1015-00001 · Graymont Brothers Inc · Selling Stockholder

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PINNACLE VISTA CAPITAL PARTNERS III, LP c/o Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, NY 10021

____, 2022

Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

Attention: Sandra Haverford, General Counsel & Corporate Secretary

Hargrove Keating & Co. as Representative of the Several Underwriters 383 Madison Place New York, NY 10017

Attention: Oliver Marchetti, Managing Director, Equity Capital Markets

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

Attention: Jennifer Kwon

Re: Selling Stockholder Representation Letter — Proposed Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc.

Ladies and Gentlemen:

This letter (this "Representation Letter") is delivered by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR" or the "Company"), pursuant to a Registration Statement on Form S-1 (SEC CIK 0001948372) initially filed confidentially with the Securities and Exchange Commission (the "SEC") pursuant to Title I of the Jumpstart Our Business Startups Act (the "JOBS Act") and amended thereafter (as so amended through the date hereof, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus"), relating to the Offering.

The Selling Stockholder understands that CBR, the Selling Stockholder, and the several underwriters named therein (collectively, the "Underwriters"), for which Hargrove Keating & Co. is acting as representative (the "Representative"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the sale by the Company and the Selling Stockholder of shares of Common Stock to the Underwriters. Pursuant to the terms of the Underwriting Agreement, the Selling Stockholder proposes to sell 6,818,182 shares of Common Stock (the "Secondary Shares") in the Offering, representing approximately $150,000,000 in aggregate proceeds at the assumed midpoint offering price of $22.00 per share (before deducting underwriting discounts and commissions). The aggregate Offering size is approximately $600,000,000 (inclusive of the Underwriters' option to purchase up to an additional number of shares to cover overallotments), of which the base Offering is approximately $521,700,000. The Company is selling primary shares in the Offering representing approximately $371,700,000 in aggregate gross proceeds, or approximately 16,895,455 shares of Common Stock at the assumed midpoint offering price.

The Selling Stockholder is a Delaware limited partnership. Pinnacle Vista Capital Management LLC, a Delaware limited liability company ("PVCM"), serves as the sole general partner of the Selling Stockholder and has full power and authority to act on behalf of the Selling Stockholder in all matters relating to the Offering, the Underwriting Agreement, and this Representation Letter.

Reference is made to the Selling Stockholder Questionnaire previously completed and delivered by the Selling Stockholder to the Company and its counsel (the "Questionnaire"), which is incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Underwriting Agreement.

In furtherance of the Offering and in order to induce the Company and the Underwriters to proceed with the Offering and to enter into the Underwriting Agreement, the Selling Stockholder hereby makes the following representations, warranties, acknowledgments, and agreements:

Section 1: Representations and Warranties of the Selling Stockholder

1.1 Organization and Good Standing.

The Selling Stockholder hereby represents and warrants that Pinnacle Vista Capital Partners III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Selling Stockholder has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Pinnacle Vista Capital Management LLC, the sole general partner of the Selling Stockholder, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority under the limited partnership agreement of the Selling Stockholder (the "Partnership Agreement") and under applicable law to execute, deliver, and perform all obligations on behalf of the Selling Stockholder in connection with the Offering, the Underwriting Agreement, and the other transactions contemplated hereby and thereby. No authorization, approval, or consent of any limited partner of the Selling Stockholder is required under the Partnership Agreement or applicable law in connection with the transactions contemplated by this Representation Letter, other than such authorizations, approvals, or consents as have already been obtained.

