1015-00001 · Graymont Brothers Inc · Diligence

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CONFIDENTIAL TREATMENT REQUESTED — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

DUE DILIGENCE REQUEST LIST — MATERIAL CONTRACTS

Calloway-Briggs Renewables Inc. Proposed Initial Public Offering

Addressed to:

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

Copies to:

• Marcus Yoon, Chief Financial Officer

• Priya Anand, Senior Vice President, Finance & Treasurer

• Tomás Quintero, Senior Vice President, Project Development

• Dale Renfroe, Chief Operating Officer

Right-click to update Table of Contents

I. INTRODUCTION AND INSTRUCTIONS

A. Purpose

This Due Diligence Request List — Material Contracts (this "Request List") is submitted by Calderwood & Harkness LLP ("C&H" or "outside counsel") on behalf of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the due diligence review being conducted for the proposed initial public offering of approximately $600,000,000 of common stock (the "Common Stock") of the Company on the New York Stock Exchange under the proposed ticker symbol "CBRI" (the "Proposed IPO"). The purpose of this Request List is to identify and obtain production of all material commercial contracts of the Company and its subsidiaries that are relevant to the preparation, review, and filing of the Company's registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), and to facilitate the due diligence investigation required by Section 11 of the Securities Act and applicable case law, including Escott v. BarChris Construction Corp., 283 F. Supp. 643 (S.D.N.Y. 1968).

The timely and complete production of the documents and information requested herein is essential to the due diligence process, and any delays in production may adversely affect the overall IPO timeline. We appreciate the Company's cooperation and responsiveness in connection with these requests.

B. Scope

This Request List applies to CBR and all of its direct and indirect subsidiaries, including, without limitation:

• CBR Holdings LLC;

• Calloway-Briggs Operating Company LLC;

• All project-level special purpose vehicles ("SPVs"), including:

(i) Solaris West Solar LLC;

(ii) Red Mesa Wind Energy LLC;

(iii) Painted Rock Solar LLC;

(iv) Pronghorn Wind LLC;

(v) Brazos Energy Storage LLC;

(vi) Mesquite Wind Holdings LLC;

(vii) Cimarron Solar Development LLC; and

(viii) CBR Development Co. LLC.

For the avoidance of doubt, this Request List covers all projects across the Company's entire portfolio, consisting of:

(a) Operating Portfolio: Approximately 3.8 GW across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma;

(b) Projects Under Construction: Approximately 1.4 GW currently under active construction; and

C. General Instructions

The following general instructions apply to all requests set forth in this Request List:

1. Completeness of Production. Each request for a contract or agreement should be understood to include a request for all amendments, supplements, side letters, waivers, consents, joinders, novations, assignments, estoppel certificates, and notices related to or issued under such contract or agreement, regardless of whether such related documents are separately identified in a particular request item.

2. Executed Versions. Where available, please provide fully executed versions of all documents. If an executed version is not available, draft or conformed versions may be provided, but each such document should be clearly marked "DRAFT" or "CONFORMED COPY" on its face, and the Company should indicate whether the terms reflected therein are final and binding.

3. Materiality Threshold. For purposes of this Request List, "material" means any contract meeting one or more of the following criteria:

(a) The contract involves aggregate consideration or committed value exceeding $1,000,000 over the term of the contract;

(b) The contract would be required to be filed as an exhibit to the Company's registration statement on Form S-1 under Item 601(b)(10) of Regulation S-K promulgated under the Securities Act;

(c) The contract is otherwise material to the business, operations, financial condition, or prospects of the Company or any of its subsidiaries, or is of the type that a reasonable investor would consider important in making an investment decision regarding the Common Stock; or

(d) The contract relates to any matter specifically identified in this Request List, regardless of dollar value.

4. Format of Production. Electronic copies of all responsive documents are preferred. Documents should be organized by project and by contract category corresponding to the sections of this Request List. To the extent practicable, documents should be Bates-stamped or provided with a document index that cross-references each document to the applicable request item number. Production may be made via the Thackeray Solutions virtual data room established for this matter (the "VDR") or, if the VDR is not yet available, via secure file transfer to the contacts identified in Section XV below.

5. Privilege. If any document or portion thereof responsive to this Request List is withheld on the grounds of attorney-client privilege, attorney work product protection, or any other applicable privilege or protection, please provide a privilege log entry for each such document, including: (a) the date of the document, (b) the author and all recipients, (c) a brief description of the subject matter sufficient to assess the privilege claim, and (d) the specific privilege or protection asserted.

6. Time Period. Unless otherwise specified, each request covers the period from January 1, 2017 through the date of the Company's response. Certain requests specify different time periods where appropriate.

D. Requested Completion Date

We respectfully request that production of the documents and information described in this Request List be substantially completed on or before April 8, 2022. To the extent that certain documents or categories of documents will require additional time for collection or review, please notify outside counsel as soon as practicable so that we may adjust the diligence schedule accordingly. Partial or rolling productions are encouraged and welcome.

II. POWER PURCHASE AGREEMENTS (PPAs)

A. Operating Projects — PPAs

Request Item II.A.1: All power purchase agreements ("PPAs"), energy purchase agreements ("EPAs"), tolling agreements, and any other offtake agreements pursuant to which the Company or any of its subsidiaries has contracted for the sale of electric energy, capacity, ancillary services, or environmental attributes generated by each operating project in the Company's portfolio, including, without limitation, the following specifically identified projects:

(a) Solaris West — a 450 MW solar photovoltaic facility located in Pecos County, Texas, which achieved commercial operation in Q3 2020;

(b) Red Mesa Wind — a 380 MW onshore wind energy facility located in Custer County, Oklahoma, which achieved commercial operation in Q1 2019;

(c) Painted Rock Solar — a 320 MW solar photovoltaic facility located in Maricopa County, Arizona, which achieved commercial operation in Q4 2020;

(d) Pronghorn Wind — a 510 MW onshore wind energy facility located in Nolan County, Texas, which achieved commercial operation in Q2 2021;

(e) Brazos Storage — a 200 MW / 800 MWh lithium-ion battery energy storage system facility located in Fort Bend County, Texas, which achieved commercial operation in Q4 2021; and

(f) All other operating projects within the Company's 3.8 GW operating portfolio (22 projects total), including any projects not specifically named herein.

Request Item II.A.2: All amendments, supplements, restatements, side letters, letter agreements, and addenda to each PPA or offtake agreement identified in response to Request Item II.A.1, including any documents modifying pricing terms, delivery obligations, contract capacity, term extensions, or other material provisions.

Request Item II.A.3: All notices of default, cure notices, breach notices, force majeure notices, and any other material correspondence exchanged between the Company (or the applicable subsidiary) and any PPA counterparty under or relating to each PPA or offtake agreement identified in response to Request Item II.A.1. This request includes, without limitation, any correspondence relating to alleged underperformance, curtailment disputes, delivery-point changes, metering disputes, or billing reconciliation matters.

Request Item II.A.4: A schedule of key terms for each PPA or offtake agreement identified in response to Request Item II.A.1, including the following information for each agreement (to the extent applicable):

(i) Counterparty name and credit rating (if known);

(ii) Contract capacity (in MW);

(iii) Delivery point and pricing node;

(iv) Contract term (including commencement date and expiration date);

(v) Pricing structure (fixed, indexed, hybrid, or other), including the base price and any escalation provisions (CPI-based or otherwise);

(vi) Curtailment provisions, including economic curtailment rights and compensation mechanisms;

(vii) Performance guarantees, including minimum generation or availability guarantees;

(viii) Liquidated damages provisions, including caps and calculation methodology;

(ix) Termination provisions, including termination for convenience, termination for default, and any related termination payments;

(x) Change-of-control provisions, including any consent or notice requirements triggered by the Proposed IPO or a change in the Company's ownership structure;

(xi) Assignment restrictions, including any limitations on direct or indirect transfers of the project company or the PPA itself; and

(xii) Any other material or unusual provisions.

Request Item II.A.5: Any hedging agreements, revenue put agreements, proxy revenue swap agreements, basis swap agreements, merchant tail arrangements, or other financial instruments or commercial arrangements entered into in connection with, or as a complement to, the PPAs for any operating project, including arrangements intended to manage price exposure for volumes not covered by fixed-price PPAs or for periods following PPA expiration.

