Contract analysis

1. Certificate of Incorporation of CBR (as originally filed with the Secretary of State of the State of Delaware), including all certificates of amendment, certificates of correction, certificates of designation, and any amended and restated certificates of incorporation. CBR was incorporated in the State of Delaware in 2014, and we request the complete charter history from the date of original incorporation to the p

2. Current bylaws of CBR, as in effect on the date hereof, together with all prior versions thereof and all amendments thereto.

3. Certificate of formation, certificate of organization, articles of organization, or equivalent formation document (as applicable) for each material subsidiary of CBR, including without limitation each of the following entities: (a) CBR Holdings LLC (a Delaware limited liability company); (b) Calloway-Briggs Operating Company LLC (a Texas limited liability company); (c) Solaris West Solar LLC (a Texas limited liabi

4. Operating agreements, limited liability company agreements, or equivalent governing documents for each LLC subsidiary listed in Item 3, including all amendments, restatements, joinders, and supplements thereto.

5. Any joint venture agreements, partnership agreements, limited partnership agreements, or similar arrangements to which CBR or any subsidiary is a party or by which CBR or any subsidiary is bound, together with all amendments and supplements thereto.

6. Registered agent information for CBR and each material subsidiary in their respective jurisdictions of formation and in each jurisdiction in which they are qualified to do business as a foreign entity. We note that CBR's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, DE 19801 — please confirm this information is current as of the date hereo

7. Certificates of good standing (or certificates of existence, certificates of status, or equivalent documents, as applicable) for CBR and each material subsidiary, issued by the Secretary of State (or equivalent authority) of each such entity's jurisdiction of formation and of each state in which such entity is qualified to do business as a foreign entity. Based on our preliminary understanding, the relevant jurisd

8. A list of all jurisdictions in which CBR and each material subsidiary are qualified to do business as a foreign entity (or have registered to transact business), together with the date of qualification or registration in each such jurisdiction. Please also identify any jurisdictions in which CBR or any subsidiary conducts business but has not yet qualified as a foreign entity.

9. Any documents reflecting name changes, mergers, conversions, domestications, reorganizations, recapitalizations, or other structural changes involving CBR or any subsidiary since CBR's founding in 2014, including certificates of merger, plans of conversion, articles of conversion, and resolutions of the board of directors or members (as applicable) authorizing such actions.

II. CORPORATE ORGANIZATIONAL CHART

10. Current corporate organizational chart showing the complete ownership structure of CBR and all subsidiaries (both direct and indirect), including percentage ownership interests at each level of the structure. The organizational chart should reflect all legal entities in the CBR corporate family, including any dormant or inactive entities, and should clearly indicate the jurisdiction of formation of each entity an

11. Any organizational charts, memoranda, or other documents showing the planned post-IPO corporate structure, including any restructuring, reorganization, or simplification steps to be taken prior to or in connection with the offering (including, without limitation, any planned mergers, conversions, or dissolutions of subsidiaries, any reclassification of equity securities, and any changes to intercompany arrangemen

III. CAPITALIZATION 12.\* Current capitalization table showing all authorized, issued, and outstanding equity securities of CBR, including without limitation: (a) shares of common stock, par value $0.01 per share (we understand that pre-IPO shares outstanding are approximately 100,000,000 on a fully diluted, post-reclassification basis — please confirm); (b) any shares of preferred stock (including series designation

13. Stock ledger, stock transfer book, or equivalent record maintained by CBR (or its transfer agent, if applicable) showing all issuances, transfers, repurchases, cancellations, retirements, and conversions of equity securities of CBR from the date of incorporation to the present, including the date, number of shares, consideration received, and identity of the transferor and transferee in each case.

14. Summary of pre-IPO ownership of CBR. Based on our preliminary understanding, the current ownership of CBR on a fully diluted basis is approximately as follows: (a) Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"): approximately 62% of the fully diluted common stock; (b) Co-founders (Garrett Calloway and Elaine Briggs) and management: approximately 24% of the fully diluted common stock; and (c) Earlier-s

15. Schedule of Pinnacle Vista's investment history in CBR, including: (a) Initial investment of approximately $385 million in equity capital (2017), including the date, form of consideration, number and class of securities acquired, and per-share price; and (b) Follow-on investment of approximately $120 million (2019), including the same details. Please also provide a summary of any other capital contributions, brid

16. All stock purchase agreements, subscription agreements, investment agreements, and contribution agreements relating to equity investments in CBR, including without limitation all agreements relating to the Pinnacle Vista investments described in Item 15, together with all amendments, waivers, side letters, and supplements thereto.

