[sheet: Overview]

Field	Detail
Matter Number	1015-00001
Client	Calloway-Briggs Renewables Inc.
Proposed Ticker	CBRI
Exchange	New York Stock Exchange
Aggregate Offering Size	$600,000,000
Assumed Midpoint Price	$22.00 per share
Issuer's Counsel	Calderwood & Harkness LLP
Responsible Partner	Jennifer Kwon
Lead Associate	Brendan Walsh
Working Associate	Natasha Forbes
Tax Specialist Partner	Leonard Cross
Billing Partner	Theodore Langston
Underwriters' Counsel	Prescott, Danforth & Yee LLP (Margaret Yee)
Selling Stockholder's Counsel	Whitfield Archer & Doss LLP (Christine Navarro / Philip Archer)
Lead-Left Book-Runner	Hargrove Keating & Co. (Oliver Marchetti)
Independent Auditor	Ashford & Pemberton LLP (Gregory Sondheim)
Current Status	Dormant — offering postponed June 17, 2022
Date Dormancy Commenced	June 17, 2022
Last SEC Action	Oral clearance indicated June 14, 2022 (subject to pricing amendment)
Last S-1 Amendment Filed	Amendment No. 2 — June 10, 2022 (EDGAR Accession No. 0001948372-22-000003)
SEC CIK	0001948372
FY 2021 Fiscal Year-End	December 31, 2021
Q1 2022 Interim Financials As-Of Date	March 31, 2022
Reason for Dormancy	Deterioration of renewables-sector IPO window and adverse market conditions

Checklist Prepared By	Natasha Forbes, Calderwood & Harkness LLP
Checklist Date	June 20, 2022
Reference Memorandum	Dormancy / Shelf-Life Memorandum dated June 20, 2022

[sheet: Financial Statements]