B. Projects Under Construction — PPAs

Request Item II.B.1: All executed and binding PPAs, EPAs, tolling agreements, and other offtake agreements for the following projects currently under construction:

(a) Mesquite Wind — a 420 MW onshore wind energy facility located in Oldham County, Texas, with an expected commercial operation date in Q3 2022; and

(b) Cimarron Solar — a 350 MW solar photovoltaic facility located in Doña Ana County, New Mexico, with an expected commercial operation date in Q1 2023.

Request Item II.B.2: All amendments, term sheets, binding letters of intent, and any other agreements or binding commitments relating to offtake arrangements for the projects identified in Request Item II.B.1, including any amendments to pricing, delivery terms, or milestone dates.

Request Item II.B.3: Any conditional or contingent PPAs or offtake agreements where the effectiveness of the agreement is subject to the achievement of commercial operation, the satisfaction of conditions precedent (such as financing close, interconnection, or permitting milestones), or any other contingency. Please identify the specific conditions precedent that remain unsatisfied as of the date of production.

C. Development Pipeline — PPAs and Offtake Arrangements

Request Item II.C.1: All executed, binding, conditional, or indicative PPAs, offtake term sheets, letters of intent, memoranda of understanding, and other offtake-related documents for development-stage projects, including, without limitation:

(a) Silverleaf Wind — a 600 MW onshore wind energy facility located in Irion County, Texas, with an expected commercial operation date in Q4 2024;

(b) Copper Basin Solar + Storage — a 750 MW solar photovoltaic facility paired with a 300 MW / 1,200 MWh battery energy storage system located in Riverside County, California, with an expected commercial operation date in Q2 2025; and

Request Item II.C.2: Any responses to requests for proposals ("RFPs") submitted by the Company or its subsidiaries to utilities or other potential offtakers, utility procurement award letters, letters of selection, or notifications of regulatory approval of PPAs (including approvals by state public utility commissions) relating to development-stage projects.

III. ENGINEERING, PROCUREMENT, AND CONSTRUCTION (EPC) CONTRACTS

A. Operating Projects — EPC Contracts

Request Item III.A.1: All engineering, procurement, and construction agreements ("EPC Agreements"), or, where the engineering, procurement, and construction scope has been unbundled across separate contracts, all separate engineering agreements, procurement agreements, and construction agreements, for each operating project in the Company's portfolio, including, without limitation, the Solaris West, Red Mesa Wind, Painted Rock Solar, Pronghorn Wind, and Brazos Storage projects.

Request Item III.A.2: All amendments, change orders, variation orders, supplemental agreements, and any other documents modifying the scope, schedule, price, or terms of each EPC Agreement or unbundled agreement identified in response to Request Item III.A.1.

Request Item III.A.3: All certificates of substantial completion, certificates of final completion, and punch-list status reports for each operating project. This request includes any conditional acceptance certificates, provisional acceptance certificates, or similar interim completion certificates, together with any documentation of outstanding punch-list items and the scheduled or actual completion of such items.

Request Item III.A.4: All warranty agreements, warranty extensions, warranty transfer agreements, and documentation of warranty claims made or received under or in connection with each EPC Agreement for each operating project. This request includes any correspondence with EPC contractors relating to warranty coverage, defect notification, or remediation of warranted defects.

Request Item III.A.5: All performance guarantee certificates, performance test reports, and documentation of any liquidated damages calculations, liquidated damages payments, or liquidated damages disputes arising under the performance guarantee provisions of each EPC Agreement for each operating project.

B. Projects Under Construction — EPC Contracts

Request Item III.B.1: All EPC Agreements for the following projects currently under construction, including the full contract text, all exhibits, schedules, appendices, and ancillary documents incorporated by reference:

(a) Mesquite Wind — 420 MW onshore wind, Oldham County, Texas; and

(b) Cimarron Solar — 350 MW solar PV, Doña Ana County, New Mexico.

Request Item III.B.2: All amendments, change orders, variation orders, supplemental agreements, and any pending or disputed change orders for each EPC Agreement identified in response to Request Item III.B.1. With respect to any pending or disputed change orders, please provide a summary of the nature and amount of each such change order and the current status of negotiations or dispute resolution proceedings.

Request Item III.B.3: Current construction progress reports, schedule status reports (including critical-path analyses), and any notices of delay, force majeure notices, or extension-of-time claims submitted by or to the EPC contractors for the Mesquite Wind and Cimarron Solar projects. This request also includes any construction milestone schedules, updated baseline schedules, and earned-value analyses.

Request Item III.B.4: All performance security arrangements related to the EPC Agreements for projects under construction, including:

(a) Parent company guarantees or corporate guarantees provided by EPC contractors or their affiliates;

(b) Letters of credit issued in favor of the Company or its subsidiaries as security for EPC contractor performance;

(d) Retainage provisions and current retainage balances.

Request Item III.B.5: Current certificates of insurance and evidence of all required insurance coverage maintained by the EPC contractors for the Mesquite Wind and Cimarron Solar projects, including general liability, professional liability, workers' compensation, and any other coverages required under the EPC Agreements.

Request Item III.B.6: All dispute or claim correspondence exchanged between the Company (or its subsidiaries) and the EPC contractors for the Mesquite Wind and Cimarron Solar projects, including any formal notices of claim, responses to claims, dispute resolution notices, and mediation or arbitration filings.

C. Development Pipeline — EPC Contracts

Request Item III.C.1: Any executed, conditional, or indicative EPC contracts, term sheets, bid packages, or EPC selection letters for the following development-pipeline projects:

(a) Silverleaf Wind — 600 MW onshore wind, Irion County, Texas;

(b) Copper Basin Solar + Storage — 750 MW solar PV + 300 MW / 1,200 MWh BESS, Riverside County, California; and

Request Item III.C.2: All pre-construction services agreements, early works agreements, limited notice to proceed agreements, or similar preliminary construction agreements for any development-pipeline project.

IV. OPERATIONS AND MAINTENANCE (O&M) AGREEMENTS

A. Operating Projects — O&M Agreements

Request Item IV.A.1: All operations and maintenance agreements for each operating project in the Company's portfolio, including full-service wrap agreements (covering the entire facility), balance-of-plant O&M agreements, and component-specific O&M agreements (such as wind turbine generator service agreements, inverter maintenance agreements, battery management system maintenance agreements, or tracker maintenance agreements).

Request Item IV.A.2: All amendments, change orders, scope-modification agreements, and supplemental agreements to each O&M agreement identified in response to Request Item IV.A.1.

Request Item IV.A.3: A schedule of key terms for each O&M agreement identified in response to Request Item IV.A.1, including the following information (to the extent applicable):

(i) Contractor identity and parent company (if different);

(ii) Scope of services (full-service wrap, balance-of-plant, or component-specific);

(iii) Contract term, including commencement date, expiration date, and renewal or extension options;

(iv) Annual fee or pricing structure, including any fixed and variable components;

(v) Performance guarantees, including any availability guarantees (e.g., guaranteed turbine availability percentage);

(vi) Liquidated damages for failure to meet performance or availability guarantees;

(vii) Bonus or incentive payments for exceeding performance targets;

(viii) Termination provisions, including termination for convenience, termination for default, and applicable termination fees or wind-down costs;

(ix) Change-of-control provisions; and

(x) Assignment restrictions.

Request Item IV.A.4: Current O&M performance reports, annual or quarterly performance summaries, and any notices of underperformance, default, or breach issued by or to any O&M contractor. This request includes any correspondence relating to equipment failures, unplanned outages, or safety incidents.

B. Projects Under Construction and Development — O&M Agreements

Request Item IV.B.1: All executed or binding O&M agreements for the Mesquite Wind and Cimarron Solar projects under construction, and for any development-pipeline projects for which O&M agreements have been entered into.

Request Item IV.B.2: Any O&M term sheets, proposals, or letters of intent currently under negotiation for any project under construction or in the development pipeline.

V. INTERCONNECTION AGREEMENTS

A. Executed Interconnection Agreements

Request Item V.A.1: All generator interconnection agreements ("GIAs"), large generator interconnection agreements ("LGIAs"), small generator interconnection agreements, and facilities study agreements for each operating project and each project under construction. This request includes all interconnection agreements entered into with the applicable transmission owner, transmission provider, or independent system operator / regional transmission organization ("ISO/RTO"), including, without limitation, ERCOT, the Southwest Power Pool ("SPP"), the California Independent System Operator ("CAISO"), and any other applicable ISO/RTO.