1.2 Authorization and Power.

The Selling Stockholder has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under each of the Underwriting Agreement, the Custody Agreement dated as of the date hereof between the Selling Stockholder and Hargrove Keating & Co. (the "Custody Agreement"), the Power of Attorney dated as of the date hereof executed by the Selling Stockholder (the "Power of Attorney"), the Lock-Up Agreement (as defined in Section 3 below), and this Representation Letter (collectively, the "Selling Stockholder Documents"). The execution, delivery, and performance of the Selling Stockholder Documents, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of the Selling Stockholder, including all requisite approvals by PVCM, as general partner of the Selling Stockholder, and, to the extent required under the Partnership Agreement, any requisite approvals by the advisory committee or limited partner advisory board of the Selling Stockholder. Each Selling Stockholder Document has been, or when executed will be, duly executed and delivered by, or on behalf of, the Selling Stockholder and constitutes, or when executed and delivered will constitute, a legal, valid, and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

1.3 Ownership of Shares.

(a) The Selling Stockholder represents and warrants that it is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of approximately 62,000,000 shares of Common Stock of CBR, representing approximately 62% of the fully diluted pre-IPO Common Stock (based on 100,000,000 shares of Common Stock outstanding immediately prior to the Offering, calculated on a fully diluted basis giving effect to the exercise or conversion of all outstanding options, warrants, convertible securities, and other rights to acquire shares of Common Stock). The Selling Stockholder's ownership of such shares is accurately reflected in the Registration Statement and the Prospectus, including in the table captioned "Principal and Selling Stockholders" and in the section captioned "Certain Relationships and Related-Party Transactions."

(b) The Secondary Shares (consisting of 6,818,182 shares of Common Stock) to be sold by the Selling Stockholder in the Offering are owned by the Selling Stockholder free and clear of all liens, pledges, encumbrances, equities, security interests, charges, claims, options, rights of first refusal, preemptive rights, or other restrictions or limitations of any nature whatsoever (collectively, "Liens"), except for:

(i) restrictions on transfer arising under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder;

(ii) restrictions on transfer arising under the Amended and Restated Stockholders' Agreement, dated as of March 15, 2017 (as amended from time to time, the "Stockholders' Agreement"), among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "Founders"), which restrictions will be satisfied or waived in connection with the Offering; and

(iii) restrictions arising under the Lock-Up Agreement described in Section 3 of this Representation Letter.

(c) Upon delivery of the Secondary Shares by the Selling Stockholder against payment therefor as contemplated in the Underwriting Agreement and in accordance with the provisions of the Custody Agreement, the purchasers of such shares (including the Underwriters) will acquire good and valid title to such shares, free and clear of all Liens (other than any Liens created by or through the actions of such purchasers themselves). No consent, approval, or waiver of any holder of any securities of the Company, or any other person or entity, is required in connection with the sale and delivery of the Secondary Shares by the Selling Stockholder in the Offering that has not been obtained or will not be obtained prior to the closing of the Offering.

1.4 No Conflicts.

The execution, delivery, and performance of the Selling Stockholder Documents by the Selling Stockholder, and the sale and delivery of the Secondary Shares by the Selling Stockholder as contemplated therein, will not:

(a) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, the Partnership Agreement, the limited liability company agreement of PVCM, or any other organizational documents of the Selling Stockholder or PVCM;

(b) violate, conflict with, or result in a breach of any law, statute, rule, regulation, order, judgment, injunction, or decree of any court, governmental agency, or regulatory body applicable to the Selling Stockholder, PVCM, or any of their respective properties or assets, including, without limitation, any applicable federal or state securities laws or the rules and regulations of any securities exchange or self-regulatory organization;

(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or result in the creation or imposition of any Lien upon any of the properties or assets of the Selling Stockholder (including the Secondary Shares) under, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument or obligation to which the Selling Stockholder or PVCM is a party or by which the Selling Stockholder, PVCM, or any of their respective properties or assets is bound or subject; or

(d) result in any violation of, or require any filing with, or consent, approval, authorization, or order of, any court, governmental agency, or regulatory body (other than registration under the Securities Act, compliance with applicable state securities or "blue sky" laws, and filings required by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the New York Stock Exchange ("NYSE")).

