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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

DUE DILIGENCE REQUEST LIST — LITIGATION

Calloway-Briggs Renewables Inc. Proposed Initial Public Offering

C&H Matter No. 1015-00001

March 21, 2022

Prepared By: Brendan Walsh, Calderwood & Harkness LLP Reviewed By: Jennifer Kwon, Calderwood & Harkness LLP

To:

Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

From:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

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INTRODUCTORY INSTRUCTIONS

This Due Diligence Request List — Litigation (this "Request List") is issued in connection with the due diligence investigation being conducted by Calderwood & Harkness LLP ("C&H"), as issuer's counsel, on behalf of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the Company's proposed initial public offering of approximately $600,000,000 of common stock on the New York Stock Exchange (the "IPO"). The purpose of this Request List is to identify and collect all information and documentation relating to litigation, arbitration, administrative proceedings, governmental investigations, regulatory actions, and other actual or potential claims and contingencies involving the Company and its subsidiaries that may be material to the IPO and the related registration process.

Scope of Entities Covered. Unless otherwise specified, each request set forth herein applies to Calloway-Briggs Renewables Inc. and each of its direct and indirect subsidiaries, including without limitation the following entities (collectively, the "Company Entities"):

• CBR Holdings LLC

• Calloway-Briggs Operating Company LLC

• Solaris West Solar LLC

• Red Mesa Wind Energy LLC

• Painted Rock Solar LLC

• Pronghorn Wind LLC

• Brazos Energy Storage LLC

• Mesquite Wind Holdings LLC

• Cimarron Solar Development LLC

• CBR Development Co. LLC

If any Company Entity that should be included in the foregoing list has been inadvertently omitted, please advise C&H promptly so that this Request List may be supplemented accordingly.

Time Period Covered. Unless a different time period is expressly stated for a particular request, this Request List covers (a) all matters pending as of the date hereof, (b) all matters that have been concluded, settled, dismissed, or otherwise resolved within the last five (5) years (i.e., on or after March 21, 2017), and (c) all threatened matters known to the Company as of the date hereof.

Document Production and Data Room Protocol. All documents responsive to this Request List should be uploaded to the virtual data room established for the IPO transaction (the "Data Room") in the folder structure designated for litigation due diligence materials. Each uploaded document should be clearly labeled with a descriptive file name that references the applicable section number of this Request List (e.g., "1.1 — Smith v. CBR Holdings — Complaint — 2021.04.15.pdf"). Hard-copy originals of any responsive documents will be made available for in-person review by C&H upon reasonable request and advance notice.

Coordination of Responses. The Company is requested to coordinate all responses to this Request List through Sandra Haverford, General Counsel & Corporate Secretary of the Company. Ms. Haverford is asked to designate and identify to C&H the responsible person or persons within CBR (or at outside counsel) for each category of response, so that C&H may direct follow-up inquiries efficiently.

Relationship to Other Request Lists. This Request List supplements the Due Diligence Request List — Corporate / General and other workstream-specific request lists previously provided to the Company by C&H, including the Due Diligence Request List — Environmental (prepared in coordination with Greenridge Environmental Sciences LLC), the Due Diligence Request List — Tax (prepared in coordination with Leonard Cross of C&H), and the Due Diligence Request List — Insurance. To the extent that certain requests overlap with requests made in other workstream-specific request lists, the Company need not produce the same document more than once, provided that a cross-reference notation is included in the Data Room index directing reviewers to the location of the responsive document.

Use of Information. Information gathered in response to this Request List will inform, among other things: (a) disclosures in the registration statement on Form S-1, including the "Risk Factors," "Business," and "Legal Proceedings" sections thereof; (b) financial statement footnote disclosures prepared in accordance with ASC 450 (Contingencies) and other applicable accounting guidance; (c) the Company's responses to comments received from the staff of the Securities and Exchange Commission; and (d) C&H's negative-assurance (10b-5) letter to be delivered to the underwriters at the closing of the IPO. The completeness and accuracy of the Company's responses to this Request List are therefore of the utmost importance to the integrity of the registration process and the protection of all participants in the offering.

Responsible Persons. For each category of information requested below, the Company is asked to identify the individual or individuals within CBR (or at outside counsel, as applicable) who are primarily responsible for gathering and verifying the responsive information. This identification should be provided in writing to C&H concurrently with the initial document production.

SECTION I: PENDING LITIGATION

1.1 Civil Litigation

1.1.1. Please provide a comprehensive schedule of all pending civil actions, suits, or proceedings in any federal or state court in which any Company Entity is a party, whether as plaintiff, defendant, cross-defendant, counterclaimant, third-party defendant, intervenor, or in any other capacity. For each such matter, the schedule should include the following information:

(a) The full case name (including all named parties);

(b) The case number and docket number;

(d) The date on which the action was filed or commenced;

(e) A brief description of the nature of the claims asserted and the relief sought (including the amount of damages claimed, if specified);

(f) The identity of all parties to the action, including all plaintiffs, defendants, third-party defendants, intervenors, and any other parties, together with a brief description of the role of each Company Entity in the proceeding;

(g) The current procedural status of the action (e.g., pre-discovery, fact discovery, expert discovery, motion practice, pre-trial, trial date set, post-trial motions, appeal pending);

(h) The name and contact information of outside counsel representing the Company Entity in the action;

(i) Management's current estimated range of potential liability or exposure (expressed as a dollar range, if practicable, or as a qualitative assessment if a dollar range cannot reasonably be estimated);

(j) A description of the insurance coverage status for the action, including the identity of the carrier(s), the applicable policy number(s), the policy limits, and whether the carrier has issued a reservation-of-rights letter or has otherwise disputed coverage; and

(k) Any other information that the Company believes is material to an understanding of the nature, significance, or potential impact of the action.

1.1.2. For each pending civil action identified in response to Section 1.1.1 above, please provide copies of the following pleadings and court filings:

(a) The original complaint (and any amended complaints);

(b) The answer(s) filed by the Company Entity (and any amended answers);

(d) Any material motions and supporting briefs filed by any party, including without limitation motions to dismiss, motions for summary judgment, motions for preliminary injunction, motions for temporary restraining orders, motions to compel, and discovery-related motions;

(e) Any court orders, including orders granting or denying preliminary injunctions, temporary restraining orders, summary judgment, or motions to dismiss, and any scheduling orders, case management orders, or protective orders; and

(f) Any expert reports filed with the court or exchanged between the parties, to the extent such reports have been produced or disclosed.

1.2 Arbitration Proceedings

1.2.1. Please provide a comprehensive schedule of all pending arbitration proceedings in which any Company Entity is a party, whether as claimant, respondent, or in any other capacity. For each such proceeding, the schedule should include the following information:

(a) The names of all parties to the proceeding;

(b) The name of the administering body or institution (e.g., American Arbitration Association ("AAA"), JAMS, International Chamber of Commerce ("ICC"), or ad hoc arbitration);

(d) The date on which the demand for arbitration (or notice of arbitration) was filed or served;

(e) A brief description of the nature of the dispute and the claims asserted by each party;

(f) The total amount in controversy, as stated in the demand or as otherwise estimated by the Company;

(g) The identity of the arbitrator(s), if selected, and any scheduled hearing dates;

(h) The current procedural status of the proceeding (e.g., arbitrator selection, preliminary hearing, document exchange, evidentiary hearing scheduled, post-hearing briefing, award pending); and

(i) The name of outside counsel representing the Company Entity.

1.2.2. For each pending arbitration proceeding identified in response to Section 1.2.1 above, please provide copies of the following:

(a) The demand for arbitration (or notice of arbitration) and any response or counter-demand;

(b) Any interim or partial awards issued by the arbitrator(s); and

1.2.3. For each pending arbitration proceeding, please identify the contractual arbitration clause or agreement giving rise to such proceeding, including a cross-reference to the applicable material contract. In particular, please identify any arbitration clauses contained in power purchase agreements (PPAs), engineering, procurement, and construction (EPC) contracts, operations and maintenance (O&M) agreements, interconnection agreements, land leases, or equipment supply agreements to which any Company Entity is a party.