17. All equity incentive plans, stock option plans, restricted stock plans, phantom equity plans, employee stock purchase plans, and any similar plans or arrangements maintained by CBR, together with all amendments thereto and all forms of award agreements used thereunder (including, without limitation, forms of stock option agreement, restricted stock agreement, RSU agreement, PSU agreement, and any other form of aw

18. Schedule of all outstanding stock options, RSUs, PSUs, warrants, stock appreciation rights, and other equity-based or equity-linked awards, showing the following information for each outstanding award: (a) Name and title of the holder; (b) Type of award; (c) Grant date; (d) Vesting schedule (including any acceleration provisions); (e) Exercise price or strike price (if applicable); (f) Expiration date; (g) Number

19. Any Section 409A valuation reports, independent appraisals, or other third-party valuations of CBR common stock (or any other class of equity security), including the most recent such report and all reports obtained within the past three years.

20. Any agreements, arrangements, or understandings restricting the transfer, voting, pledging, or other disposition of CBR equity securities (other than the Stockholders' Agreement requested separately in Section V below), including without limitation any lock-up agreements, escrow agreements, market standoff agreements, and legends or restrictive notations on stock certificates.

21. Capitalization tables, unit/membership interest records, or equivalent records for each material subsidiary, showing all authorized, issued, and outstanding equity interests, the identity of each equity holder, and any outstanding options, warrants, or other rights to acquire equity interests.

22. Evidence of the issuance of equity securities of CBR exempt from registration under the Securities Act, including without limitation documentation of reliance on Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Rule 701 under the Securities Act, or any other exemption, including investor questionnaires, accredited investor certifications, investment representations, and restrictive lege

IV. BOARD OF DIRECTORS 23.\* List of all current directors of CBR, including for each director: (a) Full legal name; (b) Date of initial election or appointment to the board; (c) Current term and class (if the board is classified); (d) Committee memberships; (e) Independence status under NYSE listing standards and applicable SEC rules; and (f) Relationship to the Company, its stockholders, or its management (e.g., ma

24. Resumes, curricula vitae, or detailed biographical information for each current director, including educational background, professional experience, other public company board service, and principal occupation.

25. All minutes of meetings of the board of directors of CBR from the date of incorporation (2014) to the present, together with records of all actions taken by unanimous written consent of the board in lieu of a meeting. If minutes have not been prepared for any meeting, please so indicate and provide any available notes, agendas, or summaries. Please also provide copies of all materials (board decks, presentations,

26. Schedule of all committees of the board of directors currently in existence or that have existed at any time since incorporation, together with: (a) The charter or terms of reference for each committee currently in existence; (b) The current membership of each committee, including identification of the chairperson; (c) All minutes of meetings of each committee from inception to the present; and (d) Records of all

27. Directors' and officers' questionnaires completed by each current director and executive officer in connection with the preparation of the Form S-1, or, if such questionnaires have not yet been distributed, please confirm the Company's willingness to distribute and complete such questionnaires in a form to be provided by C&H within the coming weeks.

28. Any board self-evaluation materials, governance assessments, skills matrices, or other materials relating to the composition, effectiveness, or evaluation of the board of directors.

29. Any agreements with directors regarding their service on the board of directors, including without limitation: (a) Director compensation arrangements (cash retainers, meeting fees, equity grants, and any other forms of compensation); (b) Indemnification agreements between CBR and each director; and (c) Any other agreements between CBR and any director relating to such director's board service.

30. A list of all managers, directors, or equivalent governing persons of each material subsidiary, together with any resolutions or consents appointing such persons.

V. STOCKHOLDER AGREEMENTS AND GOVERNANCE AGREEMENTS 31.\* The existing Stockholders' Agreement among CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, Elaine Briggs, and any other parties thereto, together with all amendments, restatements, supplements, waivers, side letters, and joinder agreements. Please also provide any term sheets or letters of intent that preceded the execution of the Stockholders'

32. Any registration rights agreements (including any agreement or provision granting demand registration rights, piggyback registration rights, shelf registration rights, or any other rights to require CBR to file or participate in the filing of a registration statement under the Securities Act), together with all amendments and supplements thereto.

33. Any voting agreements, voting trusts, irrevocable proxies, or other arrangements relating to the voting of equity securities of CBR.

34. Any investors' rights agreements, information rights agreements, or similar agreements granting investors the right to receive financial or other information from the Company, to attend board meetings, to consult with management, or to exercise any other governance-related rights.

35. Any right of first refusal agreements, right of first offer agreements, co-sale agreements, tag-along agreements, drag-along agreements, or similar transfer-related agreements affecting the equity securities of CBR.

36. Any management rights letters or similar arrangements provided to Pinnacle Vista Capital Partners or any other investor in connection with such investor's investment in CBR, including any arrangements entered into for the purpose of qualifying Pinnacle Vista's investment in CBR as a "venture capital investment" for purposes of the Employee Retirement Income Security Act of 1974, as amended, or for any other regul

37. Any communications, correspondence, or notices from or to stockholders of CBR regarding the proposed initial public offering, including any consent solicitations, information packages, or presentations provided to stockholders in connection therewith.