Item #	Workstream	Checklist Item	Detailed Description / Requirements	Responsible Party	Third-Party Contact	Deadline / Trigger	Current Status	Notes / Dependencies
FS-01	Financial Statements	FY 2022 Audited Financial Statements	If reactivation occurs after May 15, 2023 (135 days after December 31, 2022 fiscal year-end), FY 2022 audited consolidated financial statements must be included in amended S-1. Ashford & Pemberton LLP to complete audit. FY 2019 financials may be dropped (three-year requirement: FY 2020, FY 2021, FY 2022).	Marcus Yoon (CFO), Priya Anand (SVP Finance & Treasurer)	Gregory Sondheim / Irene Valdez — Ashford & Pemberton LLP	Must be completed before S-1 amendment filing; Reg S-X Rule 8-08 staleness triggers	Not yet initiated — pending reactivation decision	Coordinate with A&P on audit timeline; typical 60–90 day audit cycle. EGC status (revenue < $1.235B) permits scaled disclosures.
FS-02	Financial Statements	Interim (Quarterly) Unaudited Financial Statements	Updated unaudited interim financial statements for the most recent completed fiscal quarter must be included if more than 135 days have elapsed since the end of the most recently completed fiscal year included in the S-1. For example, if filing in Q2 2023, Q1 2023 interim statements required.	Marcus Yoon (CFO), Priya Anand (SVP Finance & Treasurer)	Gregory Sondheim — Ashford & Pemberton LLP (review engagement)	Determined by filing date relative to quarterly periods	Not yet initiated	Current S-1 includes Q1 2022 interim data ($131.4M revenue). Must be refreshed.
FS-03	Financial Statements	Selected Financial Data Update	Update Selected Financial Data section to include any new annual or interim periods. FY 2021 data: Revenue $487.3M, Adj. EBITDA $218.6M, Net Income $41.7M, Total Assets $3.94B, Total Debt $1.71B.	Brendan Walsh / Natasha Forbes	Marcus Yoon (CBR)	Concurrent with financial statement update	Not yet initiated	Prior periods: FY 2019 Rev $312.8M; FY 2020 Rev $401.5M.
FS-04	Financial Statements	MD&A Refresh	Update Management's Discussion and Analysis to cover new fiscal periods, including revenue drivers, Adjusted EBITDA reconciliation, liquidity analysis, and project portfolio developments (Mesquite Wind expected COD Q3 2022; Cimarron Solar expected COD Q1 2023).	Brendan Walsh / Natasha Forbes	Marcus Yoon, Priya Anand (CBR)	Concurrent with financial statement update	Not yet initiated	Key metrics to update: operating capacity (was 3.8 GW), construction status (was 1.4 GW under construction), development pipeline (was 6.2 GW).
FS-05	Financial Statements	Capitalization Table and Dilution Analysis Update	Refresh capitalization table and dilution analysis with updated balance sheet data. Current assumptions: 100M pre-IPO shares; 23,713,636 base shares; 3,559,091 overallotment shares; post-IPO base 123,713,636; post-IPO full exercise 127,272,727. Confirm assumed $22.00 midpoint price still appropriate.	Brendan Walsh / Natasha Forbes	Marcus Yoon (CBR); Oliver Marchetti (Hargrove Keating)	Concurrent with financial statement and valuation updates	Not yet initiated	Pre-money valuation was $2.2B; post-money (base) was $2.72B; EV/EBITDA ~19.4x. Reassess pricing range with underwriters.
FS-06	Financial Statements	Pro Forma Financial Information	Update any pro forma adjustments reflecting use of proceeds ($200M Term Loan B repayment, $100M Cimarron Solar construction, ~$71.7M general corporate), changes in debt levels (Term Loan B outstanding was $612.5M), and any interim transactions.	Brendan Walsh / Natasha Forbes	Priya Anand (CBR); Gregory Sondheim (A&P)	Concurrent with S-1 amendment	Not yet initiated	Confirm prepayment premium estimate (1.00% × $200M = $2.0M) with Veltrano National Bank.
FS-07	Financial Statements	HLBV Methodology Disclosure Update	Confirm HLBV accounting methodology disclosures remain current and adequate per SEC feedback. Second-round comments addressed HLBV methodology; confirm no further changes needed. Coordinate with Kessler McBride & Associates LLP (Alan Kessler / Linda McBride).	Leonard Cross / Natasha Forbes	Gregory Sondheim (A&P); Alan Kessler (KMA)	Concurrent with S-1 amendment	Resolved in rett. No. 2 — confirm no new developments	SEC second-round comments (7 total) included HLBV methodology clarification.
FS-08	Financial Statements	Non-GAAP Reconciliation Update	Update Adjusted EBITDA reconciliation to GAAP net income for new periods. Ensure compliance with SEC guidance on non-GAAP measures addressed in prior comment rounds.	Brendan Walsh / Natasha Forbes	Marcus Yoon (CBR); Gregory Sondheim (A&P)	Concurrent with S-1 amendment	Not yet initiated	SEC second-round comments addressed non-GAAP reconciliation disclosure.

[sheet: Comfort Letter]

Item #	Workstream	Checklist Item	Detailed Description / Requirements	Responsible Party	Third-Party Contact	Deadline / Trigger	Current Status	Notes / Dependencies
CL-01	Comfort Letter	New Comfort Letter Request from Underwriters	Underwriters (via Hargrove Keating & Co.) to issue new comfort letter request to Ashford & Pemberton LLP under SAS 72 / AU-C 920 procedures covering updated audited and interim financial statements. Three circle-ups planned (initial, bring-down at pricing, and closing).	Jennifer Kwon / Brendan Walsh	Oliver Marchetti / Daniel Furman (Hargrove Keating); Margaret Yee (PD&Y)	At least 4–6 weeks before anticipated pricing	Not yet initiated — prior draft comfort letter dated June 8, 2022 is stale	Prior comfort letter covered FY 2019–2021 audited and Q1 2022 interim. New letter must cover updated periods.
CL-02	Comfort Letter	Ashford & Pemberton Engagement Confirmation	Confirm A&P's continued engagement as independent registered public accounting firm and availability for comfort-letter procedures. Verify no independence issues have arisen during dormancy.	Natasha Forbes	Gregory Sondheim / Irene Valdez — Ashford & Pemberton LLP	Upon reactivation decision	Not yet initiated	A&P served as auditor for FY 2019, FY 2020, FY 2021.
CL-03	Comfort Letter	C&H Review of New Comfort Letter Draft	Calderwood & Harkness to review new draft comfort letter for scope, procedures, change-period coverage, tick-and-tie results, and any exceptions or qualifications.	Natasha Forbes	Gregory Sondheim (A&P)	Upon receipt of draft from A&P	Not yet initiated	Cross-reference to prior comfort letter review memorandum.

[sheet: D&O Insurance]

Item #	Workstream	Checklist Item	Detailed Description / Requirements	Responsible Party	Third-Party Contact	Deadline / Trigger	Current Status	Notes / Dependencies
DO-01	D&O Insurance	Obtain Updated D&O Insurance Quotes	Request refreshed quotes for the IPO D&O tower from Dravello Place Insurance Advisors LLC. Current tower: $50M aggregate (Primary: Meridian National Assurance Company, policy DNO-22-048871; Excess Layer 1: Stonebridge Indemnity Corp.; Excess Layer 2: Commonwealth Omnivrel Insurance Ltd.). Annual premium was $1.87M. Market conditions may have changed premiums.	Sandra Haverford (CBR GC)	Nina Radcliffe — Dravello Place Insurance Advisors LLC	At least 30 days before anticipated pricing	Not yet initiated — prior quotes obtained April 2022	Confirm Side A DIC non-rescindable coverage from Meridian National. Assess need for additional excess layers or increased aggregate.
DO-02	D&O Insurance	Run-Off / Tail Policy Assessment	Evaluate whether pre-IPO D&O tail coverage is needed and whether existing policies provide adequate run-off protection. Coordinate with Fenwick Place.	Brendan Walsh	Nina Radcliffe — Dravello Place Insurance Advisors LLC	Concurrent with D&O quote refresh	Not yet initiated	Reference prior D&O Insurance Coverage Memorandum.
DO-03	D&O Insurance	Bind New / Renewed D&O Policies	Execute binders for IPO D&O policies effective as of IPO closing date. Confirm all carriers (Meridian National, Stonebridge Indemnity, Commonwealth Fidelity) are willing to renew or replace.	Sandra Haverford (CBR GC)	Nina Radcliffe — Dravello Place Insurance Advisors LLC	Before IPO closing	Not yet initiated	S-1 disclosure to reference D&O coverage.

[sheet: Market Assessment]