1.3 Administrative and Regulatory Proceedings

1.3.1. Please provide a comprehensive schedule of all pending administrative or regulatory proceedings involving any Company Entity before any federal, state, or local agency, commission, board, or other governmental body. Without limiting the generality of the foregoing, please include proceedings before or involving any of the following:

(a) The Federal Energy Regulatory Commission ("FERC");

(b) State public utility commissions, including the Public Utility Commission of Texas, the Oklahoma Corporation Commission, the Arizona Corporation Commission, the California Public Utilities Commission, and the New Mexico Public Regulation Commission;

(c) The North American Electric Reliability Corporation ("NERC") and any regional reliability organization, including compliance proceedings, investigations, or penalties;

(d) Environmental agencies at the federal and state level, including the United States Environmental Protection Agency ("EPA"), the Texas Commission on Environmental Quality, the Oklahoma Department of Environmental Quality, the Arizona Department of Environmental Quality, the California Department of Toxic Substances Control, and the New Mexico Environment Department;

(e) The Occupational Safety and Health Administration ("OSHA") and any corresponding state occupational safety and health agency;

(f) Any state attorney general's office, including the Texas Attorney General, the Oklahoma Attorney General, the Arizona Attorney General, the California Attorney General, and the New Mexico Attorney General;

(g) The Internal Revenue Service ("IRS") and any state or local taxing authority, including tax audits, assessments, or disputes; and

(h) Any other federal, state, or local agency, commission, or body before which any proceeding involving a Company Entity is pending.

1.3.2. For each pending administrative or regulatory proceeding identified in response to Section 1.3.1 above, please provide the following information:

(a) The name of the agency or body;

(b) The docket number, case number, or other identifying number assigned by the agency;

(d) The nature of the proceeding (e.g., enforcement action, formal complaint, informal complaint, rate case, compliance investigation, audit, rulemaking, licensing proceeding);

(e) A description of the relief sought or the potential penalties, fines, or sanctions at issue;

(f) The current procedural status of the proceeding; and

(g) The name of outside counsel or other representative handling the matter on behalf of the Company Entity.

1.3.3. For each pending administrative or regulatory proceeding, please provide copies of the following:

(a) Any complaints, petitions, or notices initiating the proceeding;

(b) Any notices of violation, notices of proposed penalty, citations, or similar documents issued by the agency;

(d) Any consent decrees, consent orders, assurances of voluntary compliance, or similar agreements;

(e) Any material correspondence between the Company Entity and the agency relating to the proceeding; and

(f) Any filings or submissions made by the Company Entity in connection with the proceeding.

1.4 intellectual Property Disputes

1.4.1. Please provide a schedule of any pending litigation, arbitration, administrative proceeding, or other formal or informal dispute involving the patents, trademarks, service marks, copyrights, trade secrets, domain names, or other intellectual property of any Company Entity, whether such Company Entity is a plaintiff, complainant, defendant, respondent, or other party. Without limiting the generality of the foregoing, please specifically address any disputes involving the Company's SCADA systems, proprietary monitoring software, and any other technology or software developed by or for the Company Entities in connection with the operation of their renewable energy projects.

1.4.2. Please provide copies of all cease-and-desist letters, infringement notices, or similar correspondence received by any Company Entity from any third party, and copies of all cease-and-desist letters or similar correspondence sent by any Company Entity to any third party, in each case within the last five (5) years and relating to intellectual property matters.

SECTION II: THREATENED LITIGATION AND CLAIMS

2.1 Demand Letters and Pre-Litigation Claims

2.1.1. Please provide copies of all demand letters, notices of claim, pre-litigation correspondence, or other written communications received by any Company Entity within the last three (3) years from any person or entity asserting or threatening any claim, action, or proceeding against any Company Entity, regardless of whether a formal action has been commenced. This request includes, without limitation, correspondence from opposing counsel, governmental agencies, customers, vendors, contractors, subcontractors, landowners, former employees, and members of the public.

2.1.2. Please provide copies of all demand letters, notices of claim, pre-litigation correspondence, or other written communications sent by any Company Entity within the last three (3) years to any person or entity asserting or threatening any claim, action, or proceeding by the Company Entity.

2.1.3. Please provide a schedule of all matters as to which any Company Entity has engaged outside counsel to evaluate, respond to, or advise with respect to potential claims, demands, or threatened litigation, even if no formal demand letter has been received and no formal action has been commenced. For each such matter, please identify the outside counsel retained, the date of the retention, and a brief description of the subject matter.

2.2 Threatened Regulatory or Governmental Actions

2.2.1. Please provide copies of any notices of potential enforcement action, warning letters, notices of investigation, notices of violation, subpoenas, civil investigative demands, informal requests for information, or similar communications received by any Company Entity within the last three (3) years from any governmental or regulatory body, including without limitation any of the following:

(a) The Securities and Exchange Commission ("SEC");

(b) The United States Department of Justice ("DOJ");

(d) The Internal Revenue Service ("IRS");

(e) The Federal Energy Regulatory Commission ("FERC");

(f) Any state public utility commission (including those in Texas, New Mexico, Arizona, California, and Oklahoma);

(g) Any state attorney general's office;

(h) Any environmental protection agency at the federal or state level (including the EPA and state-level counterparts); and

(i) The Occupational Safety and Health Administration ("OSHA") and any corresponding state agency.

2.2.2. For each communication identified in response to Section 2.2.1 above, please provide a description of the subject matter, the current status of any resulting investigation or proceeding, and copies of any responsive correspondence or submissions made by the Company Entity.

2.3 Whistleblower Complaints and Internal Investigations

2.3.1. Please provide a description of any whistleblower complaints (whether submitted internally through the Company's ethics hotline or compliance program, or submitted externally to any governmental or regulatory body, including without limitation the SEC, OSHA, the DOJ, or any state agency) received by or relating to any Company Entity within the last five (5) years. For each such complaint, please provide the date of the complaint, the general nature of the allegations, the identity of the person or persons who investigated the complaint (if known), and the disposition of the complaint.

2.3.2. Please provide a description of any internal investigations conducted by or on behalf of any Company Entity within the last five (5) years in response to allegations of fraud, accounting irregularities, financial misconduct, bribery, corruption, conflicts of interest, regulatory violations, safety violations, environmental violations, discrimination, harassment, or any other material concerns. For each such investigation, please identify whether the investigation was conducted by internal personnel, outside counsel, independent auditors, or another third party, and provide a summary of the scope, findings, and corrective actions taken.

2.3.3. Please provide copies of any reports, memoranda, presentations, or other documents summarizing the findings of any investigation described in response to Sections 2.3.1 or 2.3.2, to the extent that production of such documents would not result in a waiver of the attorney-client privilege or work-product protection. To the extent any responsive documents are withheld on privilege grounds, please include appropriate entries on the privilege log described in Section 10.1 below.

2.4 Insurance Claim Notices

2.4.1. Please provide copies of all notices of potential claim, notices of circumstances, or similar notifications submitted by any Company Entity to any insurance carrier within the last three (3) years under any insurance policy, including without limitation directors' and officers' liability (D&O) policies, general liability policies, property insurance policies, professional liability policies, environmental liability policies, umbrella and excess policies, and any other policy under which a claim notice has been submitted.

2.4.2. Please provide a description of any reservation-of-rights letters received by any Company Entity from any insurance carrier within the last three (3) years, together with copies of such letters. In addition, please provide a description of any declination letters or coverage denial letters received by any Company Entity from any insurance carrier within the same period, together with copies of such letters.

SECTION III: SETTLED, CONCLUDED, OR DISMISSED LITIGATION

3.1 Resolved Matters (Last Five Years)

3.1.1. Please provide a comprehensive schedule of all civil actions, arbitration proceedings, administrative proceedings, and governmental investigations involving any Company Entity that have been settled, concluded, dismissed, or otherwise resolved within the last five (5) years (i.e., on or after March 21, 2017). For each such matter, the schedule should include the following information:

(a) The full case name and the court, arbitration body, or governmental agency before which the matter was pending;

(b) A brief description of the nature of the claims asserted;

(d) The manner of resolution (e.g., settlement, consent judgment, voluntary dismissal, involuntary dismissal, summary judgment, judgment after trial, arbitration award, consent decree, or other); and

(e) A description of the material terms of the resolution, including the settlement amount paid or received (if applicable), any injunctive or equitable relief, any compliance undertakings or reporting obligations, and any other ongoing obligations of the Company Entity.

3.1.2. Please provide copies of all settlement agreements, consent orders, consent judgments, consent decrees, mutual releases, general releases, and any other agreements or documents memorializing the resolution of any matter identified in response to Section 3.1.1 above.

3.1.3. Please identify any confidentiality provisions contained in any settlement agreement or other resolution document that restrict or limit the Company Entity's ability to disclose the terms of the settlement or the existence of the underlying dispute. For each such provision, please provide the relevant contractual language and a brief assessment of the implications for disclosure in the registration statement.

3.2 Judgments and Awards

3.2.1. Please provide copies of all final judgments, arbitration awards (including interim and partial awards, to the extent not previously produced), and appellate decisions involving any Company Entity entered or issued within the last five (5) years.

3.2.2. For each judgment or award identified in response to Section 3.2.1, please provide a description of the current status of satisfaction or enforcement. Specifically, please indicate whether the judgment or award has been fully satisfied, whether any amount remains outstanding, whether any enforcement proceedings are pending or contemplated, and whether any appeal is pending or has been taken.

SECTION IV: GOVERNMENT INVESTIGATIONS AND ENFORCEMENT ACTIONS

4.1 Subpoenas and Civil Investigative Demands

4.1.1. Please provide copies of all subpoenas (including federal and state grand jury subpoenas, trial subpoenas, and deposition subpoenas), civil investigative demands ("CIDs"), and any other formal or informal requests for information, documents, or testimony received by any Company Entity within the last five (5) years from any governmental or regulatory body, including without limitation the DOJ, the SEC, the FTC, the IRS, FERC, NERC, any state attorney general's office, any state public utility commission, any environmental agency, or any other governmental entity.

4.1.2. For each subpoena, CID, or request for information identified in response to Section 4.1.1, please provide a description of the subject matter of the request, the date of receipt, the identity of the issuing body, the status of the Company Entity's response (including whether production has been completed), and copies of any substantive correspondence between the Company Entity and the issuing body concerning the scope or status of the request.

4.2 Search Warrants and Government Inspections

4.2.1. Please provide a description of any search warrants executed at any premises owned, leased, or operated by any Company Entity within the last five (5) years, including the date of execution, the identity of the executing agency, the location searched, and the general subject matter of the investigation to which the warrant related.

4.2.2. Please provide a description of any governmental inspections or audits conducted at any premises owned, leased, or operated by any Company Entity within the last five (5) years that resulted in material findings, citations, penalties, fines, or corrective action orders. Routine compliance inspections that did not result in any material findings, citations, or penalties may be excluded from this request; however, if there is any doubt as to the materiality of a particular inspection, please err on the side of inclusion and provide the relevant information to C&H for review.

4.3 Consent Decrees and Compliance Agreements

4.3.1. Please provide copies of any consent decrees, deferred prosecution agreements, non-prosecution agreements, plea agreements, compliance orders, administrative settlement agreements, compliance monitoring agreements, or similar arrangements entered into by any Company Entity with any governmental or regulatory body, regardless of date. This request is not limited to the five-year lookback period applicable to other sections of this Request List, and includes any such agreement that remains in effect or that imposes continuing obligations on any Company Entity.

4.3.2. For each agreement or arrangement identified in response to Section 4.3.1, please provide a description of the current compliance status, including whether the Company Entity is in full compliance with all terms and conditions, whether any reporting obligations remain outstanding, and whether any modifications or extensions have been requested or granted.

4.4 Environmental Enforcement

4.4.1. Please provide a schedule and copies of all environmental enforcement actions, notices of violation, cleanup orders, remediation directives, administrative orders, compliance orders, or similar documents issued to any Company Entity by any governmental or regulatory body, including without limitation the EPA, the Texas Commission on Environmental Quality, and the environmental agencies of the other states in which the Company Entities operate.

4.4.2. Without limiting the generality of the foregoing, please provide all such documents relating to any Company Entity project site, including project sites located in:

(a) Pecos County, Texas (Solaris West Solar);

(b) Custer County, Oklahoma (Red Mesa Wind);

(d) Nolan County, Texas (Pronghorn Wind);

(e) Fort Bend County, Texas (Brazos Energy Storage);

(f) Oldham County, Texas (Mesquite Wind);

(g) Doña Ana County, New Mexico (Cimarron Solar);

(h) Irion County, Texas (Silverleaf Wind — development stage); and

(i) Riverside County, California (Copper Basin Solar + Storage — development stage).

4.4.3. Please describe the status of any ongoing environmental remediation obligations of any Company Entity, including the nature and extent of contamination (if any), the remedial measures undertaken or planned, the estimated cost of remediation, and the regulatory framework governing the remediation.

4.4.4. Please cross-reference the responses to this Section 4.4 to the due diligence findings and reports of Greenridge Environmental Sciences LLC (Dr. Nadine Torres), to the extent such findings and reports address environmental enforcement matters, remediation obligations, or compliance issues at any Company Entity project site.

SECTION V: OFFICERS, DIRECTORS, AND KEY EMPLOYEES

5.1 Personal Litigation of Directors and Officers

5.1.1. Please provide a schedule of any pending or threatened litigation, arbitration proceeding, regulatory proceeding, or governmental investigation involving any current or former director or officer of any Company Entity, in their capacity as a director or officer of a Company Entity, or that may otherwise relate to, arise out of, or affect the business, operations, or financial condition of the Company Entities. This request applies to the following individuals, and to any other current or former director or officer not listed below who is the subject of any such matter:

Directors:

(a) Garrett Calloway, Co-Founder and Chairman of the Board;

(b) Elaine Briggs, Co-Founder and Director;

(d) Diane Kovac, Director;

(e) Warren Okoro, Independent Director;

(f) Catherine Liang, Independent Director; and

(g) Richard Estavez, Independent Director.

Named Executive Officers:

(h) Marcus Yoon, Chief Financial Officer;

(i) Sandra Haverford, General Counsel & Corporate Secretary;

(j) Dale Renfroe, Chief Operating Officer;

(k) Priya Anand, Senior Vice President, Finance & Treasurer;

(l) Tomás Quintero, Senior Vice President, Project Development; and

(m) Rachel Whitmore, Chief People Officer.

5.1.2. Please provide a description of any indemnification claims made by any current or former director or officer of any Company Entity under the Company's certificate of incorporation, bylaws, limited liability company agreements, or indemnification agreements, including the date of the claim, the identity of the claimant, the underlying matter giving rise to the indemnification claim, and the current status and amount of the indemnification obligation.

5.2 SEC, FINRA, or SRO Actions Involving Affiliates

5.2.1. Please provide a description of any current or former investigation, proceeding, enforcement action, or sanction by the Securities and Exchange Commission, the Financial Industry Regulatory Authority ("FINRA"), or any other self-regulatory organization involving any current or former director, officer, or holder of more than 5% of the Company's equity securities, including without limitation:

(a) Pinnacle Vista Capital Partners III, LP and its general partner, managing member, and affiliates;

(b) Hugh Pemberton (in any capacity); and

5.2.2. For each matter identified in response to Section 5.2.1, please provide a description of the nature of the investigation, proceeding, or sanction, the date initiated, the current status, and any resolution or disposition.

SECTION VI: MATERIAL CLAIMS AND CONTINGENCIES

6.1 Contractual Disputes

6.1.1. Please provide a description of any material disputes (whether or not formally litigated, arbitrated, or the subject of any formal proceeding) arising under or in connection with any contract or agreement to which any Company Entity is a party, including without limitation disputes arising under any of the following categories of agreements:

(a) Power purchase agreements (PPAs), including disputes relating to pricing, curtailment, performance guarantees, force majeure, or termination;

(b) Engineering, procurement, and construction (EPC) contracts, including disputes relating to project delays, cost overruns, defects, warranties, liquidated damages, or change orders;

(c) Operations and maintenance (O&M) agreements, including disputes relating to performance standards, availability guarantees, maintenance obligations, or service levels;

(d) Interconnection agreements, including disputes relating to interconnection costs, upgrade obligations, curtailment, or scheduling;

(e) Land leases and surface-use agreements, including disputes relating to rent, access, environmental conditions, or restoration obligations;

(f) Equipment supply or warranty agreements, including disputes relating to defective equipment, delivery delays, warranty claims, or indemnification;

(g) Tax-equity partnership agreements, including the Solaris West tax-equity partnership with Veltara Basin Financial LLC (approximately $280,000,000 invested), including disputes relating to capital contributions, tax credit allocations, indemnification obligations, flip mechanics, or compliance with partnership terms;

(h) Credit agreements and financing arrangements, including the Company's credit facilities with Veltrano National Bank and Prairie Commercial Bank, N.A., including disputes relating to covenant compliance, events of default, collateral, or draw conditions; and

(i) Any other category of agreement giving rise to a material dispute.

6.1.2. For each dispute identified in response to Section 6.1.1, please provide a description of the underlying agreement, the nature of the dispute, the parties involved, the amount at issue, and the current status of the dispute (including any resolution efforts).

6.2 Insurance Claims

6.2.1. Please provide a schedule of all insurance claims filed by any Company Entity within the last five (5) years, excluding workers' compensation claims with an individual value below $100,000. For each claim, please provide the following information:

(a) The type of insurance policy under which the claim was filed (e.g., builder's risk, property, general liability, D&O, environmental liability);

(b) The name of the carrier and the policy number;

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST — LITIGATION
Calloway-Briggs Renewables Inc. Proposed Initial Public Offering
C&H Matter No. 1015-00001
March 21, 2022
Prepared By: Brendan Walsh, Calderwood & Harkness LLP Reviewed By: Jennifer Kwon, Calderwood & Harkness LLP
To:
Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
From:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Right-click to update Table of Contents
INTRODUCTORY INSTRUCTIONS
This Due Diligence Request List — Litigation (this "Request List") is issued in connection with the due diligence investigation being conducted by Calderwood & Harkness LLP ("C&H"), as issuer's counsel, on behalf of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the Company's proposed initial public offering of approximately $600,000,000 of common stock on the New York Stock Exchange (the "IPO"). The purpose of this Request List is to identify and collect all information and documentation relating to litigation, arbitration, administrative proceedings, governmental investigations, regulatory actions, and other actual or potential claims and contingencies involving the Company and its subsidiaries that may be material to the IPO and the related registration process.
Scope of Entities Covered. Unless otherwise specified, each request set forth herein applies to Calloway-Briggs Renewables Inc. and each of its direct and indirect subsidiaries, including without limitation the following entities (collectively, the "Company Entities"):
•  CBR Holdings LLC
•  Calloway-Briggs Operating Company LLC
•  Solaris West Solar LLC
•  Red Mesa Wind Energy LLC
•  Painted Rock Solar LLC
•  Pronghorn Wind LLC
•  Brazos Energy Storage LLC
•  Mesquite Wind Holdings LLC
•  Cimarron Solar Development LLC
•  CBR Development Co. LLC
If any Company Entity that should be included in the foregoing list has been inadvertently omitted, please advise C&H promptly so that this Request List may be supplemented accordingly.
Time Period Covered. Unless a different time period is expressly stated for a particular request, this Request List covers (a) all matters pending as of the date hereof, (b) all matters that have been concluded, settled, dismissed, or otherwise resolved within the last five (5) years (i.e., on or after March 21, 2017), and (c) all threatened matters known to the Company as of the date hereof.
Document Production and Data Room Protocol. All documents responsive to this Request List should be uploaded to the virtual data room established for the IPO transaction (the "Data Room") in the folder structure designated for litigation due diligence materials. Each uploaded document should be clearly labeled with a descriptive file name that references the applicable section number of this Request List (e.g., "1.1 — Smith v. CBR Holdings — Complaint — 2021.04.15.pdf"). Hard-copy originals of any responsive documents will be made available for in-person review by C&H upon reasonable request and advance notice.
Coordination of Responses. The Company is requested to coordinate all responses to this Request List through Sandra Haverford, General Counsel & Corporate Secretary of the Company. Ms. Haverford is asked to designate and identify to C&H the responsible person or persons within CBR (or at outside counsel) for each category of response, so that C&H may direct follow-up inquiries efficiently.
Relationship to Other Request Lists. This Request List supplements the Due Diligence Request List — Corporate / General and other workstream-specific request lists previously provided to the Company by C&H, including the Due Diligence Request List — Environmental (prepared in coordination with Greenridge Environmental Sciences LLC), the Due Diligence Request List — Tax (prepared in coordination with Leonard Cross of C&H), and the Due Diligence Request List — Insurance. To the extent that certain requests overlap with requests made in other workstream-specific request lists, the Company need not produce the same document more than once, provided that a cross-reference notation is included in the Data Room index directing reviewers to the location of the responsive document.
Use of Information. Information gathered in response to this Request List will inform, among other things: (a) disclosures in the registration statement on Form S-1, including the "Risk Factors," "Business," and "Legal Proceedings" sections thereof; (b) financial statement footnote disclosures prepared in accordance with ASC 450 (Contingencies) and other applicable accounting guidance; (c) the Company's responses to comments received from the staff of the Securities and Exchange Commission; and (d) C&H's negative-assurance (10b-5) letter to be delivered to the underwriters at the closing of the IPO. The completeness and accuracy of the Company's responses to this Request List are therefore of the utmost importance to the integrity of the registration process and the protection of all participants in the offering.
Responsible Persons. For each category of information requested below, the Company is asked to identify the individual or individuals within CBR (or at outside counsel, as applicable) who are primarily responsible for gathering and verifying the responsive information. This identification should be provided in writing to C&H concurrently with the initial document production.
SECTION I: PENDING LITIGATION
1.1 Civil Litigation
1.1.1. Please provide a comprehensive schedule of all pending civil actions, suits, or proceedings in any federal or state court in which any Company Entity is a party, whether as plaintiff, defendant, cross-defendant, counterclaimant, third-party defendant, intervenor, or in any other capacity. For each such matter, the schedule should include the following information:
(a) The full case name (including all named parties);
(b) The case number and docket number;
(c) The name of the court in which the action is pending and the jurisdiction (including the county or district);
(d) The date on which the action was filed or commenced;
(e) A brief description of the nature of the claims asserted and the relief sought (including the amount of damages claimed, if specified);
(f) The identity of all parties to the action, including all plaintiffs, defendants, third-party defendants, intervenors, and any other parties, together with a brief description of the role of each Company Entity in the proceeding;
(g) The current procedural status of the action (e.g., pre-discovery, fact discovery, expert discovery, motion practice, pre-trial, trial date set, post-trial motions, appeal pending);
(h) The name and contact information of outside counsel representing the Company Entity in the action;
(i) Management's current estimated range of potential liability or exposure (expressed as a dollar range, if practicable, or as a qualitative assessment if a dollar range cannot reasonably be estimated);
(j) A description of the insurance coverage status for the action, including the identity of the carrier(s), the applicable policy number(s), the policy limits, and whether the carrier has issued a reservation-of-rights letter or has otherwise disputed coverage; and
(k) Any other information that the Company believes is material to an understanding of the nature, significance, or potential impact of the action.
1.1.2. For each pending civil action identified in response to Section 1.1.1 above, please provide copies of the following pleadings and court filings:
(a) The original complaint (and any amended complaints);
(b) The answer(s) filed by the Company Entity (and any amended answers);
(c) Any counterclaims, cross-claims, and third-party complaints filed by or against any Company Entity;
(d) Any material motions and supporting briefs filed by any party, including without limitation motions to dismiss, motions for summary judgment, motions for preliminary injunction, motions for temporary restraining orders, motions to compel, and discovery-related motions;
(e) Any court orders, including orders granting or denying preliminary injunctions, temporary restraining orders, summary judgment, or motions to dismiss, and any scheduling orders, case management orders, or protective orders; and
(f) Any expert reports filed with the court or exchanged between the parties, to the extent such reports have been produced or disclosed.
1.2 Arbitration Proceedings
1.2.1. Please provide a comprehensive schedule of all pending arbitration proceedings in which any Company Entity is a party, whether as claimant, respondent, or in any other capacity. For each such proceeding, the schedule should include the following information:
(a) The names of all parties to the proceeding;
(b) The name of the administering body or institution (e.g., American Arbitration Association ("AAA"), JAMS, International Chamber of Commerce ("ICC"), or ad hoc arbitration);
(c) The case or reference number assigned by the administering body, if applicable;
(d) The date on which the demand for arbitration (or notice of arbitration) was filed or served;
(e) A brief description of the nature of the dispute and the claims asserted by each party;
(f) The total amount in controversy, as stated in the demand or as otherwise estimated by the Company;
(g) The identity of the arbitrator(s), if selected, and any scheduled hearing dates;
(h) The current procedural status of the proceeding (e.g., arbitrator selection, preliminary hearing, document exchange, evidentiary hearing scheduled, post-hearing briefing, award pending); and
(i) The name of outside counsel representing the Company Entity.
1.2.2. For each pending arbitration proceeding identified in response to Section 1.2.1 above, please provide copies of the following:
(a) The demand for arbitration (or notice of arbitration) and any response or counter-demand;
(b) Any interim or partial awards issued by the arbitrator(s); and
(c) Any procedural orders or scheduling orders issued by the arbitrator(s) or administering body.
1.2.3. For each pending arbitration proceeding, please identify the contractual arbitration clause or agreement giving rise to such proceeding, including a cross-reference to the applicable material contract. In particular, please identify any arbitration clauses contained in power purchase agreements (PPAs), engineering, procurement, and construction (EPC) contracts, operations and maintenance (O&M) agreements, interconnection agreements, land leases, or equipment supply agreements to which any Company Entity is a party.
1.3 Administrative and Regulatory Proceedings
1.3.1. Please provide a comprehensive schedule of all pending administrative or regulatory proceedings involving any Company Entity before any federal, state, or local agency, commission, board, or other governmental body. Without limiting the generality of the foregoing, please include proceedings before or involving any of the following:
(a) The Federal Energy Regulatory Commission ("FERC");
(b) State public utility commissions, including the Public Utility Commission of Texas, the Oklahoma Corporation Commission, the Arizona Corporation Commission, the California Public Utilities Commission, and the New Mexico Public Regulation Commission;
(c) The North American Electric Reliability Corporation ("NERC") and any regional reliability organization, including compliance proceedings, investigations, or penalties;
(d) Environmental agencies at the federal and state level, including the United States Environmental Protection Agency ("EPA"), the Texas Commission on Environmental Quality, the Oklahoma Department of Environmental Quality, the Arizona Department of Environmental Quality, the California Department of Toxic Substances Control, and the New Mexico Environment Department;
(e) The Occupational Safety and Health Administration ("OSHA") and any corresponding state occupational safety and health agency;
(f) Any state attorney general's office, including the Texas Attorney General, the Oklahoma Attorney General, the Arizona Attorney General, the California Attorney General, and the New Mexico Attorney General;
(g) The Internal Revenue Service ("IRS") and any state or local taxing authority, including tax audits, assessments, or disputes; and
(h) Any other federal, state, or local agency, commission, or body before which any proceeding involving a Company Entity is pending.
1.3.2. For each pending administrative or regulatory proceeding identified in response to Section 1.3.1 above, please provide the following information:
(a) The name of the agency or body;
(b) The docket number, case number, or other identifying number assigned by the agency;
(c) The date on which the proceeding was initiated;
(d) The nature of the proceeding (e.g., enforcement action, formal complaint, informal complaint, rate case, compliance investigation, audit, rulemaking, licensing proceeding);
(e) A description of the relief sought or the potential penalties, fines, or sanctions at issue;
(f) The current procedural status of the proceeding; and
(g) The name of outside counsel or other representative handling the matter on behalf of the Company Entity.
1.3.3. For each pending administrative or regulatory proceeding, please provide copies of the following:
(a) Any complaints, petitions, or notices initiating the proceeding;
(b) Any notices of violation, notices of proposed penalty, citations, or similar documents issued by the agency;
(c) Any orders (whether preliminary, interim, or final) issued by the agency;
(d) Any consent decrees, consent orders, assurances of voluntary compliance, or similar agreements;
(e) Any material correspondence between the Company Entity and the agency relating to the proceeding; and
(f) Any filings or submissions made by the Company Entity in connection with the proceeding.
1.4 intellectual Property Disputes
1.4.1. Please provide a schedule of any pending litigation, arbitration, administrative proceeding, or other formal or informal dispute involving the patents, trademarks, service marks, copyrights, trade secrets, domain names, or other intellectual property of any Company Entity, whether such Company Entity is a plaintiff, complainant, defendant, respondent, or other party. Without limiting the generality of the foregoing, please specifically address any disputes involving the Company's SCADA systems, proprietary monitoring software, and any other technology or software developed by or for the Company Entities in connection with the operation of their renewable energy projects.
1.4.2. Please provide copies of all cease-and-desist letters, infringement notices, or similar correspondence received by any Company Entity from any third party, and copies of all cease-and-desist letters or similar correspondence sent by any Company Entity to any third party, in each case within the last five (5) years and relating to intellectual property matters.
SECTION II: THREATENED LITIGATION AND CLAIMS
2.1 Demand Letters and Pre-Litigation Claims
2.1.1. Please provide copies of all demand letters, notices of claim, pre-litigation correspondence, or other written communications received by any Company Entity within the last three (3) years from any person or entity asserting or threatening any claim, action, or proceeding against any Company Entity, regardless of whether a formal action has been commenced. This request includes, without limitation, correspondence from opposing counsel, governmental agencies, customers, vendors, contractors, subcontractors, landowners, former employees, and members of the public.
2.1.2. Please provide copies of all demand letters, notices of claim, pre-litigation correspondence, or other written communications sent by any Company Entity within the last three (3) years to any person or entity asserting or threatening any claim, action, or proceeding by the Company Entity.
2.1.3. Please provide a schedule of all matters as to which any Company Entity has engaged outside counsel to evaluate, respond to, or advise with respect to potential claims, demands, or threatened litigation, even if no formal demand letter has been received and no formal action has been commenced. For each such matter, please identify the outside counsel retained, the date of the retention, and a brief description of the subject matter.
2.2 Threatened Regulatory or Governmental Actions
2.2.1. Please provide copies of any notices of potential enforcement action, warning letters, notices of investigation, notices of violation, subpoenas, civil investigative demands, informal requests for information, or similar communications received by any Company Entity within the last three (3) years from any governmental or regulatory body, including without limitation any of the following:
(a) The Securities and Exchange Commission ("SEC");
(b) The United States Department of Justice ("DOJ");
(c) The Federal Trade Commission ("FTC");
(d) The Internal Revenue Service ("IRS");
(e) The Federal Energy Regulatory Commission ("FERC");
(f) Any state public utility commission (including those in Texas, New Mexico, Arizona, California, and Oklahoma);
(g) Any state attorney general's office;
(h) Any environmental protection agency at the federal or state level (including the EPA and state-level counterparts); and
(i) The Occupational Safety and Health Administration ("OSHA") and any corresponding state agency.
2.2.2. For each communication identified in response to Section 2.2.1 above, please provide a description of the subject matter, the current status of any resulting investigation or proceeding, and copies of any responsive correspondence or submissions made by the Company Entity.
2.3 Whistleblower Complaints and Internal Investigations
2.3.1. Please provide a description of any whistleblower complaints (whether submitted internally through the Company's ethics hotline or compliance program, or submitted externally to any governmental or regulatory body, including without limitation the SEC, OSHA, the DOJ, or any state agency) received by or relating to any Company Entity within the last five (5) years. For each such complaint, please provide the date of the complaint, the general nature of the allegations, the identity of the person or persons who investigated the complaint (if known), and the disposition of the complaint.
2.3.2. Please provide a description of any internal investigations conducted by or on behalf of any Company Entity within the last five (5) years in response to allegations of fraud, accounting irregularities, financial misconduct, bribery, corruption, conflicts of interest, regulatory violations, safety violations, environmental violations, discrimination, harassment, or any other material concerns. For each such investigation, please identify whether the investigation was conducted by internal personnel, outside counsel, independent auditors, or another third party, and provide a summary of the scope, findings, and corrective actions taken.
2.3.3. Please provide copies of any reports, memoranda, presentations, or other documents summarizing the findings of any investigation described in response to Sections 2.3.1 or 2.3.2, to the extent that production of such documents would not result in a waiver of the attorney-client privilege or work-product protection. To the extent any responsive documents are withheld on privilege grounds, please include appropriate entries on the privilege log described in Section 10.1 below.
2.4 Insurance Claim Notices
2.4.1. Please provide copies of all notices of potential claim, notices of circumstances, or similar notifications submitted by any Company Entity to any insurance carrier within the last three (3) years under any insurance policy, including without limitation directors' and officers' liability (D&O) policies, general liability policies, property insurance policies, professional liability policies, environmental liability policies, umbrella and excess policies, and any other policy under which a claim notice has been submitted.
2.4.2. Please provide a description of any reservation-of-rights letters received by any Company Entity from any insurance carrier within the last three (3) years, together with copies of such letters. In addition, please provide a description of any declination letters or coverage denial letters received by any Company Entity from any insurance carrier within the same period, together with copies of such letters.
SECTION III: SETTLED, CONCLUDED, OR DISMISSED LITIGATION
3.1 Resolved Matters (Last Five Years)
3.1.1. Please provide a comprehensive schedule of all civil actions, arbitration proceedings, administrative proceedings, and governmental investigations involving any Company Entity that have been settled, concluded, dismissed, or otherwise resolved within the last five (5) years (i.e., on or after March 21, 2017). For each such matter, the schedule should include the following information:
(a) The full case name and the court, arbitration body, or governmental agency before which the matter was pending;
(b) A brief description of the nature of the claims asserted;
(c) The date on which the matter was resolved;
(d) The manner of resolution (e.g., settlement, consent judgment, voluntary dismissal, involuntary dismissal, summary judgment, judgment after trial, arbitration award, consent decree, or other); and
(e) A description of the material terms of the resolution, including the settlement amount paid or received (if applicable), any injunctive or equitable relief, any compliance undertakings or reporting obligations, and any other ongoing obligations of the Company Entity.
3.1.2. Please provide copies of all settlement agreements, consent orders, consent judgments, consent decrees, mutual releases, general releases, and any other agreements or documents memorializing the resolution of any matter identified in response to Section 3.1.1 above.
3.1.3. Please identify any confidentiality provisions contained in any settlement agreement or other resolution document that restrict or limit the Company Entity's ability to disclose the terms of the settlement or the existence of the underlying dispute. For each such provision, please provide the relevant contractual language and a brief assessment of the implications for disclosure in the registration statement.
3.2 Judgments and Awards
3.2.1. Please provide copies of all final judgments, arbitration awards (including interim and partial awards, to the extent not previously produced), and appellate decisions involving any Company Entity entered or issued within the last five (5) years.
3.2.2. For each judgment or award identified in response to Section 3.2.1, please provide a description of the current status of satisfaction or enforcement. Specifically, please indicate whether the judgment or award has been fully satisfied, whether any amount remains outstanding, whether any enforcement proceedings are pending or contemplated, and whether any appeal is pending or has been taken.
SECTION IV: GOVERNMENT INVESTIGATIONS AND ENFORCEMENT ACTIONS
4.1 Subpoenas and Civil Investigative Demands
4.1.1. Please provide copies of all subpoenas (including federal and state grand jury subpoenas, trial subpoenas, and deposition subpoenas), civil investigative demands ("CIDs"), and any other formal or informal requests for information, documents, or testimony received by any Company Entity within the last five (5) years from any governmental or regulatory body, including without limitation the DOJ, the SEC, the FTC, the IRS, FERC, NERC, any state attorney general's office, any state public utility commission, any environmental agency, or any other governmental entity.
4.1.2. For each subpoena, CID, or request for information identified in response to Section 4.1.1, please provide a description of the subject matter of the request, the date of receipt, the identity of the issuing body, the status of the Company Entity's response (including whether production has been completed), and copies of any substantive correspondence between the Company Entity and the issuing body concerning the scope or status of the request.
4.2 Search Warrants and Government Inspections
4.2.1. Please provide a description of any search warrants executed at any premises owned, leased, or operated by any Company Entity within the last five (5) years, including the date of execution, the identity of the executing agency, the location searched, and the general subject matter of the investigation to which the warrant related.
4.2.2. Please provide a description of any governmental inspections or audits conducted at any premises owned, leased, or operated by any Company Entity within the last five (5) years that resulted in material findings, citations, penalties, fines, or corrective action orders. Routine compliance inspections that did not result in any material findings, citations, or penalties may be excluded from this request; however, if there is any doubt as to the materiality of a particular inspection, please err on the side of inclusion and provide the relevant information to C&H for review.
4.3 Consent Decrees and Compliance Agreements
4.3.1. Please provide copies of any consent decrees, deferred prosecution agreements, non-prosecution agreements, plea agreements, compliance orders, administrative settlement agreements, compliance monitoring agreements, or similar arrangements entered into by any Company Entity with any governmental or regulatory body, regardless of date. This request is not limited to the five-year lookback period applicable to other sections of this Request List, and includes any such agreement that remains in effect or that imposes continuing obligations on any Company Entity.
4.3.2. For each agreement or arrangement identified in response to Section 4.3.1, please provide a description of the current compliance status, including whether the Company Entity is in full compliance with all terms and conditions, whether any reporting obligations remain outstanding, and whether any modifications or extensions have been requested or granted.
4.4 Environmental Enforcement
4.4.1. Please provide a schedule and copies of all environmental enforcement actions, notices of violation, cleanup orders, remediation directives, administrative orders, compliance orders, or similar documents issued to any Company Entity by any governmental or regulatory body, including without limitation the EPA, the Texas Commission on Environmental Quality, and the environmental agencies of the other states in which the Company Entities operate.
4.4.2. Without limiting the generality of the foregoing, please provide all such documents relating to any Company Entity project site, including project sites located in:
(a) Pecos County, Texas (Solaris West Solar);
(b) Custer County, Oklahoma (Red Mesa Wind);
(c) Maricopa County, Arizona (Painted Rock Solar);
(d) Nolan County, Texas (Pronghorn Wind);
(e) Fort Bend County, Texas (Brazos Energy Storage);
(f) Oldham County, Texas (Mesquite Wind);
(g) Doña Ana County, New Mexico (Cimarron Solar);
(h) Irion County, Texas (Silverleaf Wind — development stage); and
(i) Riverside County, California (Copper Basin Solar + Storage — development stage).
4.4.3. Please describe the status of any ongoing environmental remediation obligations of any Company Entity, including the nature and extent of contamination (if any), the remedial measures undertaken or planned, the estimated cost of remediation, and the regulatory framework governing the remediation.
4.4.4. Please cross-reference the responses to this Section 4.4 to the due diligence findings and reports of Greenridge Environmental Sciences LLC (Dr. Nadine Torres), to the extent such findings and reports address environmental enforcement matters, remediation obligations, or compliance issues at any Company Entity project site.
SECTION V: OFFICERS, DIRECTORS, AND KEY EMPLOYEES
5.1 Personal Litigation of Directors and Officers
5.1.1. Please provide a schedule of any pending or threatened litigation, arbitration proceeding, regulatory proceeding, or governmental investigation involving any current or former director or officer of any Company Entity, in their capacity as a director or officer of a Company Entity, or that may otherwise relate to, arise out of, or affect the business, operations, or financial condition of the Company Entities. This request applies to the following individuals, and to any other current or former director or officer not listed below who is the subject of any such matter:
Directors:
(a) Garrett Calloway, Co-Founder and Chairman of the Board;
(b) Elaine Briggs, Co-Founder and Director;
(c) Hugh Pemberton, Director (designee of Pinnacle Vista Capital Partners III, LP);
(d) Diane Kovac, Director;
(e) Warren Okoro, Independent Director;
(f) Catherine Liang, Independent Director; and
(g) Richard Estavez, Independent Director.
Named Executive Officers:
(h) Marcus Yoon, Chief Financial Officer;
(i) Sandra Haverford, General Counsel & Corporate Secretary;
(j) Dale Renfroe, Chief Operating Officer;
(k) Priya Anand, Senior Vice President, Finance & Treasurer;
(l) Tomás Quintero, Senior Vice President, Project Development; and
(m) Rachel Whitmore, Chief People Officer.
5.1.2. Please provide a description of any indemnification claims made by any current or former director or officer of any Company Entity under the Company's certificate of incorporation, bylaws, limited liability company agreements, or indemnification agreements, including the date of the claim, the identity of the claimant, the underlying matter giving rise to the indemnification claim, and the current status and amount of the indemnification obligation.
5.2 SEC, FINRA, or SRO Actions Involving Affiliates
5.2.1. Please provide a description of any current or former investigation, proceeding, enforcement action, or sanction by the Securities and Exchange Commission, the Financial Industry Regulatory Authority ("FINRA"), or any other self-regulatory organization involving any current or former director, officer, or holder of more than 5% of the Company's equity securities, including without limitation:
(a) Pinnacle Vista Capital Partners III, LP and its general partner, managing member, and affiliates;
(b) Hugh Pemberton (in any capacity); and
(c) Diane Kovac (in any capacity).
5.2.2. For each matter identified in response to Section 5.2.1, please provide a description of the nature of the investigation, proceeding, or sanction, the date initiated, the current status, and any resolution or disposition.
SECTION VI: MATERIAL CLAIMS AND CONTINGENCIES
6.1 Contractual Disputes
6.1.1. Please provide a description of any material disputes (whether or not formally litigated, arbitrated, or the subject of any formal proceeding) arising under or in connection with any contract or agreement to which any Company Entity is a party, including without limitation disputes arising under any of the following categories of agreements:
(a) Power purchase agreements (PPAs), including disputes relating to pricing, curtailment, performance guarantees, force majeure, or termination;
(b) Engineering, procurement, and construction (EPC) contracts, including disputes relating to project delays, cost overruns, defects, warranties, liquidated damages, or change orders;
(c) Operations and maintenance (O&M) agreements, including disputes relating to performance standards, availability guarantees, maintenance obligations, or service levels;
(d) Interconnection agreements, including disputes relating to interconnection costs, upgrade obligations, curtailment, or scheduling;
(e) Land leases and surface-use agreements, including disputes relating to rent, access, environmental conditions, or restoration obligations;
(f) Equipment supply or warranty agreements, including disputes relating to defective equipment, delivery delays, warranty claims, or indemnification;
(g) Tax-equity partnership agreements, including the Solaris West tax-equity partnership with Veltara Basin Financial LLC (approximately $280,000,000 invested), including disputes relating to capital contributions, tax credit allocations, indemnification obligations, flip mechanics, or compliance with partnership terms;
(h) Credit agreements and financing arrangements, including the Company's credit facilities with Veltrano National Bank and Prairie Commercial Bank, N.A., including disputes relating to covenant compliance, events of default, collateral, or draw conditions; and
(i) Any other category of agreement giving rise to a material dispute.
6.1.2. For each dispute identified in response to Section 6.1.1, please provide a description of the underlying agreement, the nature of the dispute, the parties involved, the amount at issue, and the current status of the dispute (including any resolution efforts).
6.2 Insurance Claims
6.2.1. Please provide a schedule of all insurance claims filed by any Company Entity within the last five (5) years, excluding workers' compensation claims with an individual value below $100,000. For each claim, please provide the following information:
(a) The type of insurance policy under which the claim was filed (e.g., builder's risk, property, general liability, D&O, environmental liability);
(b) The name of the carrier and the policy number;
(c) The date of the underlying loss or occurrence;
(d) The date the claim was filed;
(e) A brief description of the claim;
(f) The amount claimed and the amount paid or reserved by the carrier; and
(g) The current status and disposition of the claim.
6.2.2. Without limiting the generality of the foregoing, please specifically identify and describe:
(a) Builder's risk claims related to the Mesquite Wind and Cimarron Solar projects;
(b) Property damage claims at any Company Entity project site;
(c) General liability claims;
(d) D&O claims under the Company's directors' and officers' liability policy with Meridian National Assurance Company (Policy No. DNO-22-048871); and
(e) Environmental liability claims.
6.3 Product Liability and Personal Injury
6.3.1. Please provide a schedule of any product liability, personal injury, or wrongful death claims or actions involving any Company Entity or any project site owned or operated by any Company Entity, whether pending, threatened, or resolved within the last five (5) years.
6.3.2. Please provide a description of any fatalities or serious injuries (defined as injuries requiring hospitalization or resulting in permanent disability) occurring at any Company Entity project site within the last five (5) years. For each such incident, please provide the date, location, a description of the incident, the identity of the injured person and their employer, any OSHA investigation or citation, and the current status of any related claim or proceeding.
6.4 Employment-Related Claims
6.4.1. Please provide a schedule of all pending or threatened employment-related claims, charges, complaints, or proceedings involving any Company Entity, including without limitation the following:
(a) Charges of discrimination filed with the Equal Employment Opportunity Commission ("EEOC") or any state or local fair employment practices agency;
(b) Wrongful termination claims;
(c) Wage and hour disputes, including claims under the Fair Labor Standards Act ("FLSA") or any state wage and hour law, and including any collective actions or class actions (whether pending, threatened, or conditionally certified);
(d) Claims of harassment (sexual or otherwise) or hostile work environment;
(e) Claims of retaliation;
(f) Actions to enforce or challenge non-compete, non-solicitation, or confidentiality agreements;
(g) Workers' compensation claims with an individual value exceeding $100,000; and
(h) Any other employment-related claims or proceedings.
6.4.2. For each claim, charge, or proceeding identified in response to Section 6.4.1, please provide the date filed or asserted, the identity of the claimant (to the extent permitted by law), a description of the nature of the claim, the forum, and the current status.
6.5 Tax Disputes
6.5.1. Please provide a description of any pending or threatened tax audits, assessments, proposed adjustments, or disputes with the Internal Revenue Service or any state or local taxing authority involving any Company Entity. For each such matter, please provide the following information:
(a) The identity of the taxing authority;
(b) The tax period(s) under audit or dispute;
(c) The nature of the issues raised;
(d) The amount of any proposed assessment or adjustment;
(e) The current status of the audit or dispute, including whether any administrative appeal, protest, or judicial proceeding has been commenced; and
(f) The identity of outside counsel or tax advisors representing the Company Entity.
6.5.2. Please cross-reference the responses to this Section 6.5 to the Due Diligence Request List — Tax prepared by C&H in coordination with Leonard Cross, and note any responsive documents that have already been produced in the Data Room under the tax due diligence workstream.
SECTION VII: LITIGATION RESERVES, ACCRUALS, AND FINANCIAL IMPACT
7.1 Financial Statement Reserves
7.1.1. Please provide a schedule of all litigation reserves or accruals reflected in the Company's audited financial statements for fiscal years 2019, 2020, and 2021, and in the Company's unaudited interim financial statements for the first quarter of fiscal year 2022 (Q1 2022). For each reserve or accrual, please identify:
(a) The specific matter or matters to which the reserve relates;
(b) The amount of the reserve;
(c) The basis for establishing the reserve (including the assessment of probability and amount);
(d) Any changes to the reserve from period to period; and
(e) Whether the reserve is classified as a current or non-current liability.
7.1.2. Please confirm whether Ashford & Pemberton LLP (the Company's independent auditors, audit engagement led by Gregory Sondheim and Irene Valdez) has been informed of all pending and threatened litigation, arbitration, regulatory, and governmental matters for purposes of their audit procedures. If any matter has not been communicated to Ashford & Pemberton LLP, please identify such matter and the reason for non-communication.
7.2 Loss Contingency Analysis
7.2.1. For each pending or threatened matter identified in response to this Request List for which the potential exposure exceeds $1,000,000, please provide the following information:
(a) Management's assessment of the likelihood of an unfavorable outcome, classified as "probable," "reasonably possible," or "remote" (as those terms are defined in ASC 450, formerly SFAS 5);
(b) Management's estimated range of loss, if the loss is determinable (or a statement that the range of loss cannot be reasonably estimated, with an explanation);
(c) Whether the matter has been accrued (and, if so, the amount of the accrual) or disclosed as a contingent liability in the footnotes to the Company's financial statements; and
(d) A reference to the relevant ASC 450 analysis prepared by the Company or its auditors, if any.
7.2.2. For any matter classified as "reasonably possible" with a potential exposure exceeding $1,000,000, please provide a description of the basis for the classification and the estimated range of loss, for purposes of evaluating potential disclosure in the "Legal Proceedings" section of the registration statement and in the financial statement footnotes.
7.3 Audit Response Letters
7.3.1. Please provide copies of all audit response letters (also referred to as "lawyers' letters" or "ABA response letters") sent by outside counsel to Ashford & Pemberton LLP in connection with the audits of the Company's financial statements for fiscal years 2019, 2020, and 2021. This request includes audit response letters sent by any outside counsel retained by any Company Entity.
7.3.2. Please identify any matters described in any audit response letter identified in response to Section 7.3.1 as to which outside counsel was unable to express an opinion on the likelihood of an unfavorable outcome or the estimated range of loss.
SECTION VIII: LITIGATION MANAGEMENT
8.1 Outside Counsel
8.1.1. Please provide a list of all outside law firms currently retained by any Company Entity for representation in any litigation, arbitration, administrative or regulatory proceeding, governmental investigation, or other dispute resolution matter. For each retention, please provide:
(a) The name and address of the law firm;
(b) The specific matter(s) for which the firm is retained;
(c) A description of the scope of the retention;
(d) The fee arrangement (e.g., hourly, contingency, blended rate, flat fee, alternative fee); and
(e) A copy of the engagement letter or retainer agreement (or a summary of the material terms if no written engagement letter exists).
8.2 Litigation Hold Notices
8.2.1. Please provide copies of any litigation hold notices, document preservation notices, or similar communications issued by or on behalf of any Company Entity within the last three (3) years to any employee, officer, director, contractor, or other person. For each notice, please provide:
(a) The date of the notice;
(b) The triggering event or matter giving rise to the preservation obligation;
(c) A description of the categories of documents and data subject to the hold;
(d) The identity of the person(s) to whom the notice was directed; and
(e) Whether the hold remains in effect.
8.3 Litigation Insurance Coverage
8.3.1. Please provide a schedule of all insurance policies currently maintained by or on behalf of any Company Entity that provide coverage for litigation-related matters, including without limitation:
(a) Commercial general liability policies;
(b) Directors' and officers' liability (D&O) policies;
(c) Errors and omissions (E&O) policies;
(d) Environmental liability policies;
(e) Umbrella and excess liability policies; and
(f) Any other policy that may provide coverage for litigation-related claims or losses.
For each policy, please provide the name of the carrier, the policy number, the policy period, the aggregate and per-occurrence limits, the deductible or self-insured retention, and a copy of the policy (or a summary of the material terms).
8.3.2. Please cross-reference the responses to this Section 8.3 to the Due Diligence Request List — Insurance previously provided by C&H.
8.3.3. Please provide a description of any current coverage disputes with any insurance carrier, including any dispute as to the availability, scope, or extent of coverage for any pending or threatened matter.
SECTION IX: SPECIFIC PROJECT-LEVEL INQUIRIES
In addition to the general requests set forth in Sections I through VIII above, the Company is requested to provide the following information and documents with respect to each of the Company's specific projects. To the extent that responsive information or documents have already been produced in response to the general requests above, a cross-reference to the applicable Data Room folder is sufficient.
9.1 Solaris West Solar (Pecos County, TX)
9.1.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Solaris West Solar project (approximately 450 MW, commercial operation date ("COD") Q3 2020), including without limitation matters arising out of or relating to:
(a) Land use, zoning, or permitting;
(b) Power purchase agreements;
(c) Construction, including EPC disputes, subcontractor claims, and construction defects;
(d) Environmental matters, including wildlife, water, or habitat issues;
(e) Property tax assessments or disputes; and
(f) Landowner or community opposition.
9.1.2. Please provide a description of any disputes, claims, or potential claims involving Veltara Basin Financial LLC under the tax-equity partnership agreement for the Solaris West Solar project (approximately $280,000,000 invested), including any disputes relating to capital contributions, tax credit allocations, indemnification, performance guarantees, change-in-tax-law provisions, or flip mechanics.
9.2 Red Mesa Wind (Custer County, OK)
9.2.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Red Mesa Wind project (approximately 380 MW, COD Q1 2019), including without limitation matters arising out of or relating to:
(a) Noise complaints from neighboring landowners or residents;
(b) Wildlife, avian, or bat-related claims, including any Endangered Species Act matters;
(c) Land use, zoning, setback, or permitting disputes;
(d) Power purchase agreement disputes;
(e) Equipment defects or warranty claims (including turbine or blade issues);
(f) Property tax assessments or disputes; and
(g) Landowner or community opposition.
9.3 Painted Rock Solar (Maricopa County, AZ)
9.3.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Painted Rock Solar project (approximately 320 MW, COD Q4 2020), including without limitation matters arising out of or relating to land use, permitting, PPA disputes, construction, environmental issues, equipment warranties, property tax assessments, interconnection, or community opposition.
9.4 Pronghorn Wind (Nolan County, TX)
9.4.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Pronghorn Wind project (approximately 510 MW, COD Q2 2021), including without limitation matters arising out of or relating to land use, permitting, PPA disputes, construction, environmental issues, equipment warranties, property tax assessments, interconnection, noise complaints, avian or bat claims, or community opposition.
9.5 Brazos Energy Storage (Fort Bend County, TX)
9.5.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Brazos Energy Storage project (approximately 200 MW / 800 MWh, COD Q4 2021), including without limitation matters arising out of or relating to:
(a) Battery safety, fire, or thermal runaway incidents;
(b) Hazardous materials storage, handling, or release;
(c) Land use, zoning, or permitting;
(d) Construction disputes, including EPC and subcontractor claims;
(e) Equipment defects or warranty claims (including battery modules, inverters, and balance-of-plant);
(f) Interconnection or grid services disputes; and
(g) Environmental compliance, including any EPCRA or RCRA matters.
9.6 Mesquite Wind (Oldham County, TX) — Under Construction
9.6.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Mesquite Wind project (approximately 420 MW, expected COD Q3 2022), including without limitation matters arising out of or relating to:
(a) Construction disputes, including EPC disputes, subcontractor claims, delay claims, and change orders;
(b) Permitting challenges;
(c) Land acquisition or condemnation issues;
(d) Environmental matters;
(e) Equipment supply or delivery disputes; and
(f) Community opposition or local government proceedings.
9.6.2. Please provide a description of any disputes, claims, or potential claims with Prairie Commercial Bank, N.A. under the $165,000,000 construction-to-term credit facility for the Mesquite Wind project, including any disputes relating to draw conditions, financial covenant compliance, events of default, or collateral.
9.7 Cimarron Solar (Doña Ana County, NM) — Under Construction
9.7.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Cimarron Solar project (approximately 350 MW, expected COD Q1 2023), including without limitation matters arising out of or relating to:
(a) Construction disputes, including EPC disputes, subcontractor claims, delay claims, and change orders;
(b) Permitting challenges;
(c) Land acquisition or condemnation issues;
(d) Environmental matters;
(e) Equipment supply or delivery disputes; and
(f) Community opposition or local government proceedings.
9.7.2. Please provide a description of any disputes, claims, or potential claims with Prairie Commercial Bank, N.A. under the $143,000,000 construction-to-term credit facility for the Cimarron Solar project, including any disputes relating to draw conditions, financial covenant compliance, events of default, or collateral.
9.8 Development Pipeline Projects
9.8.1. Please provide a description and copies of all documents related to any litigation, claims, arbitration proceedings, administrative proceedings, or other disputes relating to the Company's development-stage projects, including without limitation:
(a) Silverleaf Wind (approximately 600 MW, Irion County, Texas); and
(b) Copper Basin Solar + Storage (approximately 750 MW solar + 300 MW / 1,200 MWh storage, Riverside County, California).
9.8.2. Without limiting the generality of the foregoing, please specifically address any permitting challenges, land use disputes, environmental opposition, community or governmental opposition, condemnation proceedings, or other matters that may affect the feasibility, timeline, or cost of these development-stage projects.
SECTION X: SUPPLEMENTAL REQUESTS
10.1 Privilege Log
10.1.1. To the extent that any documents responsive to this Request List are withheld from production on the basis of the attorney-client privilege, the work-product protection, or any other applicable privilege or protection, the Company is requested to provide a privilege log identifying the following information for each withheld document:
(a) The date of the document;
(b) The author(s) of the document;
(c) The recipient(s) of the document (including all persons copied);
(d) A general description of the subject matter of the document (sufficient to assess the applicability of the privilege, without disclosing privileged content); and
(e) The specific privilege or protection asserted (e.g., attorney-client privilege, attorney work product, joint defense privilege).
10.1.2. The privilege log should be provided in a tabular format and should be updated on a rolling basis as additional responsive documents are identified and reviewed.
10.2 Completeness Certification
10.2.1. Upon completion of the Company's responses to this Request List, Sandra Haverford, in her capacity as General Counsel & Corporate Secretary of Calloway-Briggs Renewables Inc., is requested to provide a written certification substantially in the following form:
"I, Sandra Haverford, General Counsel & Corporate Secretary of Calloway-Briggs Renewables Inc., hereby certify that, to the best of my knowledge and after reasonable inquiry, the information and documents provided in response to the Due Diligence Request List — Litigation dated March 21, 2022, are complete and accurate in all material respects, and that no material litigation, arbitration, regulatory proceeding, governmental investigation, or other claim or contingency involving any Company Entity has been omitted from the responses."
10.2.2. The Company may provide such certification with such qualifications and limitations as are appropriate in the circumstances, provided that any qualifications are described in reasonable detail.
10.3 Ongoing Update Obligation
10.3.1. The Company should promptly notify C&H of any new litigation, arbitration, administrative or regulatory proceeding, governmental investigation, or material claim arising after the date of this Request List and prior to the closing of the IPO, or, during any dormancy period, of any material development in any previously disclosed matter. Such notification should include a description of the matter, the parties involved, the claims asserted, the relief sought, and any other information material to an assessment of the matter.
10.3.2. Any such notifications should be directed to:
Brendan Walsh, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000
Email: bwalsh@calderwoodharkness.com
Natasha Forbes, Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000
Email: nforbes@calderwoodharkness.com
10.3.3. The ongoing update obligation shall continue until the earlier of (a) the closing of the IPO and the expiration of any lock-up or stabilization period, or (b) the termination or abandonment of the IPO process.
CLOSING
If you have any questions regarding this Request List or require clarification of any individual request, please do not hesitate to contact the undersigned.
We appreciate the Company's prompt attention to this Request List and look forward to working with you and your team to complete the due diligence process efficiently.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Brendan Walsh, Partner 599 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000
Email: bwalsh@calderwoodharkness.com
cc:
Jennifer Kwon, Calderwood & Harkness LLP Natasha Forbes, Calderwood & Harkness LLP Leonard Cross, Calderwood & Harkness LLP (for tax-related litigation items)
This Due Diligence Request List is confidential attorney work product prepared in connection with C&H Matter No. 1015-00001 and is subject to attorney-client privilege and work-product protection. This document is provided solely for the use of the addressee and the persons identified herein, and should not be distributed, copied, or disclosed to any other person without the prior written consent of Calderwood & Harkness LLP.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

INTRODUCTORY INSTRUCTIONS

SECTION I: PENDING LITIGATION

SECTION II: THREATENED LITIGATION AND CLAIMS

SECTION III: SETTLED, CONCLUDED, OR DISMISSED LITIGATION

SECTION IV: GOVERNMENT INVESTIGATIONS AND ENFORCEMENT ACTIONS

SECTION V: OFFICERS, DIRECTORS, AND KEY EMPLOYEES

SECTION VI: MATERIAL CLAIMS AND CONTINGENCIES

Record

Parties

Dates

Amounts