Contract analysis

Section 1: Representations and Warranties of the Selling Stockholder 1.1 Organization and Good Standing. The Selling Stockholder hereby represents and warrants that Pinnacle Vista Capital Partners III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Selling Stockholder has all requisite limited partnership power and authority to own, leas

Section 2: FINRA Representations 2.1 No FINRA Restricted Person Affiliation. The Selling Stockholder hereby represents and warrants that neither the Selling Stockholder nor any of its affiliates (as defined in FINRA Rule 5130) is a "participating member" or an "associated person of a participating member" as those terms are defined in FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Off

Section 3: Lock-Up Acknowledgment The Selling Stockholder acknowledges and confirms that it has executed (or will execute prior to the commencement of the Offering) a Lock-Up Agreement in the form attached hereto (the "Lock-Up Agreement") providing for a lock-up period commencing on the date of the final Prospectus and continuing for a period of 180 days following such date (the "Lock-Up Period"). The Selling Stockho

Section 4: Tax Representations The Selling Stockholder hereby represents, warrants, and agrees as follows with respect to tax matters in connection with the Offering: (a) The Selling Stockholder has furnished, or will furnish prior to the closing of the Offering, its correct U.S. taxpayer identification number (Employer Identification Number) to the Company and its transfer agent. (b) The Selling Stockholder is not a

Section 5: Custody and Power of Attorney Confirmation (a) The Selling Stockholder confirms that it has delivered, or will deliver prior to the commencement of the Offering, share certificates (or evidence of book-entry positions with the Company's transfer agent, Camberwell Services Inc.) representing the Secondary Shares (6,818,182 shares of Common Stock) into the custody of Hargrove Keating & Co. pursuant to the te

Section 6: Registration Rights and Stockholders' Agreement Acknowledgments (a) The Selling Stockholder acknowledges and confirms that it is a party to that certain Registration Rights Agreement, dated as of March 15, 2017, among CBR and the Selling Stockholder (as amended, restated, supplemented, or otherwise modified from time to time, the "Registration Rights Agreement"), which provides, among other things, for: (i

Section 7: Ongoing Obligations (a) The Selling Stockholder agrees to promptly notify CBR (through Sandra Haverford, General Counsel & Corporate Secretary), the Representative (through Oliver Marchetti, Managing Director, Equity Capital Markets), and counsel to the Company and the Underwriters if, at any time from the date hereof through and including the date of the closing of the Offering (including the closing of a

Section 8: Indemnification The Selling Stockholder acknowledges and agrees that it will be subject to the indemnification and contribution provisions set forth in Article VII (or the equivalent provisions) of the Underwriting Agreement with respect to any losses, claims, damages, liabilities, or expenses (including reasonable attorneys' fees and expenses) arising out of or based upon any untrue statement or alleged u

Section 9: Governing Law This Representation Letter shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusiv

Section 10: Miscellaneous (a) Counterparts. This Representation Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission), 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 of this Representation Letter by facsimile or portab

1. Selling Stockholder Questionnaire (previously delivered)

2. Form of Lock-Up Agreement (executed or to be executed)

3. Power of Attorney (executed or to be executed)

4. Custody Agreement (executed or to be executed) cc: Jennifer Kwon, Calderwood & Harkness LLP cc: Margaret Yee, Prescott, Danforth & Yee LLP cc: Christine Navarro, Whitfield Archer & Doss LLP (counsel to Pinnacle Vista) cc: Priya Anand, SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc.