selling stockholders.
(b) SEC Comment Letter Review. We reviewed each of the SEC staff comment letters received by the Company (totaling twenty-five (25) comments across two rounds of review: eighteen (18) comments in the first round dated May 6, 2022, and seven (7) comments in the second round dated June 3, 2022), the Company's written responses to such comment letters, and the corresponding amendments to the Registration Statement filed in response thereto. We discussed with the Company and its counsel the substance of such comments and the adequacy of the responsive amendments.
(c) Management Discussions. We participated in discussions with members of the Company's senior management, including Garrett Calloway, Chief Executive Officer; Marcus Yoon, Chief Financial Officer; Sandra Haverford, General Counsel and Corporate Secretary; and Priya Anand, Senior Vice President, Finance and Treasurer, concerning the business, operations, financial condition, and prospects of the Company, and the contents of the Registration Statement and the Prospectus.
(d) Discussions with Issuer's Counsel. We participated in discussions with Calderwood & Harkness LLP, counsel to the Company, including Jennifer Kwon, Partner, and Brendan Walsh, Partner, regarding the preparation of the Registration Statement and the Prospectus, the Company's responses to SEC staff comments, and the status and nature of legal proceedings, regulatory matters, and other contingencies disclosed or required to be disclosed in the Registration Statement and the Prospectus.
(e) Comfort Letter Review. We reviewed the draft comfort letter from Ashford & Pemberton LLP, the Company's independent registered public accounting firm, dated June 8, 2022, addressed to the Underwriters and delivered in accordance with Statement on Auditing Standards No. 72, as amended, and the procedures described therein.
(f) Due Diligence Materials. We reviewed due diligence materials made available to us by the Company and its counsel, including materials contained in the electronic data room maintained by the Company in connection with the Offering, minutes of meetings of the Board of Directors and committees thereof, material contracts, and other corporate records and documents.
(g) Discussions with Underwriter Representatives. We participated in discussions with representatives of the Underwriters, including Oliver Marchetti of Hargrove Keating & Co., Rebecca Innes of Linden Pratt Securities LLC, and Kenneth Sato of Graymont Brothers Inc., concerning the scope and results of the due diligence investigation and the contents and adequacy of the disclosure in the Registration Statement and the Prospectus.
In addition to the foregoing, we have relied, to the extent we deemed appropriate, upon the representations and warranties of the Company contained in the Underwriting Agreement, including but not limited to the representations set forth in Section [●] thereof, as well as upon the officer's certificate to be delivered by the Company at the Closing Date pursuant to Section [●] of the Underwriting Agreement, and upon the comfort letter and bring-down comfort letter to be delivered by Ashford & Pemberton LLP at or prior to the Closing Date.
6. Scope of Representation Limitation
We have acted solely as counsel to the Underwriters in connection with the Offering, and this letter is delivered to you solely in that capacity. We have not represented, and do not represent, the Company, the Selling Stockholder, or any other person or entity in connection with the Offering or any other transaction or matter. Our engagement by the Underwriters is limited to the Offering, and this letter does not address and should not be construed as addressing any other transaction, matter, or agreement, whether or not related to the Company or the Underwriters.
Nothing in this letter shall be deemed to create any attorney-client relationship between Prescott, Danforth & Yee LLP and any person or entity other than the Underwriters, nor shall this letter be deemed to create any duty, obligation, or liability on the part of Prescott, Danforth & Yee LLP to any such other person or entity.
7. Reliance and Distribution Limitations
This letter is furnished to the Underwriters solely for their benefit in connection with the Offering and may be relied upon by the Underwriters solely in that capacity and for that purpose. This letter may not be relied upon by any other person or entity, or used, circulated, quoted, or otherwise referred to for any other purpose, without the prior written consent of Prescott, Danforth & Yee LLP.
Without limiting the generality of the foregoing, this letter may not be quoted in whole or in part, or filed with any governmental or regulatory agency (including, without limitation, the SEC), or otherwise referred to in any document or public filing, without the prior written consent of Prescott, Danforth & Yee LLP; provided, however, that this letter may be furnished to the Company and its counsel, Calderwood & Harkness LLP, for review purposes in connection with the closing of the Offering, and that copies of this letter may be retained by the Underwriters and their respective counsel in their files.
This letter speaks only as of the date hereof (which shall be the Closing Date), and we assume no obligation to update, supplement, or revise this letter to reflect any facts or circumstances that may hereafter come to our attention, or any changes in applicable law, regulations, or interpretations that may hereafter occur, regardless of the effect that any such facts, circumstances, or changes might have on the contents of this letter.
8. Governing Law
This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.
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We are furnishing this letter to you solely in connection with the Offering and upon the terms and conditions set forth herein.
Very truly yours,
PRESCOTT, DANFORTH & YEE LLP
By: ________
Name: Margaret Yee
Title: Partner
[Draft — Signature Line Left Blank Pending Closing]
cc (via electronic mail):
Calloway-Briggs Renewables Inc.
Attn: Sandra Haverford, General Counsel & Corporate Secretary
4200 South Congress Avenue, Suite 800 Austin, Texas 78745
Calderwood & Harkness LLP
Attn: Jennifer Kwon, Partner (Issuer's Counsel)
125 Broad Street New York, New York 10004
Whitfield Archer & Doss LLP
Attn: Christine Navarro, Partner (Selling Stockholder's Counsel)
1301 McKinney Street, Suite 5100 Houston, Texas 77010
Ashford & Pemberton LLP
Attn: Gregory Sondheim, Lead Engagement Partner (Independent Auditor)
1345 Avenue of the Americas New York, New York 10105

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