Item #	Workstream	Checklist Item	Detailed Description / Requirements	Responsible Party	Third-Party Contact	Deadline / Trigger	Current Status	Notes / Dependencies
MA-01	Market Assessment	Hargrove Keating Market-Conditions Assessment	Obtain comprehensive market-conditions update from Hargrove Keating & Co. (lead-left book-runner) regarding the renewables-sector IPO window, comparable company valuations, and investor appetite. Joint book-runners (Linden Pratt Securities, Graymont Brothers) and co-managers (Barfield Stuart, Crane Whitley Capital) to provide supplemental input.	Jennifer Kwon	Oliver Marchetti / Sonia Tran — Hargrove Keating & Co.	Quarterly check-ins during dormancy; formal assessment before reactivation decision	Ongoing — quarterly updates recommended per dormancy memorandum	Offering was postponed due to closed renewables-sector IPO window. Reactivation contingent on favorable market re-opening.
MA-02	Market Assessment	Updated Valuation and Pricing Range Analysis	Reassess assumed $22.00 per share midpoint IPO price and $600M aggregate offering size. Update EV/EBITDA multiple analysis (was ~19.4x on FY 2021 EBITDA of $218.6M). Consider updated financial performance, comparable transactions, and market multiples.	Jennifer Kwon / Brendan Walsh	Oliver Marchetti (Hargrove Keating); Rebecca Innes (Linden Pratt); Kenneth Sato (Graymont Brothers)	Before filing updated S-1 amendment with pricing range	Not yet initiated	Pre-money equity valuation was $2.2B; post-money (base) $2.72B; enterprise value ~$4.25B.
MA-03	Market Assessment	Investor Relations / Roadshow Preparation	Coordinate with Broadmark Strategic Communications Inc. (Jason Eklund) on updated IPO communications strategy, revised roadshow materials, analyst-day planning, and updated investor presentation reflecting new financial data.	Sandra Haverford (CBR)	Jason Eklund — Broadmark Strategic Communications Inc.	2–4 weeks before anticipated roadshow launch	Not yet initiated	Prior roadshow preparation was underway before dormancy.
MA-04	Market Assessment	Underwriter Syndicate Confirmation	Confirm all syndicate members remain committed to the offering: Hargrove Keating (40% allocation), Linden Pratt (25%), Graymont Brothers (20%), Barfield Stuart (10%), Crane Whitley Capital (5%). Verify no personnel changes affecting key contacts.	Jennifer Kwon	All underwriter contacts	Upon reactivation decision	Not yet initiated	Gross spread of 5.50% and allocation percentages subject to reconfirmation.

[sheet: Lock-Up Agreements]

Item #	Workstream	Checklist Item	Detailed Description / Requirements	Responsible Party	Third-Party Contact	Deadline / Trigger	Current Status	Notes / Dependencies
LU-01	Lock-Up Agreements	Assess Validity of Existing Lock-Up Agreements	Review 18 identified lock-up signatories (directors, officers, Pinnacle Vista Capital Partners III LP, and holders of ≥1% of pre-IPO common stock). As of June 17, 2022, 15 of 18 were executed. Determine whether executed lock-ups remain valid or require re-execution due to passage of time, change in terms, or change in offering details.	Brendan Walsh	Margaret Yee (PD&Y — underwriters' counsel); Christine Navarro (WA&D — Pinnacle Vista counsel)	Upon reactivation decision	15 of 18 executed as of June 17, 2022; 3 outstanding	Lock-up period: 180 days following date of final prospectus. Release subject to written consent of Hargrove Keating or occurrence of a Change of Control.
LU-02	Lock-Up Agreements	Re-Execute or Obtain Outstanding Lock-Up Agreements	Obtain executed lock-ups from the 3 remaining signatories who had not yet signed. Circulate refreshed lock-up forms if terms change (e.g., pricing range, offering size). Lock-up carve-outs: transfers to affiliates, estate-planning transfers, 10b5-1 plan adoption (not execution), pledges to lenders.	Brendan Walsh / Natasha Forbes	Sandra Haverford (CBR); Christine Navarro (WA&D)	Before pricing	3 outstanding from pre-dormancy; full re-execution may be required	Lock-up signatories include: Garrett Calloway, Elaine Briggs, Marcus Yoon, Sandra Haverford, Dale Renfroe, Priya Anand, Tomás Quintero, Rachel Whitmore, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, Richard Estavez, Pinnacle Vista Capital Partners III LP, and other ≥1% holders (approx. 18 total).
LU-03	Lock-Up Agreements	Confirm Board and Officer Roster for Lock-Up Purposes	Verify no changes to the board of directors or executive officer roster since June 2022. If new directors or officers appointed, obtain lock-up agreements from them. Current board: Calloway, Briggs, Pemberton, Kovac, Okoro, Liang, Estavez. Current officers: Calloway, Briggs, Yoon, Haverford, Renfroe, Anand, Quintero, Whitmore.	Natasha Forbes	Sandra Haverford (CBR GC & Corporate Secretary)	Upon reactivation decision	Not yet initiated	Any personnel changes also affect Management and Board section of S-1.

