Contract analysis

From: Brendan Walsh <bwalsh@calderwoodharkness.com> To: Christine Navarro <cnavarro@whitfieldarcherdoss.com> Cc: Jennifer Kwon <jkwon@calderwoodharkness.com> Date: Thu, 28 Apr 2022 02:47:00 -0000 Subject: Calloway-Briggs Renewables Inc. — Selling Stockholder Documentation Package for Pinnacle Vista Capital Partners III, LP

I hope you are well. I am writing in connection with the proposed initial public offering of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") (C&H Matter No. 1015-00001). Please find attached the selling-stockholder documentation forms for completion and execution by Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista") in its capacity as the selling stockholder in the offering. The package consists of t

**Attachment 1 — Selling Stockholder Questionnaire**

The first attachment is a form Selling Stockholder Questionnaire to be completed by Pinnacle Vista. The questionnaire requests the following categories of information:

- **Beneficial Ownership Information.** Pinnacle Vista currently holds approximately 62% of CBR's fully diluted pre-IPO common stock, or approximately 62,000,000 shares. The questionnaire requests that Pinnacle Vista confirm these figures and provide pre-IPO and post-IPO ownership percentages under both the base offering scenario and the full overallotment exercise scenario. In the secondary component of the offering

- **FINRA Affiliations.** The questionnaire requests disclosure of any broker-dealer relationships or other FINRA affiliations, if any.

- **General Partner and Control Person Information.** Pinnacle Vista should provide information regarding Pinnacle Vista Capital Management LLC in its capacity as general partner, as well as the names of the natural persons exercising voting and/or investment control over the shares. We understand these individuals to be Hugh Pemberton and Diane Kovac, each in their capacity as Co-Founder and Managing Partner, but as

- **Underwriter Relationships.** The questionnaire requests disclosure of any relationships, arrangements, or understandings between Pinnacle Vista (or its affiliates) and any of the underwriters, including Hargrove Keating & Co., Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC.

The information provided in the questionnaire will be used to prepare the "Principal and Selling Stockholders" table in the Registration Statement on Form S-1 and for purposes of the FINRA corporate financing application (Filing No. 20221129-01).

**Attachment 2 — Selling Stockholder Representation Letter**

The second attachment is a form Selling Stockholder Representation Letter to be executed by an authorized signatory of Pinnacle Vista. The representation letter contains the following key representations, among others:

- that all information provided in the questionnaire is true, accurate, and complete in all material respects; - that there are no undisclosed FINRA-restricted-person affiliations; - that the shares being sold are beneficially owned by Pinnacle Vista and are free and clear of all liens, encumbrances, equities, and claims; - that Pinnacle Vista has not entered into any distribution arrangements with respect to the sha

These forms are consistent with the near-final draft of the underwriting agreement currently being negotiated with Prescott, Danforth & Yee LLP (underwriters' counsel; Margaret Yee, lead). For reference, the base offering is approximately $521.7 million in the aggregate, of which approximately $150.0 million represents secondary shares sold by Pinnacle Vista and approximately $371.7 million represents primary shares

Separately, Calderwood & Harkness has also prepared a draft custody agreement for the secondary shares (which are to be held in custody with Hargrove Keating & Co. during the offering period) and a draft power of attorney for execution of the underwriting agreement and pricing agreement on behalf of Pinnacle Vista. We will circulate these documents separately once they have been finalized.

We would appreciate receiving the completed questionnaire and executed representation letter by approximately **Friday, May 6, 2022**, or as soon as practicable thereafter, in order to allow sufficient time for incorporation into the S-1 amendment responsive to the SEC's first-round comment letter. As you know, the draft Registration Statement (DRS-1) was confidentially submitted on April 11, 2022, and the working gr

Please do not hesitate to reach out if you or your client have any questions regarding the attached forms — happy to jump on a call at your convenience.

Brendan Walsh Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: (212) 558-7340 E: bwalsh@calderwoodharkness.com