1.5 Consents and Approvals.

No consent, approval, authorization, license, permit, registration, qualification, or order of, or filing with, any court, governmental agency, regulatory body, or any third party is required for the valid execution, delivery, and performance of the Selling Stockholder Documents by the Selling Stockholder, or for the sale and delivery of the Secondary Shares by the Selling Stockholder as contemplated therein, except:

(a) such consents, approvals, authorizations, and filings as have been obtained or made prior to the date hereof;

(b) the registration of the Secondary Shares under the Securities Act pursuant to the Registration Statement;

(c) such qualifications or registrations as may be required under applicable state securities or "blue sky" laws in connection with the purchase and distribution of the Secondary Shares by the Underwriters (all of which qualifications or registrations will be effected by the Company prior to the closing of the Offering);

(d) filings required by FINRA in connection with the Offering; and

(e) such other consents, approvals, authorizations, or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by the Selling Stockholder Documents.

1.6 Accuracy of Information in Questionnaire and Registration Statement.

(a) All information provided by the Selling Stockholder in the Questionnaire is true, correct, and complete in all material respects as of the date on which the Questionnaire was completed and delivered and as of the date of this Representation Letter. The Selling Stockholder has not omitted from the Questionnaire any information that would be material to the Company, the Underwriters, or any investor in connection with the Offering.

(b) All information relating to the Selling Stockholder contained in the Registration Statement and the Prospectus (including, without limitation, the information set forth in the sections captioned "Principal and Selling Stockholders," "Certain Relationships and Related-Party Transactions," and "Security Ownership of Certain Beneficial Owners and Management"), to the extent such information was provided by or on behalf of the Selling Stockholder or is based upon information so provided, is true, correct, and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) Without limiting the generality of the foregoing, the Selling Stockholder specifically confirms the accuracy and completeness, in all material respects, of the following information as set forth in the Registration Statement and the Prospectus:

(i) The Selling Stockholder's pre-IPO beneficial ownership consists of approximately 62,000,000 shares of Common Stock, representing approximately 62% of the fully diluted Common Stock of the Company;

(ii) The number of Secondary Shares to be sold by the Selling Stockholder in the Offering is 6,818,182 shares;

(iii) The Selling Stockholder's post-IPO beneficial ownership of Common Stock (to be calculated based on final pricing and to be set forth in the final Prospectus, reflecting both the base offering scenario and the full-exercise of the overallotment option scenario) is accurately described in the Registration Statement, subject to adjustment based on the final offering price and the final number of shares sold;

(iv) Pinnacle Vista Capital Management LLC serves as the sole general partner of the Selling Stockholder, and Hugh Pemberton and Diane Kovac are Co-Founders and Managing Partners of Pinnacle Vista Capital Management LLC;

(v) The Selling Stockholder is Pinnacle Vista Series III Fund, a 2016 vintage private equity fund with an aggregate fund size of approximately $4.8 billion;

(vi) The Selling Stockholder's initial investment in CBR was approximately $385 million, made in 2017, and a follow-on investment of approximately $120 million was made in 2019, bringing the Selling Stockholder's aggregate invested capital in CBR to approximately $505 million; and

(vii) Pursuant to the Stockholders' Agreement, the Selling Stockholder has the right to designate two members to the Board of Directors of the Company (the "Board"), and Hugh Pemberton and Diane Kovac currently serve on the Board as non-independent investor-designee directors.

1.7 No Undisclosed Arrangements.

(a) Except as disclosed in the Registration Statement and the Prospectus, the Selling Stockholder does not have any plan, arrangement, agreement, or understanding, directly or indirectly, with any person or entity to distribute, or cause to be distributed, any shares of Common Stock of CBR, whether or not such shares are held by the Selling Stockholder or by any affiliate of the Selling Stockholder, other than the sale of the Secondary Shares through the Underwriters in the Offering as contemplated by the Underwriting Agreement.

(b) The Selling Stockholder is not selling the Secondary Shares as part of any plan, scheme, or arrangement to evade the registration requirements of the Securities Act. The Selling Stockholder has not, directly or indirectly, entered into any arrangement or agreement to hedge, short, or otherwise reduce the economic risk associated with its ownership of shares of Common Stock of the Company, other than as may be disclosed in the Registration Statement.