[sheet: Overview]
Field | Detail
Matter Number | 1015-00001
Client | Calloway-Briggs Renewables Inc.
Proposed Ticker | CBRI
Exchange | New York Stock Exchange
Aggregate Offering Size | $600,000,000
Assumed Midpoint Price | $22.00 per share
Issuer's Counsel | Calderwood & Harkness LLP
Responsible Partner | Jennifer Kwon
Lead Associate | Brendan Walsh
Working Associate | Natasha Forbes
Tax Specialist Partner | Leonard Cross
Billing Partner | Theodore Langston
Underwriters' Counsel | Prescott, Danforth & Yee LLP (Margaret Yee)
Selling Stockholder's Counsel | Whitfield Archer & Doss LLP (Christine Navarro / Philip Archer)
Lead-Left Book-Runner | Hargrove Keating & Co. (Oliver Marchetti)
Independent Auditor | Ashford & Pemberton LLP (Gregory Sondheim)
Current Status | Dormant — offering postponed June 17, 2022
Date Dormancy Commenced | June 17, 2022
Last SEC Action | Oral clearance indicated June 14, 2022 (subject to pricing amendment)
Last S-1 Amendment Filed | Amendment No. 2 — June 10, 2022 (EDGAR Accession No. 0001948372-22-000003)
SEC CIK | 0001948372
FY 2021 Fiscal Year-End | December 31, 2021
Q1 2022 Interim Financials As-Of Date | March 31, 2022
Reason for Dormancy | Deterioration of renewables-sector IPO window and adverse market conditions
Checklist Prepared By | Natasha Forbes, Calderwood & Harkness LLP
Checklist Date | June 20, 2022
Reference Memorandum | Dormancy / Shelf-Life Memorandum dated June 20, 2022
[sheet: Financial Statements]
Item # | Workstream | Checklist Item | Detailed Description / Requirements | Responsible Party | Third-Party Contact | Deadline / Trigger | Current Status | Notes / Dependencies
FS-01 | Financial Statements | FY 2022 Audited Financial Statements | If reactivation occurs after May 15, 2023 (135 days after December 31, 2022 fiscal year-end), FY 2022 audited consolidated financial statements must be included in amended S-1. Ashford & Pemberton LLP to complete audit. FY 2019 financials may be dropped (three-year requirement: FY 2020, FY 2021, FY 2022). | Marcus Yoon (CFO), Priya Anand (SVP Finance & Treasurer) | Gregory Sondheim / Irene Valdez — Ashford & Pemberton LLP | Must be completed before S-1 amendment filing; Reg S-X Rule 8-08 staleness triggers | Not yet initiated — pending reactivation decision | Coordinate with A&P on audit timeline; typical 60–90 day audit cycle. EGC status (revenue < $1.235B) permits scaled disclosures.
FS-02 | Financial Statements | Interim (Quarterly) Unaudited Financial Statements | Updated unaudited interim financial statements for the most recent completed fiscal quarter must be included if more than 135 days have elapsed since the end of the most recently completed fiscal year included in the S-1. For example, if filing in Q2 2023, Q1 2023 interim statements required. | Marcus Yoon (CFO), Priya Anand (SVP Finance & Treasurer) | Gregory Sondheim — Ashford & Pemberton LLP (review engagement) | Determined by filing date relative to quarterly periods | Not yet initiated | Current S-1 includes Q1 2022 interim data ($131.4M revenue). Must be refreshed.
FS-03 | Financial Statements | Selected Financial Data Update | Update Selected Financial Data section to include any new annual or interim periods. FY 2021 data: Revenue $487.3M, Adj. EBITDA $218.6M, Net Income $41.7M, Total Assets $3.94B, Total Debt $1.71B. | Brendan Walsh / Natasha Forbes | Marcus Yoon (CBR) | Concurrent with financial statement update | Not yet initiated | Prior periods: FY 2019 Rev $312.8M; FY 2020 Rev $401.5M.