Request Item V.A.2: All amendments, supplemental agreements, and letter agreements modifying the terms of any GIA, LGIA, or other interconnection agreement identified in response to Request Item V.A.1.

Request Item V.A.3: All interconnection facilities construction agreements, including agreements governing the design, engineering, procurement, construction, ownership, and cost allocation of interconnection facilities (including gen-tie lines, step-up substations, and switchyards).

Request Item V.A.4: All network upgrade agreements, including any provisions for the reimbursement of network upgrade costs by the applicable transmission provider or ISO/RTO, and any milestones or conditions governing the timing and amount of such reimbursements.

Request Item V.A.5: All transmission service agreements, including firm or non-firm point-to-point transmission service agreements, network integration transmission service agreements, and any other transmission arrangements for the delivery of energy from each project to the applicable delivery point under the relevant PPA or to the applicable market hub.

Request Item V.A.6: All notices, disputes, curtailment correspondence, curtailment reports, and any other material correspondence exchanged between the Company (or the applicable subsidiary) and the relevant transmission provider or ISO/RTO (including ERCOT, SPP, CAISO, and others as applicable) relating to interconnection, transmission service, or curtailment matters.

B. Development Pipeline — Interconnection

Request Item V.B.1: All documentation relating to interconnection queue positions for development-pipeline projects, including interconnection requests, queue confirmation letters, feasibility study reports, system impact study reports, facilities study reports, and cluster study reports, for the following projects and all other pipeline projects:

(a) Silverleaf Wind — 600 MW onshore wind, Irion County, Texas;

(b) Copper Basin Solar + Storage — 750 MW solar PV + 300 MW / 1,200 MWh BESS, Riverside County, California; and

Request Item V.B.2: Documentation of all interconnection deposits, financial security postings, and milestone payments made or required in connection with the interconnection process for development-pipeline projects, including letters of credit, cash deposits, and any associated deposit agreements or security instruments.

VI. EQUIPMENT SUPPLY AGREEMENTS

A. Major Equipment — Operating and Under-Construction Projects

Request Item VI.A.1: All equipment supply agreements ("ESAs") for major equipment procured for each operating project and each project under construction, including, without limitation, the following categories of equipment:

(a) Wind turbine generator supply agreements, including agreements for the supply of nacelles, blades, towers, and foundations;

(b) Solar photovoltaic module supply agreements;

(d) Battery energy storage system supply agreements, including agreements for the supply of battery cells, modules, racks, battery management systems, and power conversion systems;

(e) Transformer supply agreements (including main power transformers, auxiliary transformers, and pad-mounted transformers);

(f) Tracker system supply agreements (for solar projects utilizing single-axis or dual-axis tracking systems); and

(g) Any other major equipment supply agreements not otherwise categorized above.

Request Item VI.A.2: All amendments, side letters, change orders, and supplemental agreements to each ESA identified in response to Request Item VI.A.1.

Request Item VI.A.3: All warranty terms, warranty certificates, warranty claim correspondence, and service-level agreements associated with equipment supply, including documentation of any warranty claims asserted by the Company or any of its subsidiaries against equipment suppliers, and any warranty claims asserted by equipment suppliers against the Company or its subsidiaries.

Request Item VI.A.4: Evidence of compliance with domestic content requirements, if applicable, including any certifications, affidavits, or supporting documentation submitted or received in connection with domestic content eligibility under the Buy American Act, applicable state procurement requirements, or any other domestic content standards applicable to the Company's projects.

Request Item VI.A.5: Any long-term service agreements ("LTSAs") that are bundled with or entered into in connection with equipment supply agreements, including turbine service agreements, inverter service agreements, and battery augmentation agreements.

B. Development Pipeline — Equipment Supply

Request Item VI.B.1: Any binding or conditional equipment supply agreements, reservation agreements, capacity reservation agreements, or framework agreements for the Silverleaf Wind, Copper Basin Solar + Storage, and other development-pipeline projects, including any agreements securing manufacturing capacity, delivery slots, or pricing for major equipment.

Request Item VI.B.2: Equipment procurement bid tabulations, award notices, and evaluation summaries for any development-pipeline project for which the Company has initiated a procurement process.

VII. LAND LEASE AND SITE CONTROL AGREEMENTS

Note: This Section VII is intended to be read in conjunction with the separate Due Diligence Request List — Real Property / Leases, which covers the full range of real property diligence matters. This section is limited to those land agreements that constitute material commercial contracts for purposes of the Form S-1 disclosure requirements.

Request Item VII.1: All master land lease agreements, surface-use agreements, ground leases, and similar agreements pursuant to which the Company or any of its subsidiaries holds the right to use, access, or develop each project site for each operating project, project under construction, and development-pipeline project.

Request Item VII.2: All royalty agreements, landowner production payment agreements, community benefit agreements, and good-neighbor agreements pursuant to which the Company or any of its subsidiaries makes payments to landowners, adjacent property owners, local communities, or other stakeholders in connection with the development or operation of each project.

Request Item VII.3: All access road agreements, shared-facility agreements, shared-infrastructure agreements, and similar agreements governing the shared use of roads, drainage infrastructure, utility corridors, or other facilities in connection with each project.

Request Item VII.4: Any option agreements, rights of first refusal, rights of first offer, or expansion rights related to project sites, including options to lease or acquire additional acreage for project expansion or future development.

VIII. TAX-EQUITY AND PROJECT-FINANCE RELATED COMMERCIAL AGREEMENTS

Note: This Section VIII is intended to be read in conjunction with the separate Due Diligence Request List — Debt and Financing, which covers credit agreements, term loan facilities, revolving credit facilities, and other financing arrangements. This section is limited to commercial contracts that are ancillary to or entered into in connection with tax-equity and project-finance structures.

Request Item VIII.1: All tax-equity partnership agreements and related commercial agreements for the Solaris West tax-equity partnership with Veltara Basin Financial LLC (approximately $280,000,000 invested; partnership flip expected in 2028), including, without limitation:

(a) The partnership agreement or limited liability company agreement for the tax-equity partnership vehicle, including all amendments, restatements, and capital account schedules;

(b) All capital contribution agreements, capital call notices, and true-up agreements;

(c) All administrative services agreements, management services agreements, and operating agreements between the Company (or its subsidiaries) and the tax-equity investor or the partnership vehicle;

(d) Any right-of-first-offer agreement, buyout agreement, call option agreement, or put option agreement relating to the purchase of the tax-equity investor's interest upon or following the partnership flip;

(e) Any indemnification agreements, tax-protection agreements, tax-benefit guarantee letters, or tax-loss guarantee agreements between the Company (or its subsidiaries) and the tax-equity investor; and

(f) Any other ancillary or side agreements entered into in connection with the Solaris West tax-equity partnership.

Request Item VIII.2: Any other tax-equity partnership agreements, sale-leaseback agreements, inverted lease pass-through agreements, or similar structured-finance commercial agreements for any other operating project, project under construction, or development-pipeline project.

Request Item VIII.3: All collateral agency agreements, depositary agreements, revenue account agreements, cash-management agreements, and similar cash-flow waterfall or account-control agreements, to the extent that such agreements constitute material commercial contracts separate from the related credit agreements or loan documents (which are covered in the Due Diligence Request List — Debt and Financing).

IX. MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTS

Request Item IX.1: The management-services agreement between the Company and Pinnacle Vista Capital Partners (the "Sponsor") or its management company, PVCM, pursuant to which the Sponsor provides management, advisory, and oversight services to the Company (currently at a fee of approximately $2,400,000 per year), including:

(a) The complete executed management-services agreement, including all exhibits and schedules;

(b) All amendments, fee-schedule modifications, and supplemental agreements;

(c) All termination provisions, including any provisions for termination upon an initial public offering, and the terms and conditions of any termination payment, tail fee, or other consideration payable to the Sponsor upon termination; and

(d) Any correspondence or notices relating to the anticipated termination of the management-services agreement in connection with the Proposed IPO.

Request Item IX.2: Any other management agreements, consulting agreements, advisory agreements, transaction-fee agreements, monitoring-fee agreements, or shared-services agreements between CBR or any of its subsidiaries, on the one hand, and Pinnacle Vista Capital Partners, PVCM, or any of their respective affiliates, partners, members, principals, or portfolio companies, on the other hand.

Request Item IX.3: Any intra-company services agreements, intercompany services agreements, or cost-sharing agreements among CBR, CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and the project-level SPVs, including agreements for the provision of corporate services, accounting services, treasury services, human resources, legal support, information technology, and similar shared corporate functions.