(c) Except as disclosed in the Registration Statement and the Prospectus, neither the Selling Stockholder nor any of its affiliates has, during the twelve months preceding the date of this Representation Letter, sold or transferred, or agreed to sell or transfer, any shares of Common Stock of the Company or any securities convertible into or exchangeable for shares of Common Stock to any person or entity other than in connection with the Offering.

Section 2: FINRA Representations

2.1 No FINRA Restricted Person Affiliation.

The Selling Stockholder hereby represents and warrants that neither the Selling Stockholder nor any of its affiliates (as defined in FINRA Rule 5130) is a "participating member" or an "associated person of a participating member" as those terms are defined in FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) (formerly the NASD Free-Riding and Withholding Interpretation). The Selling Stockholder further represents that, to the knowledge of the Selling Stockholder after reasonable inquiry, no limited partner of the Selling Stockholder that is a "restricted person" within the meaning of FINRA Rule 5130 has any interest in the Secondary Shares or will receive any portion of the proceeds from the sale of the Secondary Shares, except to the extent permitted under the exemptions set forth in FINRA Rule 5130, including the de minimis exemption set forth in Rule 5130(d)(3) for interests in pooled investment vehicles.

2.2 No FINRA Member Affiliation.

No officer, director, general partner, managing member, or person occupying a similar status or performing a similar function on behalf of the Selling Stockholder, and no person directly or indirectly controlling, controlled by, or under common control with the Selling Stockholder, is a member firm of FINRA or a person associated with a member firm of FINRA within the meaning of FINRA's rules and bylaws. Neither Hugh Pemberton, Diane Kovac, nor any other principal of PVCM is registered as a representative or associated person of any FINRA member firm. None of the limited partners of the Selling Stockholder, to the knowledge of the Selling Stockholder, is a FINRA member firm that holds an interest in the Selling Stockholder in excess of the thresholds that would require disclosure under FINRA's rules in connection with the Offering.

2.3 No Underwriting Compensation.

The Selling Stockholder has not paid and will not pay, directly or indirectly, any underwriting compensation, finders' fees, consulting fees, or other consideration or remuneration of any kind to any FINRA member firm, or any affiliate or associated person of a FINRA member firm, in connection with the Offering, other than the underwriting discount (consisting of a gross spread of 5.50% of the public offering price per share) payable to the Underwriters as set forth in the Underwriting Agreement. The Selling Stockholder has not, during the 180-day period preceding the filing of the Registration Statement, made any payments or provided any consideration to any FINRA member firm or associated person thereof in connection with any advisory, consulting, financial advisory, or similar engagement relating to the Company or the Offering. The Selling Stockholder confirms that no portion of the proceeds from the sale of the Secondary Shares will be paid, directly or indirectly, to any FINRA member or associated person, other than the underwriting discount described above.

2.4 FINRA Rule 5110 Compliance.

The Selling Stockholder represents and warrants that it has no information that would be required to be disclosed in the FINRA corporate financing application filed with FINRA in connection with the Offering (FINRA Filing No. 20221129-01) that has not been so disclosed by the Company or the Underwriters in such filing. The Selling Stockholder further represents that it is not a "venture capital" or similar investor that would trigger any exception, special reporting obligation, or additional disclosure requirement under FINRA Rule 5110 (FINRA Corporate Financing Rule — Underwriting Terms and Arrangements) that has not already been disclosed to the Company and the Underwriters. The Selling Stockholder agrees to promptly notify the Company and the Representative if it becomes aware of any facts or circumstances that would require amendment of, or additional disclosure in, any FINRA filing made in connection with the Offering.

