Contract analysis

I. INTRODUCTION AND INSTRUCTIONS A. Purpose This Due Diligence Request List — Material Contracts (this "Request List") is submitted by Calderwood & Harkness LLP ("C&H" or "outside counsel") on behalf of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the due diligence review being conducted for the proposed initial public offering of approximately $600,000,000 of common stock (the "Common

1. Completeness of Production. Each request for a contract or agreement should be understood to include a request for all amendments, supplements, side letters, waivers, consents, joinders, novations, assignments, estoppel certificates, and notices related to or issued under such contract or agreement, regardless of whether such related documents are separately identified in a particular request item.

2. Executed Versions. Where available, please provide fully executed versions of all documents. If an executed version is not available, draft or conformed versions may be provided, but each such document should be clearly marked "DRAFT" or "CONFORMED COPY" on its face, and the Company should indicate whether the terms reflected therein are final and binding.

3. Materiality Threshold. For purposes of this Request List, "material" means any contract meeting one or more of the following criteria: (a) The contract involves aggregate consideration or committed value exceeding $1,000,000 over the term of the contract; (b) The contract would be required to be filed as an exhibit to the Company's registration statement on Form S-1 under Item 601(b)(10) of Regulation S-K promulga

4. Format of Production. Electronic copies of all responsive documents are preferred. Documents should be organized by project and by contract category corresponding to the sections of this Request List. To the extent practicable, documents should be Bates-stamped or provided with a document index that cross-references each document to the applicable request item number. Production may be made via the Thackeray Solut

5. Privilege. If any document or portion thereof responsive to this Request List is withheld on the grounds of attorney-client privilege, attorney work product protection, or any other applicable privilege or protection, please provide a privilege log entry for each such document, including: (a) the date of the document, (b) the author and all recipients, (c) a brief description of the subject matter sufficient to as

6. Time Period. Unless otherwise specified, each request covers the period from January 1, 2017 through the date of the Company's response. Certain requests specify different time periods where appropriate. D. Requested Completion Date We respectfully request that production of the documents and information described in this Request List be substantially completed on or before April 8, 2022. To the extent that certai

II. POWER PURCHASE AGREEMENTS (PPAs) A. Operating Projects — PPAs Request Item II.A.1: All power purchase agreements ("PPAs"), energy purchase agreements ("EPAs"), tolling agreements, and any other offtake agreements pursuant to which the Company or any of its subsidiaries has contracted for the sale of electric energy, capacity, ancillary services, or environmental attributes generated by each operating project in t

III. ENGINEERING, PROCUREMENT, AND CONSTRUCTION (EPC) CONTRACTS A. Operating Projects — EPC Contracts Request Item III.A.1: All engineering, procurement, and construction agreements ("EPC Agreements"), or, where the engineering, procurement, and construction scope has been unbundled across separate contracts, all separate engineering agreements, procurement agreements, and construction agreements, for each operating

IV. OPERATIONS AND MAINTENANCE (O&M) AGREEMENTS A. Operating Projects — O&M Agreements Request Item IV.A.1: All operations and maintenance agreements for each operating project in the Company's portfolio, including full-service wrap agreements (covering the entire facility), balance-of-plant O&M agreements, and component-specific O&M agreements (such as wind turbine generator service agreements, inverter maintenance

V. INTERCONNECTION AGREEMENTS A. Executed Interconnection Agreements Request Item V.A.1: All generator interconnection agreements ("GIAs"), large generator interconnection agreements ("LGIAs"), small generator interconnection agreements, and facilities study agreements for each operating project and each project under construction. This request includes all interconnection agreements entered into with the applicable

VI. EQUIPMENT SUPPLY AGREEMENTS A. Major Equipment — Operating and Under-Construction Projects Request Item VI.A.1: All equipment supply agreements ("ESAs") for major equipment procured for each operating project and each project under construction, including, without limitation, the following categories of equipment: (a) Wind turbine generator supply agreements, including agreements for the supply of nacelles, blade

VII. LAND LEASE AND SITE CONTROL AGREEMENTS Note: This Section VII is intended to be read in conjunction with the separate Due Diligence Request List — Real Property / Leases, which covers the full range of real property diligence matters. This section is limited to those land agreements that constitute material commercial contracts for purposes of the Form S-1 disclosure requirements. Request Item VII.1: All master

VIII. TAX-EQUITY AND PROJECT-FINANCE RELATED COMMERCIAL AGREEMENTS Note: This Section VIII is intended to be read in conjunction with the separate Due Diligence Request List — Debt and Financing, which covers credit agreements, term loan facilities, revolving credit facilities, and other financing arrangements. This section is limited to commercial contracts that are ancillary to or entered into in connection with ta

IX. MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTS Request Item IX.1: The management-services agreement between the Company and Pinnacle Vista Capital Partners (the "Sponsor") or its management company, PVCM, pursuant to which the Sponsor provides management, advisory, and oversight services to the Company (currently at a fee of approximately $2,400,000 per year), including: (a) The complete executed management-se

X. INSURANCE-RELATED COMMERCIAL CONTRACTS Note: This Section X is intended to be read in conjunction with the separate Due Diligence Request List — Insurance, which covers the full range of insurance diligence matters. This section is limited to material commercial contracts related to insurance procurement. Request Item X.1: Any long-term insurance program agreements, insurance brokerage agreements with committed mu

XI. OTHER MATERIAL COMMERCIAL CONTRACTS A. Joint Venture and Partnership Agreements Request Item XI.A.1: Any joint venture agreements, co-development agreements, co-investment agreements, or partnership agreements (other than tax-equity partnership agreements covered in Section VIII) for any project in the Company's operating portfolio, projects under construction, or development pipeline, including any agreements wi

XII. CHANGE-OF-CONTROL AND ASSIGNMENT PROVISIONS Request Item XII.1: A compiled schedule identifying every material contract of the Company and its subsidiaries that contains any of the following provisions: (a) A change-of-control provision (howsoever defined); (b) An assignment restriction or anti-assignment clause; (c) A consent requirement triggered by a change in the direct or indirect ownership of the Company o

XIII. TERMINATED, EXPIRED, AND DISPUTED CONTRACTS Request Item XIII.1: All material contracts of the Company and its subsidiaries that have been terminated within the past three years (from January 1, 2019 through the date of production), including: (a) The contract itself (or a summary if the contract is no longer available); (b) All termination notices; (c) All settlement agreements, release agreements, and mutual

XIV. CONTRACT SUMMARY SCHEDULE Request Item XIV.1: A master schedule or contract register listing all material commercial contracts of CBR and its subsidiaries, organized by project (and, within each project, by contract category), including the following information for each contract: Request Item XIV.2: If available, a data-room index or virtual data-room access link for all contract documents, organized in a manne

XV. SUPPLEMENTAL REQUESTS AND CONTACT INFORMATION A. Reservation of Rights Calderwood & Harkness LLP reserves the right to submit supplemental or follow-up due diligence requests as the due diligence process progresses and as additional information becomes available. This Request List is not intended to be exhaustive, and the submission of supplemental requests should not be construed as an acknowledgment that the ma