VI. STOCKHOLDER RECORDS AND ACTIONS

38. A list of all current stockholders of record of CBR as of the most recent practicable date, showing the name, address, number of shares held, and class or series of shares held by each stockholder.

39. All minutes of meetings of stockholders of CBR from the date of incorporation to the present, together with records of all actions taken by written consent of stockholders in lieu of a meeting. Please also provide copies of all notices of stockholder meetings, agendas, and materials distributed to stockholders in connection with any such meeting.

40. Any proxy statements, information statements, solicitation materials, or other documents distributed to stockholders in connection with any meeting of stockholders or solicitation of stockholder action, whether by the Company, by Pinnacle Vista, or by any other stockholder.

41. Evidence of any stockholder approvals required in connection with prior equity issuances (including approval of any equity incentive plans), amendments to the certificate of incorporation or bylaws, any merger, conversion, or other significant corporate action, or any other matter requiring the affirmative vote or written consent of the stockholders of CBR.

VII. OFFICERS 42.\* A list of all current officers and key employees of CBR, including for each person: (a) Full legal name; (b) Title; (c) Date of hire and date of appointment to current position; (d) Reporting relationships; and (e) Location of primary office. Based on our preliminary understanding, the current officers and key employees of CBR include the following individuals: (i) Garrett Calloway — Co-Founder, C

43. Resumes, curricula vitae, or detailed biographical information for each named executive officer identified in response to Item 42, including educational background, professional experience, and prior public company experience, to be used in the preparation of the "Management" section of the Form S-1.

44. Evidence of the appointment of each current officer, including copies of the relevant board resolutions, unanimous written consents, or minutes of the board meeting at which such officer was appointed.

VIII. MATERIAL AGREEMENTS (GENERAL)

45. A schedule of all material agreements to which CBR or any subsidiary is a party or by which CBR or any subsidiary or any of their respective assets are bound. For purposes of this request, "material agreements" include, without limitation, agreements involving annual payments or receipts exceeding $5 million, agreements that are otherwise material to CBR's business, operations, financial condition, or results of

46. Copies of all agreements identified on the schedule prepared in response to Item 45, including all amendments, restatements, supplements, waivers, and side letters thereto.

47. Any agreements containing change-of-control, assignment, or consent provisions that may be triggered by the consummation of the IPO, by a change in ownership of CBR resulting from the offering, or by any subsequent change in ownership, including any agreements that require notice to, or the consent of, any counterparty in connection with any such event.

48. Any non-competition agreements, non-solicitation agreements, exclusivity agreements, standstill agreements, or most-favored-nation agreements to which CBR or any subsidiary is a party (other than such provisions contained in employment agreements or offer letters, which are covered by the separate Employment & Benefits request list).

49. Any guarantees, surety bonds, performance bonds, letters of credit, or similar credit support instruments issued by or on behalf of CBR or any subsidiary, including the identity of the beneficiary, the underlying obligation supported thereby, and the maximum amount of exposure.

50. Any agreements, arrangements, or transactions between CBR or any subsidiary, on the one hand, and Pinnacle Vista Capital Partners III, LP or any of its affiliates (including any portfolio companies, general partners, or management entities), on the other hand, including without limitation: (a) Any management-services agreement, advisory agreement, consulting agreement, or monitoring agreement (we understand that

51. Any agreements with the founders (Garrett Calloway and Elaine Briggs) other than employment agreements and offer letters (which are covered in the Employment & Benefits request list), including without limitation any founders' agreements, intellectual property assignment agreements, non-competition or non-solicitation agreements (other than those contained in employment agreements), and any agreements relating to

IX. PRIOR OFFERINGS AND SECURITIES LAW COMPLIANCE

52. Any registration statements, prospectuses, or offering memoranda prepared by or on behalf of CBR at any time, whether or not filed with the Securities and Exchange Commission (the "SEC") and whether or not declared effective.

53. Any private placement memoranda, confidential information memoranda, offering circulars, or similar offering documents prepared by or on behalf of CBR in connection with any offering of securities (whether equity or debt) at any time.

54. Documentation of any prior securities offerings by CBR, including: (a) Evidence of the exemptions from registration relied upon, including documentation of compliance with Regulation D under the Securities Act, Section 4(a)(2) of the Securities Act, Rule 701 under the Securities Act, and any other applicable exemption; (b) Copies of all Forms D filed with the SEC, together with evidence of timely filing; (c) Copi

55. Any "bad actor" questionnaires, certifications, or disclosures completed by CBR, its directors, officers, or any person holding more than 20% of any class of CBR's outstanding voting equity securities, under Rule 506(d) of Regulation D or any similar provision.