FS-04 | Financial Statements | MD&A Refresh | Update Management's Discussion and Analysis to cover new fiscal periods, including revenue drivers, Adjusted EBITDA reconciliation, liquidity analysis, and project portfolio developments (Mesquite Wind expected COD Q3 2022; Cimarron Solar expected COD Q1 2023). | Brendan Walsh / Natasha Forbes | Marcus Yoon, Priya Anand (CBR) | Concurrent with financial statement update | Not yet initiated | Key metrics to update: operating capacity (was 3.8 GW), construction status (was 1.4 GW under construction), development pipeline (was 6.2 GW).
FS-05 | Financial Statements | Capitalization Table and Dilution Analysis Update | Refresh capitalization table and dilution analysis with updated balance sheet data. Current assumptions: 100M pre-IPO shares; 23,713,636 base shares; 3,559,091 overallotment shares; post-IPO base 123,713,636; post-IPO full exercise 127,272,727. Confirm assumed $22.00 midpoint price still appropriate. | Brendan Walsh / Natasha Forbes | Marcus Yoon (CBR); Oliver Marchetti (Hargrove Keating) | Concurrent with financial statement and valuation updates | Not yet initiated | Pre-money valuation was $2.2B; post-money (base) was $2.72B; EV/EBITDA ~19.4x. Reassess pricing range with underwriters.
FS-06 | Financial Statements | Pro Forma Financial Information | Update any pro forma adjustments reflecting use of proceeds ($200M Term Loan B repayment, $100M Cimarron Solar construction, ~$71.7M general corporate), changes in debt levels (Term Loan B outstanding was $612.5M), and any interim transactions. | Brendan Walsh / Natasha Forbes | Priya Anand (CBR); Gregory Sondheim (A&P) | Concurrent with S-1 amendment | Not yet initiated | Confirm prepayment premium estimate (1.00% × $200M = $2.0M) with Veltrano National Bank.
FS-07 | Financial Statements | HLBV Methodology Disclosure Update | Confirm HLBV accounting methodology disclosures remain current and adequate per SEC feedback. Second-round comments addressed HLBV methodology; confirm no further changes needed. Coordinate with Kessler McBride & Associates LLP (Alan Kessler / Linda McBride). | Leonard Cross / Natasha Forbes | Gregory Sondheim (A&P); Alan Kessler (KMA) | Concurrent with S-1 amendment | Resolved in rett. No. 2 — confirm no new developments | SEC second-round comments (7 total) included HLBV methodology clarification.
FS-08 | Financial Statements | Non-GAAP Reconciliation Update | Update Adjusted EBITDA reconciliation to GAAP net income for new periods. Ensure compliance with SEC guidance on non-GAAP measures addressed in prior comment rounds. | Brendan Walsh / Natasha Forbes | Marcus Yoon (CBR); Gregory Sondheim (A&P) | Concurrent with S-1 amendment | Not yet initiated | SEC second-round comments addressed non-GAAP reconciliation disclosure.
[sheet: Comfort Letter]
Item # | Workstream | Checklist Item | Detailed Description / Requirements | Responsible Party | Third-Party Contact | Deadline / Trigger | Current Status | Notes / Dependencies
CL-01 | Comfort Letter | New Comfort Letter Request from Underwriters | Underwriters (via Hargrove Keating & Co.) to issue new comfort letter request to Ashford & Pemberton LLP under SAS 72 / AU-C 920 procedures covering updated audited and interim financial statements. Three circle-ups planned (initial, bring-down at pricing, and closing). | Jennifer Kwon / Brendan Walsh | Oliver Marchetti / Daniel Furman (Hargrove Keating); Margaret Yee (PD&Y) | At least 4–6 weeks before anticipated pricing | Not yet initiated — prior draft comfort letter dated June 8, 2022 is stale | Prior comfort letter covered FY 2019–2021 audited and Q1 2022 interim. New letter must cover updated periods.
CL-02 | Comfort Letter | Ashford & Pemberton Engagement Confirmation | Confirm A&P's continued engagement as independent registered public accounting firm and availability for comfort-letter procedures. Verify no independence issues have arisen during dormancy. | Natasha Forbes | Gregory Sondheim / Irene Valdez — Ashford & Pemberton LLP | Upon reactivation decision | Not yet initiated | A&P served as auditor for FY 2019, FY 2020, FY 2021.