Request Item IX.4: Any asset-management agreements pursuant to which CBR or any of its subsidiaries manages, operates, or provides services with respect to renewable energy assets or projects owned by third parties. This request includes any management agreements with co-investors, joint venture partners, or unaffiliated asset owners.

X. INSURANCE-RELATED COMMERCIAL CONTRACTS

Note: This Section X is intended to be read in conjunction with the separate Due Diligence Request List — Insurance, which covers the full range of insurance diligence matters. This section is limited to material commercial contracts related to insurance procurement.

Request Item X.1: Any long-term insurance program agreements, insurance brokerage agreements with committed multi-year terms, fronting arrangements, captive insurance company arrangements, or self-insurance programs pursuant to which the Company or any of its subsidiaries procures, administers, or manages insurance coverage for its portfolio of projects.

Request Item X.2: All builder's risk insurance policies and related commercial contracts (including brokerage agreements and loss-adjustment agreements) for the Mesquite Wind and Cimarron Solar construction projects, including evidence of coverage amounts, deductibles, named insureds, additional insureds, and any endorsements or exclusions material to the construction scope.

XI. OTHER MATERIAL COMMERCIAL CONTRACTS

A. Joint Venture and Partnership Agreements

Request Item XI.A.1: Any joint venture agreements, co-development agreements, co-investment agreements, or partnership agreements (other than tax-equity partnership agreements covered in Section VIII) for any project in the Company's operating portfolio, projects under construction, or development pipeline, including any agreements with other renewable energy developers, financial investors, utilities, or strategic partners.

Request Item XI.A.2: Any earn-out agreements, milestone payment agreements, contingent consideration agreements, deferred purchase price agreements, or similar arrangements relating to the acquisition of any project currently in the Company's portfolio, including any agreements under which the Company may be required to make or receive future payments based on the achievement of specified performance, financial, or operational milestones.

B. Intellectual Property and Technology Licenses

Note: This Section XI.B is intended to be read in conjunction with the separate Due Diligence Request List — Intellectual Property, which covers the full range of intellectual property diligence matters.

Request Item XI.B.1: All material software license agreements, including licenses for:

(a) Supervisory control and data acquisition ("SCADA") systems;

(b) Energy management systems ("EMS");

(d) Revenue metering and settlement software;

CONFIDENTIAL TREATMENT REQUESTED — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST — MATERIAL CONTRACTS
Calloway-Briggs Renewables Inc. Proposed Initial Public Offering
Addressed to:
Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Copies to:
•  Marcus Yoon, Chief Financial Officer
•  Priya Anand, Senior Vice President, Finance & Treasurer
•  Tomás Quintero, Senior Vice President, Project Development
•  Dale Renfroe, Chief Operating Officer
Right-click to update Table of Contents
I. INTRODUCTION AND INSTRUCTIONS
A. Purpose
This Due Diligence Request List — Material Contracts (this "Request List") is submitted by Calderwood & Harkness LLP ("C&H" or "outside counsel") on behalf of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with the due diligence review being conducted for the proposed initial public offering of approximately $600,000,000 of common stock (the "Common Stock") of the Company on the New York Stock Exchange under the proposed ticker symbol "CBRI" (the "Proposed IPO"). The purpose of this Request List is to identify and obtain production of all material commercial contracts of the Company and its subsidiaries that are relevant to the preparation, review, and filing of the Company's registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), and to facilitate the due diligence investigation required by Section 11 of the Securities Act and applicable case law, including Escott v. BarChris Construction Corp., 283 F. Supp. 643 (S.D.N.Y. 1968).
The timely and complete production of the documents and information requested herein is essential to the due diligence process, and any delays in production may adversely affect the overall IPO timeline. We appreciate the Company's cooperation and responsiveness in connection with these requests.
B. Scope
This Request List applies to CBR and all of its direct and indirect subsidiaries, including, without limitation:
•  CBR Holdings LLC;
•  Calloway-Briggs Operating Company LLC;
•  All project-level special purpose vehicles ("SPVs"), including:
(i) Solaris West Solar LLC;
(ii) Red Mesa Wind Energy LLC;
(iii) Painted Rock Solar LLC;
(iv) Pronghorn Wind LLC;
(v) Brazos Energy Storage LLC;
(vi) Mesquite Wind Holdings LLC;
(vii) Cimarron Solar Development LLC; and
(viii) CBR Development Co. LLC.
For the avoidance of doubt, this Request List covers all projects across the Company's entire portfolio, consisting of:
(a) Operating Portfolio: Approximately 3.8 GW across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma;
(b) Projects Under Construction: Approximately 1.4 GW currently under active construction; and
(c) Development Pipeline: Approximately 6.2 GW of projects in various stages of development.
C. General Instructions
The following general instructions apply to all requests set forth in this Request List:
1.  Completeness of Production. Each request for a contract or agreement should be understood to include a request for all amendments, supplements, side letters, waivers, consents, joinders, novations, assignments, estoppel certificates, and notices related to or issued under such contract or agreement, regardless of whether such related documents are separately identified in a particular request item.
2.  Executed Versions. Where available, please provide fully executed versions of all documents. If an executed version is not available, draft or conformed versions may be provided, but each such document should be clearly marked "DRAFT" or "CONFORMED COPY" on its face, and the Company should indicate whether the terms reflected therein are final and binding.
3.  Materiality Threshold. For purposes of this Request List, "material" means any contract meeting one or more of the following criteria:
(a) The contract involves aggregate consideration or committed value exceeding $1,000,000 over the term of the contract;
(b) The contract would be required to be filed as an exhibit to the Company's registration statement on Form S-1 under Item 601(b)(10) of Regulation S-K promulgated under the Securities Act;
(c) The contract is otherwise material to the business, operations, financial condition, or prospects of the Company or any of its subsidiaries, or is of the type that a reasonable investor would consider important in making an investment decision regarding the Common Stock; or
(d) The contract relates to any matter specifically identified in this Request List, regardless of dollar value.
4.  Format of Production. Electronic copies of all responsive documents are preferred. Documents should be organized by project and by contract category corresponding to the sections of this Request List. To the extent practicable, documents should be Bates-stamped or provided with a document index that cross-references each document to the applicable request item number. Production may be made via the Thackeray Solutions virtual data room established for this matter (the "VDR") or, if the VDR is not yet available, via secure file transfer to the contacts identified in Section XV below.
5.  Privilege. If any document or portion thereof responsive to this Request List is withheld on the grounds of attorney-client privilege, attorney work product protection, or any other applicable privilege or protection, please provide a privilege log entry for each such document, including: (a) the date of the document, (b) the author and all recipients, (c) a brief description of the subject matter sufficient to assess the privilege claim, and (d) the specific privilege or protection asserted.
6.  Time Period. Unless otherwise specified, each request covers the period from January 1, 2017 through the date of the Company's response. Certain requests specify different time periods where appropriate.
D. Requested Completion Date
We respectfully request that production of the documents and information described in this Request List be substantially completed on or before April 8, 2022. To the extent that certain documents or categories of documents will require additional time for collection or review, please notify outside counsel as soon as practicable so that we may adjust the diligence schedule accordingly. Partial or rolling productions are encouraged and welcome.
II. POWER PURCHASE AGREEMENTS (PPAs)
A. Operating Projects — PPAs
Request Item II.A.1: All power purchase agreements ("PPAs"), energy purchase agreements ("EPAs"), tolling agreements, and any other offtake agreements pursuant to which the Company or any of its subsidiaries has contracted for the sale of electric energy, capacity, ancillary services, or environmental attributes generated by each operating project in the Company's portfolio, including, without limitation, the following specifically identified projects:
(a) Solaris West — a 450 MW solar photovoltaic facility located in Pecos County, Texas, which achieved commercial operation in Q3 2020;
(b) Red Mesa Wind — a 380 MW onshore wind energy facility located in Custer County, Oklahoma, which achieved commercial operation in Q1 2019;
(c) Painted Rock Solar — a 320 MW solar photovoltaic facility located in Maricopa County, Arizona, which achieved commercial operation in Q4 2020;
(d) Pronghorn Wind — a 510 MW onshore wind energy facility located in Nolan County, Texas, which achieved commercial operation in Q2 2021;
(e) Brazos Storage — a 200 MW / 800 MWh lithium-ion battery energy storage system facility located in Fort Bend County, Texas, which achieved commercial operation in Q4 2021; and
(f) All other operating projects within the Company's 3.8 GW operating portfolio (22 projects total), including any projects not specifically named herein.
Request Item II.A.2: All amendments, supplements, restatements, side letters, letter agreements, and addenda to each PPA or offtake agreement identified in response to Request Item II.A.1, including any documents modifying pricing terms, delivery obligations, contract capacity, term extensions, or other material provisions.
Request Item II.A.3: All notices of default, cure notices, breach notices, force majeure notices, and any other material correspondence exchanged between the Company (or the applicable subsidiary) and any PPA counterparty under or relating to each PPA or offtake agreement identified in response to Request Item II.A.1. This request includes, without limitation, any correspondence relating to alleged underperformance, curtailment disputes, delivery-point changes, metering disputes, or billing reconciliation matters.
Request Item II.A.4: A schedule of key terms for each PPA or offtake agreement identified in response to Request Item II.A.1, including the following information for each agreement (to the extent applicable):
(i) Counterparty name and credit rating (if known);
(ii) Contract capacity (in MW);
(iii) Delivery point and pricing node;
(iv) Contract term (including commencement date and expiration date);
(v) Pricing structure (fixed, indexed, hybrid, or other), including the base price and any escalation provisions (CPI-based or otherwise);
(vi) Curtailment provisions, including economic curtailment rights and compensation mechanisms;
(vii) Performance guarantees, including minimum generation or availability guarantees;
(viii) Liquidated damages provisions, including caps and calculation methodology;
(ix) Termination provisions, including termination for convenience, termination for default, and any related termination payments;
(x) Change-of-control provisions, including any consent or notice requirements triggered by the Proposed IPO or a change in the Company's ownership structure;
(xi) Assignment restrictions, including any limitations on direct or indirect transfers of the project company or the PPA itself; and
(xii) Any other material or unusual provisions.
Request Item II.A.5: Any hedging agreements, revenue put agreements, proxy revenue swap agreements, basis swap agreements, merchant tail arrangements, or other financial instruments or commercial arrangements entered into in connection with, or as a complement to, the PPAs for any operating project, including arrangements intended to manage price exposure for volumes not covered by fixed-price PPAs or for periods following PPA expiration.
B. Projects Under Construction — PPAs
Request Item II.B.1: All executed and binding PPAs, EPAs, tolling agreements, and other offtake agreements for the following projects currently under construction:
(a) Mesquite Wind — a 420 MW onshore wind energy facility located in Oldham County, Texas, with an expected commercial operation date in Q3 2022; and
(b) Cimarron Solar — a 350 MW solar photovoltaic facility located in Doña Ana County, New Mexico, with an expected commercial operation date in Q1 2023.
Request Item II.B.2: All amendments, term sheets, binding letters of intent, and any other agreements or binding commitments relating to offtake arrangements for the projects identified in Request Item II.B.1, including any amendments to pricing, delivery terms, or milestone dates.
Request Item II.B.3: Any conditional or contingent PPAs or offtake agreements where the effectiveness of the agreement is subject to the achievement of commercial operation, the satisfaction of conditions precedent (such as financing close, interconnection, or permitting milestones), or any other contingency. Please identify the specific conditions precedent that remain unsatisfied as of the date of production.
C. Development Pipeline — PPAs and Offtake Arrangements
Request Item II.C.1: All executed, binding, conditional, or indicative PPAs, offtake term sheets, letters of intent, memoranda of understanding, and other offtake-related documents for development-stage projects, including, without limitation:
(a) Silverleaf Wind — a 600 MW onshore wind energy facility located in Irion County, Texas, with an expected commercial operation date in Q4 2024;
(b) Copper Basin Solar + Storage — a 750 MW solar photovoltaic facility paired with a 300 MW / 1,200 MWh battery energy storage system located in Riverside County, California, with an expected commercial operation date in Q2 2025; and
(c) All other development pipeline projects within the Company's 6.2 GW development pipeline.
