Contract analysis

1. Pinnacle Vista Capital Partners — Investment History 1.1 Initial Equity Investment (2017) Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista" or "PVCP III"), a Delaware limited partnership managed by its general partner, Pinnacle Vista Capital Management LLC, a Delaware limited liability company, made an initial equity investment of $385 million in CBR in 2017. PVCP III is a 2016-vintage private-equity fund

2. Management-Services Agreement with Pinnacle Vista 2.1 Description of Agreement Since the time of Pinnacle Vista's initial equity investment in 2017, CBR has been party to a Management-Services Agreement, dated as of September 15, 2017 (the "Management-Services Agreement"), with Pinnacle Vista Capital Management LLC, the general partner of PVCP III. Pursuant to the Management-Services Agreement, Pinnacle Vista Capi

3. Amended and Restated Stockholders' Agreement 3.1 General. In connection with this offering, CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs (collectively, the "Stockholder Parties") will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"), which will amend, restate, and replace in its entirety the existing Stockholders' Agreement, dated as of

4. Registration Rights Agreement 4.1 General. In connection with this offering, CBR and Pinnacle Vista Capital Partners III, LP (together with its permitted transferees, the "Holders") will enter into a Registration Rights Agreement (the "Registration Rights Agreement") that will become effective upon the closing of this offering. The Registration Rights Agreement will be governed by and construed in accordance with

5. Founder Employment Agreements 5.1 Garrett Calloway — Chairman and Chief Executive Officer We are party to an employment agreement with Garrett Calloway, our Co-Founder, Chairman of the Board, and Chief Executive Officer (the "Calloway Employment Agreement"), which was entered into as of January 1, 2018 and was most recently amended on March 15, 2022. The Calloway Employment Agreement provides for an initial term o

6. Indemnification Agreements 6.1 Description. In connection with this offering, the Company will enter into indemnification agreements (each, an "Indemnification Agreement") with each of its directors and executive officers. The Indemnification Agreements will provide for the indemnification of, and advancement of expenses to, each such director and executive officer to the fullest extent permitted by the General Co

7. Participation in This Offering by Related Parties 7.1 Pinnacle Vista as Selling Stockholder Pinnacle Vista Capital Partners III, LP is offering 6,818,182 shares of our common stock in the secondary portion of this offering at the assumed initial public offering price of $22.00 per share, representing aggregate gross proceeds of approximately $150,000,000. The Company will not receive any of the proceeds from the s

8. Controlled-Company Status Following the closing of this offering, Pinnacle Vista, together with the other parties to the Stockholders' Agreement, may be deemed to beneficially own, or to control the voting of, more than 50% of the combined voting power of our outstanding common stock. As a result, we may qualify as a "controlled company" within the meaning of Section 303A of the NYSE Listed Company Manual. Under t

9. Other Related-Party Transactions 9.1 Tax-Equity Partnership (Solaris West) In December 2020, Veltara Basin Financial LLC ("Veltara Basin"), a tax-equity investor, invested $280 million in the Solaris West Solar project (the "Solaris West Project") through a partnership-flip structure. The Solaris West Project is a 400-megawatt (MWAC) utility-scale solar photovoltaic facility located in Riverside County, California

10. Policies and Procedures for Review and Approval of Related-Party Transactions 10.1 Pre-IPO Practices Prior to this offering, the Company did not maintain a formal written related-party transaction policy. However, all related-party transactions, including the transactions described above, were reviewed and approved by the Board or a duly authorized committee thereof. The Board considered, among other factors, the