CL-03 | Comfort Letter | C&H Review of New Comfort Letter Draft | Calderwood & Harkness to review new draft comfort letter for scope, procedures, change-period coverage, tick-and-tie results, and any exceptions or qualifications. | Natasha Forbes | Gregory Sondheim (A&P) | Upon receipt of draft from A&P | Not yet initiated | Cross-reference to prior comfort letter review memorandum.
[sheet: D&O Insurance]
Item # | Workstream | Checklist Item | Detailed Description / Requirements | Responsible Party | Third-Party Contact | Deadline / Trigger | Current Status | Notes / Dependencies
DO-01 | D&O Insurance | Obtain Updated D&O Insurance Quotes | Request refreshed quotes for the IPO D&O tower from Dravello Place Insurance Advisors LLC. Current tower: $50M aggregate (Primary: Meridian National Assurance Company, policy DNO-22-048871; Excess Layer 1: Stonebridge Indemnity Corp.; Excess Layer 2: Commonwealth Omnivrel Insurance Ltd.). Annual premium was $1.87M. Market conditions may have changed premiums. | Sandra Haverford (CBR GC) | Nina Radcliffe — Dravello Place Insurance Advisors LLC | At least 30 days before anticipated pricing | Not yet initiated — prior quotes obtained April 2022 | Confirm Side A DIC non-rescindable coverage from Meridian National. Assess need for additional excess layers or increased aggregate.
DO-02 | D&O Insurance | Run-Off / Tail Policy Assessment | Evaluate whether pre-IPO D&O tail coverage is needed and whether existing policies provide adequate run-off protection. Coordinate with Fenwick Place. | Brendan Walsh | Nina Radcliffe — Dravello Place Insurance Advisors LLC | Concurrent with D&O quote refresh | Not yet initiated | Reference prior D&O Insurance Coverage Memorandum.
DO-03 | D&O Insurance | Bind New / Renewed D&O Policies | Execute binders for IPO D&O policies effective as of IPO closing date. Confirm all carriers (Meridian National, Stonebridge Indemnity, Commonwealth Fidelity) are willing to renew or replace. | Sandra Haverford (CBR GC) | Nina Radcliffe — Dravello Place Insurance Advisors LLC | Before IPO closing | Not yet initiated | S-1 disclosure to reference D&O coverage.
[sheet: Market Assessment]
Item # | Workstream | Checklist Item | Detailed Description / Requirements | Responsible Party | Third-Party Contact | Deadline / Trigger | Current Status | Notes / Dependencies
MA-01 | Market Assessment | Hargrove Keating Market-Conditions Assessment | Obtain comprehensive market-conditions update from Hargrove Keating & Co. (lead-left book-runner) regarding the renewables-sector IPO window, comparable company valuations, and investor appetite. Joint book-runners (Linden Pratt Securities, Graymont Brothers) and co-managers (Barfield Stuart, Crane Whitley Capital) to provide supplemental input. | Jennifer Kwon | Oliver Marchetti / Sonia Tran — Hargrove Keating & Co. | Quarterly check-ins during dormancy; formal assessment before reactivation decision | Ongoing — quarterly updates recommended per dormancy memorandum | Offering was postponed due to closed renewables-sector IPO window. Reactivation contingent on favorable market re-opening.
MA-02 | Market Assessment | Updated Valuation and Pricing Range Analysis | Reassess assumed $22.00 per share midpoint IPO price and $600M aggregate offering size. Update EV/EBITDA multiple analysis (was ~19.4x on FY 2021 EBITDA of $218.6M). Consider updated financial performance, comparable transactions, and market multiples. | Jennifer Kwon / Brendan Walsh | Oliver Marchetti (Hargrove Keating); Rebecca Innes (Linden Pratt); Kenneth Sato (Graymont Brothers) | Before filing updated S-1 amendment with pricing range | Not yet initiated | Pre-money equity valuation was $2.2B; post-money (base) $2.72B; enterprise value ~$4.25B.