Request Item II.C.2: Any responses to requests for proposals ("RFPs") submitted by the Company or its subsidiaries to utilities or other potential offtakers, utility procurement award letters, letters of selection, or notifications of regulatory approval of PPAs (including approvals by state public utility commissions) relating to development-stage projects.
III. ENGINEERING, PROCUREMENT, AND CONSTRUCTION (EPC) CONTRACTS
A. Operating Projects — EPC Contracts
Request Item III.A.1: All engineering, procurement, and construction agreements ("EPC Agreements"), or, where the engineering, procurement, and construction scope has been unbundled across separate contracts, all separate engineering agreements, procurement agreements, and construction agreements, for each operating project in the Company's portfolio, including, without limitation, the Solaris West, Red Mesa Wind, Painted Rock Solar, Pronghorn Wind, and Brazos Storage projects.
Request Item III.A.2: All amendments, change orders, variation orders, supplemental agreements, and any other documents modifying the scope, schedule, price, or terms of each EPC Agreement or unbundled agreement identified in response to Request Item III.A.1.
Request Item III.A.3: All certificates of substantial completion, certificates of final completion, and punch-list status reports for each operating project. This request includes any conditional acceptance certificates, provisional acceptance certificates, or similar interim completion certificates, together with any documentation of outstanding punch-list items and the scheduled or actual completion of such items.
Request Item III.A.4: All warranty agreements, warranty extensions, warranty transfer agreements, and documentation of warranty claims made or received under or in connection with each EPC Agreement for each operating project. This request includes any correspondence with EPC contractors relating to warranty coverage, defect notification, or remediation of warranted defects.
Request Item III.A.5: All performance guarantee certificates, performance test reports, and documentation of any liquidated damages calculations, liquidated damages payments, or liquidated damages disputes arising under the performance guarantee provisions of each EPC Agreement for each operating project.
B. Projects Under Construction — EPC Contracts
Request Item III.B.1: All EPC Agreements for the following projects currently under construction, including the full contract text, all exhibits, schedules, appendices, and ancillary documents incorporated by reference:
(a) Mesquite Wind — 420 MW onshore wind, Oldham County, Texas; and
(b) Cimarron Solar — 350 MW solar PV, Doña Ana County, New Mexico.
Request Item III.B.2: All amendments, change orders, variation orders, supplemental agreements, and any pending or disputed change orders for each EPC Agreement identified in response to Request Item III.B.1. With respect to any pending or disputed change orders, please provide a summary of the nature and amount of each such change order and the current status of negotiations or dispute resolution proceedings.
Request Item III.B.3: Current construction progress reports, schedule status reports (including critical-path analyses), and any notices of delay, force majeure notices, or extension-of-time claims submitted by or to the EPC contractors for the Mesquite Wind and Cimarron Solar projects. This request also includes any construction milestone schedules, updated baseline schedules, and earned-value analyses.
Request Item III.B.4: All performance security arrangements related to the EPC Agreements for projects under construction, including:
(a) Parent company guarantees or corporate guarantees provided by EPC contractors or their affiliates;
(b) Letters of credit issued in favor of the Company or its subsidiaries as security for EPC contractor performance;
(c) Surety bonds (including performance bonds, payment bonds, and any other surety instruments); and
(d) Retainage provisions and current retainage balances.
Request Item III.B.5: Current certificates of insurance and evidence of all required insurance coverage maintained by the EPC contractors for the Mesquite Wind and Cimarron Solar projects, including general liability, professional liability, workers' compensation, and any other coverages required under the EPC Agreements.
Request Item III.B.6: All dispute or claim correspondence exchanged between the Company (or its subsidiaries) and the EPC contractors for the Mesquite Wind and Cimarron Solar projects, including any formal notices of claim, responses to claims, dispute resolution notices, and mediation or arbitration filings.
C. Development Pipeline — EPC Contracts
Request Item III.C.1: Any executed, conditional, or indicative EPC contracts, term sheets, bid packages, or EPC selection letters for the following development-pipeline projects:
(a) Silverleaf Wind — 600 MW onshore wind, Irion County, Texas;
(b) Copper Basin Solar + Storage — 750 MW solar PV + 300 MW / 1,200 MWh BESS, Riverside County, California; and
(c) All other development-pipeline projects within the 6.2 GW pipeline.
Request Item III.C.2: All pre-construction services agreements, early works agreements, limited notice to proceed agreements, or similar preliminary construction agreements for any development-pipeline project.
IV. OPERATIONS AND MAINTENANCE (O&M) AGREEMENTS
A. Operating Projects — O&M Agreements
Request Item IV.A.1: All operations and maintenance agreements for each operating project in the Company's portfolio, including full-service wrap agreements (covering the entire facility), balance-of-plant O&M agreements, and component-specific O&M agreements (such as wind turbine generator service agreements, inverter maintenance agreements, battery management system maintenance agreements, or tracker maintenance agreements).
Request Item IV.A.2: All amendments, change orders, scope-modification agreements, and supplemental agreements to each O&M agreement identified in response to Request Item IV.A.1.
Request Item IV.A.3: A schedule of key terms for each O&M agreement identified in response to Request Item IV.A.1, including the following information (to the extent applicable):
(i) Contractor identity and parent company (if different);
(ii) Scope of services (full-service wrap, balance-of-plant, or component-specific);
(iii) Contract term, including commencement date, expiration date, and renewal or extension options;
(iv) Annual fee or pricing structure, including any fixed and variable components;
(v) Performance guarantees, including any availability guarantees (e.g., guaranteed turbine availability percentage);
(vi) Liquidated damages for failure to meet performance or availability guarantees;
(vii) Bonus or incentive payments for exceeding performance targets;
(viii) Termination provisions, including termination for convenience, termination for default, and applicable termination fees or wind-down costs;
(ix) Change-of-control provisions; and
(x) Assignment restrictions.
Request Item IV.A.4: Current O&M performance reports, annual or quarterly performance summaries, and any notices of underperformance, default, or breach issued by or to any O&M contractor. This request includes any correspondence relating to equipment failures, unplanned outages, or safety incidents.
B. Projects Under Construction and Development — O&M Agreements
Request Item IV.B.1: All executed or binding O&M agreements for the Mesquite Wind and Cimarron Solar projects under construction, and for any development-pipeline projects for which O&M agreements have been entered into.
Request Item IV.B.2: Any O&M term sheets, proposals, or letters of intent currently under negotiation for any project under construction or in the development pipeline.
V. INTERCONNECTION AGREEMENTS
A. Executed Interconnection Agreements
Request Item V.A.1: All generator interconnection agreements ("GIAs"), large generator interconnection agreements ("LGIAs"), small generator interconnection agreements, and facilities study agreements for each operating project and each project under construction. This request includes all interconnection agreements entered into with the applicable transmission owner, transmission provider, or independent system operator / regional transmission organization ("ISO/RTO"), including, without limitation, ERCOT, the Southwest Power Pool ("SPP"), the California Independent System Operator ("CAISO"), and any other applicable ISO/RTO.
Request Item V.A.2: All amendments, supplemental agreements, and letter agreements modifying the terms of any GIA, LGIA, or other interconnection agreement identified in response to Request Item V.A.1.
Request Item V.A.3: All interconnection facilities construction agreements, including agreements governing the design, engineering, procurement, construction, ownership, and cost allocation of interconnection facilities (including gen-tie lines, step-up substations, and switchyards).
Request Item V.A.4: All network upgrade agreements, including any provisions for the reimbursement of network upgrade costs by the applicable transmission provider or ISO/RTO, and any milestones or conditions governing the timing and amount of such reimbursements.
Request Item V.A.5: All transmission service agreements, including firm or non-firm point-to-point transmission service agreements, network integration transmission service agreements, and any other transmission arrangements for the delivery of energy from each project to the applicable delivery point under the relevant PPA or to the applicable market hub.
Request Item V.A.6: All notices, disputes, curtailment correspondence, curtailment reports, and any other material correspondence exchanged between the Company (or the applicable subsidiary) and the relevant transmission provider or ISO/RTO (including ERCOT, SPP, CAISO, and others as applicable) relating to interconnection, transmission service, or curtailment matters.
B. Development Pipeline — Interconnection
Request Item V.B.1: All documentation relating to interconnection queue positions for development-pipeline projects, including interconnection requests, queue confirmation letters, feasibility study reports, system impact study reports, facilities study reports, and cluster study reports, for the following projects and all other pipeline projects:
(a) Silverleaf Wind — 600 MW onshore wind, Irion County, Texas;
(b) Copper Basin Solar + Storage — 750 MW solar PV + 300 MW / 1,200 MWh BESS, Riverside County, California; and
(c) All other development-pipeline projects.
Request Item V.B.2: Documentation of all interconnection deposits, financial security postings, and milestone payments made or required in connection with the interconnection process for development-pipeline projects, including letters of credit, cash deposits, and any associated deposit agreements or security instruments.
VI. EQUIPMENT SUPPLY AGREEMENTS
A. Major Equipment — Operating and Under-Construction Projects
Request Item VI.A.1: All equipment supply agreements ("ESAs") for major equipment procured for each operating project and each project under construction, including, without limitation, the following categories of equipment:
(a) Wind turbine generator supply agreements, including agreements for the supply of nacelles, blades, towers, and foundations;
(b) Solar photovoltaic module supply agreements;
(c) Inverter supply agreements (string inverters and central inverters);
(d) Battery energy storage system supply agreements, including agreements for the supply of battery cells, modules, racks, battery management systems, and power conversion systems;
(e) Transformer supply agreements (including main power transformers, auxiliary transformers, and pad-mounted transformers);
(f) Tracker system supply agreements (for solar projects utilizing single-axis or dual-axis tracking systems); and
(g) Any other major equipment supply agreements not otherwise categorized above.
Request Item VI.A.2: All amendments, side letters, change orders, and supplemental agreements to each ESA identified in response to Request Item VI.A.1.
Request Item VI.A.3: All warranty terms, warranty certificates, warranty claim correspondence, and service-level agreements associated with equipment supply, including documentation of any warranty claims asserted by the Company or any of its subsidiaries against equipment suppliers, and any warranty claims asserted by equipment suppliers against the Company or its subsidiaries.