Section 3: Lock-Up Acknowledgment

The Selling Stockholder acknowledges and confirms that it has executed (or will execute prior to the commencement of the Offering) a Lock-Up Agreement in the form attached hereto (the "Lock-Up Agreement") providing for a lock-up period commencing on the date of the final Prospectus and continuing for a period of 180 days following such date (the "Lock-Up Period"). The Selling Stockholder represents and agrees that, during the Lock-Up Period, it will not, directly or indirectly:

(a) offer, sell, contract to sell, or otherwise transfer or dispose of any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock (other than the Secondary Shares sold in the Offering);

(b) pledge, hypothecate, or grant any security interest in any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock;

(c) grant any option, right, or warrant to purchase any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock;

(d) enter into any swap, hedge, short sale, forward contract, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock of CBR, whether any such transaction is to be settled by delivery of Common Stock, other securities, in cash, or otherwise; or

(e) publicly disclose the intention to do any of the foregoing;

provided, however, that the foregoing restrictions shall not apply to:

(i) transfers of shares of Common Stock to any affiliate of the Selling Stockholder (including any successor fund or parallel fund managed by PVCM or its affiliates), provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period;

(ii) transfers for bona fide estate-planning purposes, including transfers to a trust for the direct or indirect benefit of the Selling Stockholder or any of its partners or their respective family members, provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period;

(iii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan is made voluntarily during the Lock-Up Period;

(iv) pledges of shares of Common Stock to one or more lending institutions as collateral for bona fide indebtedness, provided that any foreclosure or other disposition of such shares during the Lock-Up Period shall remain subject to the restrictions set forth above; and

(v) transfers of shares of Common Stock in connection with a bona fide distribution to the limited partners of the Selling Stockholder, provided that each distributee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period.

The Selling Stockholder further acknowledges that early release from the Lock-Up Agreement prior to the expiration of the Lock-Up Period is subject to (a) the prior written consent of Hargrove Keating & Co. in its sole discretion, or (b) the occurrence of a Change of Control (as defined in the Lock-Up Agreement) of the Company.

The Selling Stockholder acknowledges that the Lock-Up Agreement is a material inducement to the Underwriters to proceed with the Offering, and that there are approximately 18 signatories to lock-up agreements executed in connection with the Offering, including all directors and executive officers of the Company and all holders of 1% or more of the pre-IPO Common Stock.

Section 4: Tax Representations

The Selling Stockholder hereby represents, warrants, and agrees as follows with respect to tax matters in connection with the Offering:

(a) The Selling Stockholder has furnished, or will furnish prior to the closing of the Offering, its correct U.S. taxpayer identification number (Employer Identification Number) to the Company and its transfer agent.

(b) The Selling Stockholder is not a "foreign person" within the meaning of Sections 1445 and 1446 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. Without limiting the generality of the foregoing, the Selling Stockholder is a partnership organized under the laws of the State of Delaware, and its principal place of business is in the United States.

(c) On or prior to the closing of the Offering, the Selling Stockholder will deliver to the Company (or its transfer agent or paying agent, as applicable) a properly completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or applicable substitute form, certifying, among other things, that the Selling Stockholder is not subject to backup withholding under Section 3406 of the Code.

(d) To the extent that any withholding obligation arises with respect to the sale of the Secondary Shares or the distribution of proceeds therefrom, the Selling Stockholder shall cooperate with the Company and its agents to provide any additional certifications, representations, or documentation as may be reasonably required to minimize or eliminate such withholding.

Section 5: Custody and Power of Attorney Confirmation

(a) The Selling Stockholder confirms that it has delivered, or will deliver prior to the commencement of the Offering, share certificates (or evidence of book-entry positions with the Company's transfer agent, Camberwell Services Inc.) representing the Secondary Shares (6,818,182 shares of Common Stock) into the custody of Hargrove Keating & Co. pursuant to the terms and conditions of the Custody Agreement. The Selling Stockholder acknowledges that the shares so deposited will be held in custody by Hargrove Keating & Co. pending the closing of the Offering and shall be available for delivery to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement.

(b) The Selling Stockholder confirms that it has executed, or will execute prior to the commencement of the Offering, an irrevocable Power of Attorney in the form previously approved by the Selling Stockholder, appointing each of Hugh Pemberton, Diane Kovac, and Sandra Haverford (each an "Attorney-in-Fact"), acting individually, as attorneys-in-fact and agents for the Selling Stockholder, with full power and authority to execute and deliver the Underwriting Agreement, the Pricing Agreement (including the determination of the final public offering price and the final number of Secondary Shares to be sold), and any amendments, supplements, or modifications thereto, on behalf of the Selling Stockholder. The Power of Attorney shall remain in full force and effect until the earlier of (i) the completion of the Offering (including the closing of any exercise of the overallotment option) and (ii) the termination of the Underwriting Agreement in accordance with its terms.

(c) The Selling Stockholder confirms and agrees that all actions taken by any Attorney-in-Fact under the Power of Attorney, within the scope of the authority granted therein, shall be binding upon the Selling Stockholder as though such actions were taken by the Selling Stockholder directly. The Selling Stockholder shall not revoke the Power of Attorney without the prior written consent of the Company and the Representative, except in the event of termination of the Underwriting Agreement.

Section 6: Registration Rights and Stockholders' Agreement Acknowledgments

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

(i) Demand Registration Rights: The Selling Stockholder has the right, subject to certain conditions and limitations set forth in the Registration Rights Agreement, to require the Company to file a registration statement under the Securities Act covering the resale of shares of Common Stock held by the Selling Stockholder;

(ii) Piggyback Registration Rights: In the event that the Company proposes to register shares of Common Stock for sale to the public (whether for its own account or for the account of any other stockholder), the Selling Stockholder has the right to include its shares of Common Stock in such registration, subject to customary cutback provisions in the event of an underwritten offering; and

(iii) S-3 Shelf Registration Rights: Following the Company's eligibility to register shares on Form S-3, the Selling Stockholder has the right to require the Company to file and maintain a shelf registration statement on Form S-3 covering the resale of shares of Common Stock held by the Selling Stockholder and its permitted transferees.

(b) The Selling Stockholder further acknowledges and confirms that it is a party to the Amended and Restated Stockholders' Agreement among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "A&R Stockholders' Agreement"), which will become effective upon the closing of the Offering and which provides, among other things, for:

(i) Board Designation Rights: The Selling Stockholder has the right to designate two members to the Board for so long as it beneficially owns 20% or more of the outstanding Common Stock, one member for so long as it beneficially owns 10% or more (but less than 20%) of the outstanding Common Stock, and no members if its beneficial ownership falls below 10% of the outstanding Common Stock (the "Step-Down Schedule");

(ii) Transfer Restrictions: Certain restrictions on the transfer of shares of Common Stock held by the Selling Stockholder, including rights of first refusal and tag-along/drag-along rights, subject to customary exceptions for transfers to affiliates, distributions to limited partners, and transfers in connection with registered public offerings;

(iii) Standstill Provisions: The Selling Stockholder agrees to be subject to certain standstill restrictions limiting its ability to acquire additional shares of Common Stock or take specified actions with respect to the Company without the approval of the Board (or a committee thereof) for a period of two years following the closing of the Offering, subject to customary exceptions; and

(iv) Information Rights: The Selling Stockholder shall be entitled to receive certain financial and operating information from the Company on a periodic basis, subject to confidentiality obligations.

(c) The Selling Stockholder represents and confirms that the sale of the Secondary Shares in the Offering is consistent with the terms and conditions of the Registration Rights Agreement and the A&R Stockholders' Agreement, and that no provision of either such agreement prohibits, restricts, or conditions the sale of the Secondary Shares by the Selling Stockholder in the Offering in any manner that has not been satisfied or waived. All required notices to the Company and the other parties to such agreements in connection with the sale of the Secondary Shares have been duly given.

Section 7: Ongoing Obligations

(a) The Selling Stockholder agrees to promptly notify CBR (through Sandra Haverford, General Counsel & Corporate Secretary), the Representative (through Oliver Marchetti, Managing Director, Equity Capital Markets), and counsel to the Company and the Underwriters if, at any time from the date hereof through and including the date of the closing of the Offering (including the closing of any exercise of the overallotment option), any of the representations or warranties set forth in this Representation Letter becomes inaccurate or incomplete in any material respect, or if the Selling Stockholder becomes aware of any event or circumstance that would cause any such representation or warranty to become inaccurate or incomplete in any material respect.

(b) The Selling Stockholder agrees to furnish promptly to CBR, the Underwriters, and their respective counsel (including Calderwood & Harkness LLP, counsel to the Company, Prescott, Danforth & Yee LLP, counsel to the Underwriters, and Whitfield Archer & Doss LLP, counsel to the Selling Stockholder) such additional information, documents, certificates, and other materials as any of them may reasonably request in connection with the preparation, filing, or amendment of the Registration Statement, the preparation or distribution of the Prospectus (including any preliminary prospectus and any supplement thereto), the Underwriting Agreement, or any applicable FINRA, NYSE, or other regulatory filings.

(c) The Selling Stockholder agrees to cooperate fully with the Company and the Underwriters in connection with the Offering, including, without limitation, by making the principals of PVCM (including Hugh Pemberton and Diane Kovac) reasonably available for due diligence discussions, investor presentations, roadshow appearances, and such other activities as the Company and the Representative may reasonably request.

Section 8: Indemnification

The Selling Stockholder acknowledges and agrees that it will be subject to the indemnification and contribution provisions set forth in Article VII (or the equivalent provisions) of the Underwriting Agreement with respect to any losses, claims, damages, liabilities, or expenses (including reasonable attorneys' fees and expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any preliminary prospectus, or any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Selling Stockholder for use in the Registration Statement, the Prospectus, any preliminary prospectus, or any amendment or supplement thereto. The Selling Stockholder's obligations under such indemnification and contribution provisions shall be subject to the limitations and conditions set forth in the Underwriting Agreement, including any limitation on the aggregate amount of the Selling Stockholder's indemnification and contribution obligations to the net proceeds received by the Selling Stockholder from the sale of the Secondary Shares.

Section 9: Governing Law

This Representation Letter shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Representation Letter, and hereby waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 10: Miscellaneous

(a) Counterparts. This Representation Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Representation Letter by facsimile or portable document format (.pdf) transmission shall be effective as delivery of a manually executed counterpart of this Representation Letter.

(b) Binding Effect. This Representation Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives. Neither this Representation Letter nor any rights or obligations hereunder may be assigned by the Selling Stockholder without the prior written consent of the Company and the Representative.

(c) Headings. The section headings contained in this Representation Letter are for reference purposes only and shall not affect in any way the meaning or interpretation of this Representation Letter.

(d) Entire Agreement. This Representation Letter, together with the Underwriting Agreement, the Custody Agreement, the Power of Attorney, the Lock-Up Agreement, and the Questionnaire, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.

(e) Amendments. This Representation Letter may not be amended, modified, or supplemented except by an instrument in writing signed by the Selling Stockholder, the Company, and the Representative.

(f) Survival. The representations, warranties, agreements, and acknowledgments of the Selling Stockholder set forth in this Representation Letter shall survive the closing of the Offering and shall remain in full force and effect regardless of any investigation made by or on behalf of any party hereto or any indemnified party.

[Remainder of this page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO SELLING STOCKHOLDER REPRESENTATION LETTER

IN WITNESS WHEREOF, the undersigned has executed this Representation Letter as of the date first written above.

PINNACLE VISTA CAPITAL PARTNERS III, LP

By: Pinnacle Vista Capital Management LLC,

its General Partner

By: ________

Name: Hugh Pemberton

Title: Co-Founder & Managing Partner

Date: ________

ACKNOWLEDGMENT AND COUNTERSIGNATURE

The undersigned hereby acknowledge receipt of the foregoing Selling Stockholder Representation Letter and confirm their agreement to the terms and provisions set forth therein to the extent applicable to such undersigned party.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Sandra Haverford

Title: General Counsel & Corporate Secretary

Date: ________

HARGROVE KEATING & CO. as Representative of the Several Underwriters

By: ________

Name: Oliver Marchetti

Title: Managing Director, Equity Capital Markets

Date: ________

Enclosures:

