Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

Section 1.1. "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in the City of New York are authorized or required by law, regulation, or executive order to remain closed.

Section 1.2. "Closing" means the closing of the purchase and sale of shares of Common Stock pursuant to the Underwriting Agreement, including the purchase and sale of the Secondary Shares by the Depositor to the several Underwriters.

Section 1.3. "Closing Date" means the date of the Closing, which is expected to be the second Business Day following the date of pricing of the IPO (i.e., T+2), or such other date as may be specified in the Underwriting Agreement or the Pricing Agreement.

Section 1.4. "Common Stock" means the common stock, par value $0.01 per share, of Calloway-Briggs Renewables Inc.

Section 1.5. "Company" means Calloway-Briggs Renewables Inc., a Delaware corporation (EIN 83-4027615).

Section 1.6. "Custodian" means Hargrove Keating & Co., a Delaware corporation.

Section 1.7. "Depositor" means Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership.

Section 1.8. "DTC" means The Depository Trust Company, a subsidiary of the Depository Trust & Clearing Corporation.

Section 1.9. "Lock-Up Agreement" means the lock-up agreement executed by the Depositor in connection with the IPO, providing for a 180-day restriction on the sale or disposition of shares of Common Stock following the date of the final prospectus relating to the IPO, subject to the exceptions and conditions set forth therein.

Section 1.10. "Offering Period" means the period commencing on the date of deposit of the Secondary Shares with the Custodian pursuant to Section 2.1 and ending on the earliest to occur of (a) the Closing Date, (b) the Termination Date, or (c) the return of the Secondary Shares to the Depositor pursuant to Section 6.2.

Section 1.11. "Overallotment Option" means the option granted to the Underwriters pursuant to the Underwriting Agreement to purchase up to an additional 3,559,091 shares of Common Stock (representing 15% of the base offering of approximately 23,713,636 shares), at the public offering price less the underwriting discount, representing approximately $78,300,000 in aggregate at the assumed midpoint price of $22.00 per s

Section 1.12. "Pricing Agreement" means the agreement specifying the final public offering price per share, the number of shares of Common Stock to be sold in the IPO (including the number of Secondary Shares), the underwriting discount, and the net proceeds payable to each of the Company and the Depositor, to be executed by and among the Company, the Depositor, and the Representative at or prior to the time of prici

Section 1.13. "Secondary Shares" means 6,818,182 shares of Common Stock to be sold by the Depositor in the base offering, as such number may be adjusted for final pricing pursuant to Section 2.3.

Section 1.14. "Termination Date" means the date on which this Agreement terminates pursuant to Article VI.

Section 1.15. "Transfer Agent" means Continental Shareowner Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004 (contact: Maria Costello, Vice President, Corporate Actions), in its capacity as transfer agent and registrar for the Common Stock.

Section 1.16. "Underwriters" means the several underwriters named in the Underwriting Agreement, being:

Section 1.17. "Underwriting Agreement" means the underwriting agreement to be entered into among the Company, the Depositor (as Selling Stockholder), and the several Underwriters named therein, in connection with the IPO.

Section 1.18. Cross-References. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Underwriting Agreement. In the event of any conflict between the definitions in this Agreement and the definitions in the Underwriting Agreement, the definitions in this Agreement shall control with respect to the custody of the Secondary Share

ARTICLE II — DEPOSIT OF SECONDARY SHARES

Section 2.1 — Deposit. (a) The Depositor shall deposit, or cause to be deposited, with the Custodian, no later than [●] Business Days prior to the anticipated Closing Date, stock certificates representing 6,818,182 shares of Common Stock (or, at the election of the Depositor, shall arrange for book-entry transfer through DTC of such shares to the Custodian's DTC account, DTC Participant No. [●]) (the "Deposit"). The

Section 2.2 — Confirmation of Deposit. (a) Promptly upon receipt of the Secondary Shares (and in any event within one Business Day following the Deposit), the Custodian shall deliver written confirmation of the Deposit (the "Deposit Confirmation"), substantially in the form attached hereto as Exhibit A, to each of the following: (i) the Depositor, at the address set forth in Section 9.1; (ii) the Company, attention:

Section 2.3 — Adjustment for Final Pricing. (a) The Parties acknowledge that the number of Secondary Shares set forth herein is based on an assumed midpoint IPO price of $22.00 per share, resulting in 6,818,182 shares ($150,000,000 ÷ $22.00 = 6,818,181.818, rounded to the nearest whole share). The assumed IPO price range, as set forth in the preliminary prospectus, is $20.00 to $24.00 per share. (b) If the final publ

ARTICLE III — CUSTODY; HOLDING OF SHARES

Section 3.1 — Custody Obligations. (a) During the Offering Period, the Custodian shall hold the Secondary Shares in a segregated custody account (the "Custody Account") established and maintained by the Custodian for the sole benefit of the Depositor. The Custodian shall designate the Custody Account with an account name and number that clearly identifies the Secondary Shares as being held in custody for the account

Section 3.2 — Restrictions on Transfer and Encumbrance. (a) During the Offering Period, neither the Depositor nor the Custodian shall sell, transfer, assign, pledge, hypothecate, grant any option or security interest in, or otherwise dispose of or encumber the Secondary Shares or any interest therein, except: (i) in connection with the delivery of the Secondary Shares at the Closing pursuant to the Underwriting Agree

Section 3.3 — Voting and Dividends. (a) During the Offering Period, the Depositor shall retain all voting rights and other rights of a shareholder with respect to the Secondary Shares held in custody. The Custodian shall have no right to vote or exercise any shareholder rights with respect to the Secondary Shares. If, during the Offering Period, the Custodian receives any proxy materials, notices of meetings, consent

Section 3.4 — No Beneficial Interest of Custodian. The Custodian holds the Secondary Shares solely in its capacity as custodian and agent for the Depositor and not as principal. The Custodian has no beneficial interest, economic interest, or ownership interest in the Secondary Shares, and the Custodian shall not assert any claim or interest in the Secondary Shares other than its rights and obligations as custodian un

ARTICLE IV — DELIVERY AT CLOSING

Section 4.1 — Delivery of Secondary Shares to Underwriters. (a) Upon (i) the satisfaction or waiver of all conditions to the Closing set forth in the Underwriting Agreement, and (ii) receipt by the Custodian of written instructions from the Depositor (or from the attorneys-in-fact designated in the Power of Attorney executed by the Depositor) directing the delivery of the Secondary Shares (the "Delivery Instructions"

Section 4.2 — Allocation of Shares Among Underwriters. The Secondary Shares shall be delivered to the several Underwriters at the Closing in the same proportions as the base offering allocation, as follows: The final allocation among the Underwriters shall be as specified in the Underwriting Agreement and/or the Pricing Agreement and may be subject to adjustment in connection with final pricing and syndicate realloca

Section 4.3 — Partial Delivery. (a) If, for any reason, fewer than all of the conditions to the Closing set forth in the Underwriting Agreement are satisfied or waived, or if the number of Secondary Shares to be sold by the Depositor is reduced or adjusted in connection with the final pricing or for any other reason, the Custodian shall deliver only the number of Secondary Shares specified in the Pricing Agreement or

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Custodian as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Depositor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Vista Capital Management LLC, a Delaware limited liabi

Section 5.2 — Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Depositor as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Custodian is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Custodian is duly registered as a broker-dealer with the SEC and

ARTICLE VI — TERMINATION AND RETURN OF SHARES

Section 6.1 — Termination Events. This Agreement shall terminate automatically and without further action by either Party upon the earliest to occur of the following (the date of such termination being the "Termination Date"): (a) the delivery of the Secondary Shares at the Closing in accordance with Article IV, together with the receipt by the Depositor (or the Custodian for the account of the Depositor) of the net