Request Item VI.A.4: Evidence of compliance with domestic content requirements, if applicable, including any certifications, affidavits, or supporting documentation submitted or received in connection with domestic content eligibility under the Buy American Act, applicable state procurement requirements, or any other domestic content standards applicable to the Company's projects.
Request Item VI.A.5: Any long-term service agreements ("LTSAs") that are bundled with or entered into in connection with equipment supply agreements, including turbine service agreements, inverter service agreements, and battery augmentation agreements.
B. Development Pipeline — Equipment Supply
Request Item VI.B.1: Any binding or conditional equipment supply agreements, reservation agreements, capacity reservation agreements, or framework agreements for the Silverleaf Wind, Copper Basin Solar + Storage, and other development-pipeline projects, including any agreements securing manufacturing capacity, delivery slots, or pricing for major equipment.
Request Item VI.B.2: Equipment procurement bid tabulations, award notices, and evaluation summaries for any development-pipeline project for which the Company has initiated a procurement process.
VII. LAND LEASE AND SITE CONTROL AGREEMENTS
Note: This Section VII is intended to be read in conjunction with the separate Due Diligence Request List — Real Property / Leases, which covers the full range of real property diligence matters. This section is limited to those land agreements that constitute material commercial contracts for purposes of the Form S-1 disclosure requirements.
Request Item VII.1: All master land lease agreements, surface-use agreements, ground leases, and similar agreements pursuant to which the Company or any of its subsidiaries holds the right to use, access, or develop each project site for each operating project, project under construction, and development-pipeline project.
Request Item VII.2: All royalty agreements, landowner production payment agreements, community benefit agreements, and good-neighbor agreements pursuant to which the Company or any of its subsidiaries makes payments to landowners, adjacent property owners, local communities, or other stakeholders in connection with the development or operation of each project.
Request Item VII.3: All access road agreements, shared-facility agreements, shared-infrastructure agreements, and similar agreements governing the shared use of roads, drainage infrastructure, utility corridors, or other facilities in connection with each project.
Request Item VII.4: Any option agreements, rights of first refusal, rights of first offer, or expansion rights related to project sites, including options to lease or acquire additional acreage for project expansion or future development.
VIII. TAX-EQUITY AND PROJECT-FINANCE RELATED COMMERCIAL AGREEMENTS
Note: This Section VIII is intended to be read in conjunction with the separate Due Diligence Request List — Debt and Financing, which covers credit agreements, term loan facilities, revolving credit facilities, and other financing arrangements. This section is limited to commercial contracts that are ancillary to or entered into in connection with tax-equity and project-finance structures.
Request Item VIII.1: All tax-equity partnership agreements and related commercial agreements for the Solaris West tax-equity partnership with Veltara Basin Financial LLC (approximately $280,000,000 invested; partnership flip expected in 2028), including, without limitation:
(a) The partnership agreement or limited liability company agreement for the tax-equity partnership vehicle, including all amendments, restatements, and capital account schedules;
(b) All capital contribution agreements, capital call notices, and true-up agreements;
(c) All administrative services agreements, management services agreements, and operating agreements between the Company (or its subsidiaries) and the tax-equity investor or the partnership vehicle;
(d) Any right-of-first-offer agreement, buyout agreement, call option agreement, or put option agreement relating to the purchase of the tax-equity investor's interest upon or following the partnership flip;
(e) Any indemnification agreements, tax-protection agreements, tax-benefit guarantee letters, or tax-loss guarantee agreements between the Company (or its subsidiaries) and the tax-equity investor; and
(f) Any other ancillary or side agreements entered into in connection with the Solaris West tax-equity partnership.
Request Item VIII.2: Any other tax-equity partnership agreements, sale-leaseback agreements, inverted lease pass-through agreements, or similar structured-finance commercial agreements for any other operating project, project under construction, or development-pipeline project.
Request Item VIII.3: All collateral agency agreements, depositary agreements, revenue account agreements, cash-management agreements, and similar cash-flow waterfall or account-control agreements, to the extent that such agreements constitute material commercial contracts separate from the related credit agreements or loan documents (which are covered in the Due Diligence Request List — Debt and Financing).
IX. MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTS
Request Item IX.1: The management-services agreement between the Company and Pinnacle Vista Capital Partners (the "Sponsor") or its management company, PVCM, pursuant to which the Sponsor provides management, advisory, and oversight services to the Company (currently at a fee of approximately $2,400,000 per year), including:
(a) The complete executed management-services agreement, including all exhibits and schedules;
(b) All amendments, fee-schedule modifications, and supplemental agreements;
(c) All termination provisions, including any provisions for termination upon an initial public offering, and the terms and conditions of any termination payment, tail fee, or other consideration payable to the Sponsor upon termination; and
(d) Any correspondence or notices relating to the anticipated termination of the management-services agreement in connection with the Proposed IPO.
Request Item IX.2: Any other management agreements, consulting agreements, advisory agreements, transaction-fee agreements, monitoring-fee agreements, or shared-services agreements between CBR or any of its subsidiaries, on the one hand, and Pinnacle Vista Capital Partners, PVCM, or any of their respective affiliates, partners, members, principals, or portfolio companies, on the other hand.
Request Item IX.3: Any intra-company services agreements, intercompany services agreements, or cost-sharing agreements among CBR, CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and the project-level SPVs, including agreements for the provision of corporate services, accounting services, treasury services, human resources, legal support, information technology, and similar shared corporate functions.
Request Item IX.4: Any asset-management agreements pursuant to which CBR or any of its subsidiaries manages, operates, or provides services with respect to renewable energy assets or projects owned by third parties. This request includes any management agreements with co-investors, joint venture partners, or unaffiliated asset owners.
X. INSURANCE-RELATED COMMERCIAL CONTRACTS
Note: This Section X is intended to be read in conjunction with the separate Due Diligence Request List — Insurance, which covers the full range of insurance diligence matters. This section is limited to material commercial contracts related to insurance procurement.
Request Item X.1: Any long-term insurance program agreements, insurance brokerage agreements with committed multi-year terms, fronting arrangements, captive insurance company arrangements, or self-insurance programs pursuant to which the Company or any of its subsidiaries procures, administers, or manages insurance coverage for its portfolio of projects.
Request Item X.2: All builder's risk insurance policies and related commercial contracts (including brokerage agreements and loss-adjustment agreements) for the Mesquite Wind and Cimarron Solar construction projects, including evidence of coverage amounts, deductibles, named insureds, additional insureds, and any endorsements or exclusions material to the construction scope.
XI. OTHER MATERIAL COMMERCIAL CONTRACTS
A. Joint Venture and Partnership Agreements
Request Item XI.A.1: Any joint venture agreements, co-development agreements, co-investment agreements, or partnership agreements (other than tax-equity partnership agreements covered in Section VIII) for any project in the Company's operating portfolio, projects under construction, or development pipeline, including any agreements with other renewable energy developers, financial investors, utilities, or strategic partners.
Request Item XI.A.2: Any earn-out agreements, milestone payment agreements, contingent consideration agreements, deferred purchase price agreements, or similar arrangements relating to the acquisition of any project currently in the Company's portfolio, including any agreements under which the Company may be required to make or receive future payments based on the achievement of specified performance, financial, or operational milestones.
B. Intellectual Property and Technology Licenses
Note: This Section XI.B is intended to be read in conjunction with the separate Due Diligence Request List — Intellectual Property, which covers the full range of intellectual property diligence matters.
Request Item XI.B.1: All material software license agreements, including licenses for:
(a) Supervisory control and data acquisition ("SCADA") systems;
(b) Energy management systems ("EMS");
(c) Asset performance monitoring and analytics platforms;
(d) Revenue metering and settlement software;
(e) Geographic information systems ("GIS") and site-assessment tools; and
(f) Enterprise resource planning ("ERP") and other corporate software systems, to the extent that the license involves annual fees or aggregate consideration exceeding $1,000,000.
Request Item XI.B.2: All technology license agreements, data-sharing agreements, data-processing agreements, satellite imagery or remote-sensing service agreements, and weather-data or meteorological service agreements pursuant to which the Company or its subsidiaries receives technology, data, or analytical services material to the development, construction, or operation of its projects.
C. Environmental and Permitting-Related Contracts
Note: This Section XI.C is intended to be read in conjunction with the separate Due Diligence Request List — Regulatory / Environmental / Permitting, which covers environmental compliance matters comprehensively.
Request Item XI.C.1: All material environmental consulting agreements, including the engagement of Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Principal Investigator) and any other environmental consultants, biologists, archaeologists, or cultural resource specialists retained in connection with the permitting and environmental review of the Company's projects.
Request Item XI.C.2: All habitat conservation plans ("HCPs"), incidental take permits, mitigation banking agreements, conservation easement agreements, wildlife monitoring agreements, avian and bat monitoring agreements, and environmental offset agreements entered into by the Company or any of its subsidiaries in connection with any project.
Request Item XI.C.3: All water supply agreements, water purchase agreements, wastewater discharge agreements, stormwater management agreements, and stormwater pollution prevention plan ("SWPPP") consulting agreements for each project.
D. Construction-Related Ancillary Contracts
Request Item XI.D.1: All geotechnical survey agreements, geotechnical investigation contracts, civil works subcontracts (including earthwork, grading, and erosion-control contracts), and road-building contracts entered into by the Company or any of its subsidiaries in connection with any project, to the extent that such contracts are separate from the EPC Agreements covered in Section III.