MA-03 | Market Assessment | Investor Relations / Roadshow Preparation | Coordinate with Broadmark Strategic Communications Inc. (Jason Eklund) on updated IPO communications strategy, revised roadshow materials, analyst-day planning, and updated investor presentation reflecting new financial data. | Sandra Haverford (CBR) | Jason Eklund — Broadmark Strategic Communications Inc. | 2–4 weeks before anticipated roadshow launch | Not yet initiated | Prior roadshow preparation was underway before dormancy.
MA-04 | Market Assessment | Underwriter Syndicate Confirmation | Confirm all syndicate members remain committed to the offering: Hargrove Keating (40% allocation), Linden Pratt (25%), Graymont Brothers (20%), Barfield Stuart (10%), Crane Whitley Capital (5%). Verify no personnel changes affecting key contacts. | Jennifer Kwon | All underwriter contacts | Upon reactivation decision | Not yet initiated | Gross spread of 5.50% and allocation percentages subject to reconfirmation.
[sheet: Lock-Up Agreements]
Item # | Workstream | Checklist Item | Detailed Description / Requirements | Responsible Party | Third-Party Contact | Deadline / Trigger | Current Status | Notes / Dependencies
LU-01 | Lock-Up Agreements | Assess Validity of Existing Lock-Up Agreements | Review 18 identified lock-up signatories (directors, officers, Pinnacle Vista Capital Partners III LP, and holders of ≥1% of pre-IPO common stock). As of June 17, 2022, 15 of 18 were executed. Determine whether executed lock-ups remain valid or require re-execution due to passage of time, change in terms, or change in offering details. | Brendan Walsh | Margaret Yee (PD&Y — underwriters' counsel); Christine Navarro (WA&D — Pinnacle Vista counsel) | Upon reactivation decision | 15 of 18 executed as of June 17, 2022; 3 outstanding | Lock-up period: 180 days following date of final prospectus. Release subject to written consent of Hargrove Keating or occurrence of a Change of Control.
LU-02 | Lock-Up Agreements | Re-Execute or Obtain Outstanding Lock-Up Agreements | Obtain executed lock-ups from the 3 remaining signatories who had not yet signed. Circulate refreshed lock-up forms if terms change (e.g., pricing range, offering size). Lock-up carve-outs: transfers to affiliates, estate-planning transfers, 10b5-1 plan adoption (not execution), pledges to lenders. | Brendan Walsh / Natasha Forbes | Sandra Haverford (CBR); Christine Navarro (WA&D) | Before pricing | 3 outstanding from pre-dormancy; full re-execution may be required | Lock-up signatories include: Garrett Calloway, Elaine Briggs, Marcus Yoon, Sandra Haverford, Dale Renfroe, Priya Anand, Tomás Quintero, Rachel Whitmore, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, Richard Estavez, Pinnacle Vista Capital Partners III LP, and other ≥1% holders (approx. 18 total).
LU-03 | Lock-Up Agreements | Confirm Board and Officer Roster for Lock-Up Purposes | Verify no changes to the board of directors or executive officer roster since June 2022. If new directors or officers appointed, obtain lock-up agreements from them. Current board: Calloway, Briggs, Pemberton, Kovac, Okoro, Liang, Estavez. Current officers: Calloway, Briggs, Yoon, Haverford, Renfroe, Anand, Quintero, Whitmore. | Natasha Forbes | Sandra Haverford (CBR GC & Corporate Secretary) | Upon reactivation decision | Not yet initiated | Any personnel changes also affect Management and Board section of S-1.

[sheet: Overview]

Record

Parties

Dates

Amounts