Contract analysis

I. Introduction and Background We write on behalf of our client, Calloway-Briggs Renewables Inc. (the "Company" or "CBR"), in connection with the ongoing negotiation of the Underwriting Agreement (the "Underwriting Agreement") to be entered into among CBR, Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder"), and the several underwriters named therein (the "Underwriters"), with Hargrove Keating & Co. (

II. Material Adverse Effect Definition and Carve-Outs We turn first to the definition of "Material Adverse Effect" (or "MAE"), which remains a central area of disagreement. Our comments are organized by reference to the specific carve-outs within the definition. A. Scope of the Baseline Definition The current draft of the Underwriting Agreement defines "Material Adverse Effect" as any event, change, occurrence, or de

III. Conditions to Closing We turn next to the conditions precedent to the Underwriters' obligations to purchase the Shares at closing. Calderwood & Harkness has several comments on these provisions, as described below. A. Bring-Down of Representations and Warranties The current draft of the Underwriting Agreement provides, as a condition to closing, that the representations and warranties of the Company and the Sell

1. CBR Holdings LLC (Delaware)

2. Calloway-Briggs Operating Company LLC (Delaware)

3. Solaris West Solar LLC (Arizona)

4. Red Mesa Wind Energy LLC (New Mexico)

5. Painted Rock Solar LLC (Arizona)

6. Pronghorn Wind LLC (Oklahoma)

7. Brazos Energy Storage LLC (Texas)

8. Mesquite Wind Holdings LLC (Texas)

9. Cimarron Solar Development LLC (New Mexico)

10. CBR Development Co. LLC (Delaware) Given the number of jurisdictions involved (Delaware, Texas, Oklahoma, Arizona, and New Mexico), Calderwood & Harkness requests that the good-standing certificates be dated no earlier than five (5) business days prior to the Closing Date. The current draft requires that good-standing certificates be dated no earlier than three (3) business days prior to the Closing Date, which i

IV. Termination and Force-Majeure Provisions The termination provisions of the Underwriting Agreement are another area of significant importance to the Company. Calderwood & Harkness's comments on these provisions are set forth below. A. Market-Out Termination Right The current draft permits the Representative to terminate the Underwriting Agreement prior to closing if "trading on the New York Stock Exchange or the N

V. Lock-Up Release Mechanics Calderwood & Harkness's comments on the lock-up provisions are set forth below. These comments address both the lock-up release mechanics in the body of the Underwriting Agreement and the form of Lock-Up Agreement to be executed by the individual lock-up parties. A. Early Release — Consent Standard The current draft provides that lock-up parties may be released from their lock-up obligati

VI. Other Residual Items In addition to the four principal topics addressed above, Calderwood & Harkness has the following comments on certain other residual provisions of the Underwriting Agreement. A. Indemnification — Scope and Procedures The parties are substantially agreed on the indemnification provisions of the Underwriting Agreement, and we do not propose to revisit the overall indemnification framework at th

VII. Conclusion and Next Steps Calderwood & Harkness is available to discuss the comments set forth in this letter at the working group's convenience. We suggest scheduling a call during the week of May 23, 2022, to work through any remaining open points and to reach agreement on the final form of the Underwriting Agreement. We are mindful that the SEC first-round comment response and Amendment No. 1 to the Registrat