Request Item XI.D.2: All grid-connection agreements and substation construction agreements, to the extent that such agreements are separate from the EPC Agreements covered in Section III and the interconnection agreements covered in Section V.
Request Item XI.D.3: All commissioning agreements, testing agreements, and independent engineer engagement letters or agreements, including any agreements with independent engineers retained in connection with financing, tax-equity, or insurance matters.
E. Regulatory and Market Participation Agreements
Request Item XI.E.1: All ERCOT Qualified Scheduling Entity ("QSE") agreements, ERCOT market participant agreements, and ERCOT resource entity agreements for the Company's Texas-based projects.
Request Item XI.E.2: All market participation agreements, scheduling coordinator agreements, and resource-registration agreements with SPP, CAISO, or any other ISO/RTO applicable to the Company's projects.
Request Item XI.E.3: All Renewable Energy Certificate ("REC") purchase and sale agreements, including agreements for the sale of RECs generated by the Company's projects and any agreements for the purchase of RECs from third parties. This request also includes any agreements relating to the creation, tracking, or retirement of RECs through applicable tracking systems (e.g., ERCOT, WREGIS, or GATS).
Request Item XI.E.4: All capacity market agreements, resource-adequacy agreements, capacity supply obligations, and similar agreements pursuant to which the Company's projects provide capacity or resource-adequacy value to load-serving entities or other counterparties.
F. Material Vendor and Service Contracts
Request Item XI.F.1: Any vendor contract or service contract not otherwise covered by other sections of this Request List that involves annual consideration exceeding $1,000,000, or aggregate consideration exceeding $1,000,000 over the contract term.
Request Item XI.F.2: All master services agreements with recurring service providers, including, without limitation, agreements for:
(a) Vegetation management and mowing services;
(b) Site security and surveillance services;
(c) Drone inspection and aerial survey services;
(d) Meteorological services, including the installation and maintenance of meteorological towers and sensors;
(e) Panel cleaning and washing services (for solar projects);
(f) Road maintenance and site grading services; and
(g) Any other recurring site-services contracts.
G. Exclusivity, Non-Compete, and Restrictive Covenant Agreements
Request Item XI.G.1: Any exclusivity agreements, non-compete agreements, non-solicitation agreements, or restrictive covenant agreements between CBR or any of its subsidiaries, on the one hand, and any counterparty, on the other hand (other than employment-related restrictive covenants, which are addressed in a separate due diligence request list).
Request Item XI.G.2: A schedule identifying every material commercial contract that contains a right of first offer, right of first refusal, most-favored-nation provision, or similar preferential right in favor of or against the Company or any of its subsidiaries, including a summary of the scope, trigger events, and exercise mechanics of each such provision.
H. Settlement Agreements and Consent Orders
Request Item XI.H.1: All settlement agreements, consent orders, consent decrees, and agreed judgments arising from disputes under material commercial contracts, including any settlement agreements resolving claims related to equipment defects, construction delays, performance shortfalls, or contractual breaches.
Note: This request should be read in conjunction with the Due Diligence Request List — Litigation, which covers settlements arising from litigation matters more broadly. To the extent that a settlement agreement relates to both a material commercial contract and a litigation matter, a single production will suffice.
XII. CHANGE-OF-CONTROL AND ASSIGNMENT PROVISIONS
Request Item XII.1: A compiled schedule identifying every material contract of the Company and its subsidiaries that contains any of the following provisions:
(a) A change-of-control provision (howsoever defined);
(b) An assignment restriction or anti-assignment clause;
(c) A consent requirement triggered by a change in the direct or indirect ownership of the Company or any of its subsidiaries; or
(d) Any other provision that would be triggered, or could reasonably be expected to be triggered, by the Proposed IPO or any related transactions, including any change in Pinnacle Vista Capital Partners' percentage ownership of the Company following the Proposed IPO.
For each such contract identified, the schedule should include: (i) the contract name and counterparty, (ii) the relevant provision (including the applicable section reference), (iii) a summary of the trigger event and the consequence of triggering (e.g., consent required, notice required, counterparty termination right, acceleration of obligations), and (iv) whether the provision is expected to be triggered by the Proposed IPO based on the anticipated post-IPO ownership structure.
Request Item XII.2: Copies of all required consent forms, consent request letters, notice forms, and waiver forms under the provisions identified in response to Request Item XII.1, including any template or standard forms provided by counterparties.
Request Item XII.3: Identification of each material contract that requires counterparty consent to the Proposed IPO (as distinguished from contracts requiring only notice), together with a status report on the process of obtaining each such consent, including: (a) the date the consent request was submitted (if applicable), (b) the counterparty's response or anticipated response, (c) any conditions imposed by the counterparty, and (d) the expected timeline for obtaining consent.
XIII. TERMINATED, EXPIRED, AND DISPUTED CONTRACTS
Request Item XIII.1: All material contracts of the Company and its subsidiaries that have been terminated within the past three years (from January 1, 2019 through the date of production), including:
(a) The contract itself (or a summary if the contract is no longer available);
(b) All termination notices;
(c) All settlement agreements, release agreements, and mutual termination agreements entered into in connection with the termination; and
(d) Any post-termination obligations that remain outstanding (e.g., indemnification obligations, confidentiality obligations, or tail-period covenants).
Request Item XIII.2: All material contracts of the Company and its subsidiaries that expire within the next twelve months (through March 2023), including a description of any available renewal options, extension options, or evergreen provisions, and an indication of whether the Company intends to exercise any such renewal or extension rights.
Request Item XIII.3: All material contracts of the Company and its subsidiaries that are currently the subject of a dispute, arbitration, mediation, or other formal dispute-resolution proceeding, or that are the subject of alleged default, breach, or non-performance by either party, including:
(a) The contract itself;
(b) All default notices, breach notices, and cure notices;
(c) Any demand letters or pre-arbitration correspondence; and
(d) A summary of the nature of the dispute, the amounts in controversy, and the current status of any dispute-resolution proceedings.
XIV. CONTRACT SUMMARY SCHEDULE
Request Item XIV.1: A master schedule or contract register listing all material commercial contracts of CBR and its subsidiaries, organized by project (and, within each project, by contract category), including the following information for each contract:
Request Item XIV.2: If available, a data-room index or virtual data-room access link for all contract documents, organized in a manner consistent with the structure of this Request List. If the Company maintains an existing contract management database or register, a current extract of that database would be helpful.
XV. SUPPLEMENTAL REQUESTS AND CONTACT INFORMATION
A. Reservation of Rights
Calderwood & Harkness LLP reserves the right to submit supplemental or follow-up due diligence requests as the due diligence process progresses and as additional information becomes available. This Request List is not intended to be exhaustive, and the submission of supplemental requests should not be construed as an acknowledgment that the matters covered by such supplemental requests were not encompassed by this Request List. The Company's obligation to produce responsive documents is a continuing obligation, and we request that the Company supplement its production on a rolling basis as additional responsive documents are identified, executed, or received.
B. Contact Information
All questions regarding this Request List, or the production of documents in response hereto, should be directed to the following representatives of Calderwood & Harkness LLP:
Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Direct: (212) 558-4721
Email: brendan.walsh@calderwoodharkness.com
Natasha Forbes Working Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Direct: (212) 558-4865
Email: natasha.forbes@calderwoodharkness.com
C. Company Point of Contact
We respectfully request that CBR designate a single point of contact to coordinate the collection and production of all documents responsive to this Request List. We suggest that Sandra Haverford, General Counsel & Corporate Secretary, or Priya Anand, Senior Vice President, Finance & Treasurer, serve in this capacity, but we defer to the Company's preference.
D. Confidentiality
All documents produced in response to this Request List will be treated as confidential and will be subject to the terms of the confidentiality and common-interest agreement entered into among the parties in connection with the Proposed IPO. The Company is reminded that this Request List and the documents produced in response hereto are protected by the attorney-client privilege and the attorney work product doctrine, and should not be disclosed to any third party without the prior written consent of outside counsel.
SIGNATURE AND ACKNOWLEDGMENT
This Due Diligence Request List — Material Contracts has been prepared and submitted by Calderwood & Harkness LLP in its capacity as outside counsel to Calloway-Briggs Renewables Inc. in connection with the Proposed IPO.
PREPARED BY:
________________________________________
Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Date: March 21, 2022
REVIEWED AND APPROVED BY:
________________________________________
Jennifer Kwon Responsible Partner, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Date: March 21, 2022
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT This document and the information contained herein are privileged and confidential. Any unauthorized review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please contact Calderwood & Harkness LLP immediately and destroy all copies. C&H Matter No. 1015-00001
Matter: | Calloway-Briggs Renewables Inc. — Proposed Initial Public Offering of Approximately $600,000,000 of Common Stock
C&H Matter No.: | 1015-00001
Prepared by: | Brendan Walsh, Lead Associate, Capital Markets, Calderwood & Harkness LLP
Reviewed by: | Jennifer Kwon, Responsible Partner, Capital Markets, Calderwood & Harkness LLP
Date: | March 21, 2022
Classification: | Confidential — Attorney-Client Privilege / Attorney Work Product
Field | Description
Contract Type | Category (e.g., PPA, EPC, O&M, Interconnection, ESA, Land Lease, Tax-Equity, Other)
Counterparty | Full legal name of the counterparty
Execution Date | Date of execution or effective date
Term | Contract term and expiration date
Key Economic Terms | Contract price, annual consideration, or aggregate committed value
Renewal/Extension Provisions | Summary of any renewal, extension, or evergreen provisions
Termination Provisions | Summary of termination rights (for convenience, for default, and any associated termination fees)
Change-of-Control Provisions | Summary of any change-of-control provisions (cross-referencing Section XII as applicable)
Current Status | Active, expired, terminated, in dispute, or other
Amendments | Number and dates of amendments
Filed as Exhibit | Whether the contract is expected to be filed as an exhibit to the Form S-1