Section 6.2 — Return of Secondary Shares. (a) Upon termination of this Agreement for any reason other than the delivery of the Secondary Shares at the Closing pursuant to Section 6.1(a), the Custodian shall promptly, and in any event within two (2) Business Days following the Termination Date, return all Secondary Shares then held in the Custody Account to the Depositor. (b) The return of the Secondary Shares shall b

ARTICLE VII — POWER OF ATTORNEY

Section 7.1 — Reference to Power of Attorney. (a) The Depositor has executed, or will execute prior to the Closing, a Power of Attorney (the "Power of Attorney") appointing one or more attorneys-in-fact (each, an "Attorney-in-Fact") to act on behalf of the Depositor in connection with (i) the execution and delivery of the Underwriting Agreement and the Pricing Agreement, (ii) the delivery of the Secondary Shares at t

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by the Depositor. The Depositor shall indemnify, defend, and hold harmless the Custodian and its affiliates, and their respective directors, officers, employees, agents, and controlling persons (each, a "Custodian Indemnified Party"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements and costs of

Section 8.2 — Indemnification by the Custodian. The Custodian shall indemnify, defend, and hold harmless the Depositor and its affiliates, and their respective partners, members, managers, directors, officers, employees, agents, and controlling persons (each, a "Depositor Indemnified Party"), from and against any and all Losses arising out of or relating to: (a) the gross negligence, bad faith, or willful misconduct

Section 8.3 — Limitation of Custodian Liability. (a) The Custodian shall not be liable for any act or omission taken or suffered by the Custodian in good faith and in accordance with the terms of this Agreement, except in cases of gross negligence, bad faith, or willful misconduct. The Custodian shall not be liable for any error of judgment made in good faith by an officer or employee of the Custodian, unless it is e

Section 9.1 — Notice Addresses. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given (a) when delivered by hand, (b) one Business Day after being sent by reputable overnight courier service (with signature confirmation), or (c) when sent by email with confirmation of receipt (including automated del

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party hereby irrevocabl

Section 10.2 — Entire Agreement. This Agreement, together with the Underwriting Agreement, the Pricing Agreement, the Power of Attorney, the Lock-Up Agreement, and the exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof (namely, the custody of the Secondary Shares) and supersedes all prior and contemporaneous agreements, negotiations, represent

Section 10.3 — Amendment and Waiver. No amendment, modification, or supplement to this Agreement shall be valid or binding unless set forth in a written instrument duly executed by both the Depositor and the Custodian. No waiver of any provision of this Agreement, or any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be

Section 10.4 — Assignment. Neither Party may assign, delegate, or transfer this Agreement, or any of its rights, obligations, or interests hereunder, to any person or entity without the prior written consent of the other Party, and any purported assignment without such consent shall be null and void and of no force or effect. Notwithstanding the foregoing, the Custodian may assign its rights and obligations under thi

Section 10.5 — Successors and Assigns. Subject to the restrictions on assignment set forth in Section 10.4, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns.

Section 10.6 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herei

Section 10.7 — Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (PDF) signatures transmitted by electronic mail), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or PDF shall be as e

Section 10.8 — No Third-Party Beneficiaries. Except as otherwise expressly provided herein (including the right of Custodian Indemnified Parties and Depositor Indemnified Parties to the benefits of Article VIII), this Agreement is not intended to, and shall not, confer any rights, benefits, remedies, or claims upon any person or entity other than the Parties hereto and their respective successors and permitted assign

Section 10.9 — Fees and Expenses. (a) Each Party shall bear its own costs, fees, and expenses (including attorneys' fees and other professional fees) incurred in connection with the negotiation, preparation, execution, and performance of this Agreement. (b) The Custodian's custody services under this Agreement are provided in connection with, and as part of, the Custodian's role as lead-left book-running manager and

Section 10.10 — Headings. The article and section headings in this Agreement are for convenience of reference only, do not constitute a part of this Agreement, and shall not affect the construction or interpretation of any provision hereof.

Section 10.11 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as o