1. Selling Stockholder Questionnaire (previously delivered)

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

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

4. Custody Agreement (executed or to be executed)

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

PINNACLE VISTA CAPITAL PARTNERS III, LP c/o Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, NY 10021
____, 2022
Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Attention: Sandra Haverford, General Counsel & Corporate Secretary
Hargrove Keating & Co. as Representative of the Several Underwriters 383 Madison Place New York, NY 10017
Attention: Oliver Marchetti, Managing Director, Equity Capital Markets
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Jennifer Kwon
Re: Selling Stockholder Representation Letter — Proposed Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc.
Ladies and Gentlemen:
This letter (this "Representation Letter") is delivered by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR" or the "Company"), pursuant to a Registration Statement on Form S-1 (SEC CIK 0001948372) initially filed confidentially with the Securities and Exchange Commission (the "SEC") pursuant to Title I of the Jumpstart Our Business Startups Act (the "JOBS Act") and amended thereafter (as so amended through the date hereof, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus"), relating to the Offering.
The Selling Stockholder understands that CBR, the Selling Stockholder, and the several underwriters named therein (collectively, the "Underwriters"), for which Hargrove Keating & Co. is acting as representative (the "Representative"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the sale by the Company and the Selling Stockholder of shares of Common Stock to the Underwriters. Pursuant to the terms of the Underwriting Agreement, the Selling Stockholder proposes to sell 6,818,182 shares of Common Stock (the "Secondary Shares") in the Offering, representing approximately $150,000,000 in aggregate proceeds at the assumed midpoint offering price of $22.00 per share (before deducting underwriting discounts and commissions). The aggregate Offering size is approximately $600,000,000 (inclusive of the Underwriters' option to purchase up to an additional number of shares to cover overallotments), of which the base Offering is approximately $521,700,000. The Company is selling primary shares in the Offering representing approximately $371,700,000 in aggregate gross proceeds, or approximately 16,895,455 shares of Common Stock at the assumed midpoint offering price.
The Selling Stockholder is a Delaware limited partnership. Pinnacle Vista Capital Management LLC, a Delaware limited liability company ("PVCM"), serves as the sole general partner of the Selling Stockholder and has full power and authority to act on behalf of the Selling Stockholder in all matters relating to the Offering, the Underwriting Agreement, and this Representation Letter.
Reference is made to the Selling Stockholder Questionnaire previously completed and delivered by the Selling Stockholder to the Company and its counsel (the "Questionnaire"), which is incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Underwriting Agreement.
In furtherance of the Offering and in order to induce the Company and the Underwriters to proceed with the Offering and to enter into the Underwriting Agreement, the Selling Stockholder hereby makes the following representations, warranties, acknowledgments, and agreements:
Section 1: Representations and Warranties of the Selling Stockholder
1.1 Organization and Good Standing.
The Selling Stockholder hereby represents and warrants that Pinnacle Vista Capital Partners III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Selling Stockholder has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Pinnacle Vista Capital Management LLC, the sole general partner of the Selling Stockholder, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority under the limited partnership agreement of the Selling Stockholder (the "Partnership Agreement") and under applicable law to execute, deliver, and perform all obligations on behalf of the Selling Stockholder in connection with the Offering, the Underwriting Agreement, and the other transactions contemplated hereby and thereby. No authorization, approval, or consent of any limited partner of the Selling Stockholder is required under the Partnership Agreement or applicable law in connection with the transactions contemplated by this Representation Letter, other than such authorizations, approvals, or consents as have already been obtained.
1.2 Authorization and Power.
The Selling Stockholder has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under each of the Underwriting Agreement, the Custody Agreement dated as of the date hereof between the Selling Stockholder and Hargrove Keating & Co. (the "Custody Agreement"), the Power of Attorney dated as of the date hereof executed by the Selling Stockholder (the "Power of Attorney"), the Lock-Up Agreement (as defined in Section 3 below), and this Representation Letter (collectively, the "Selling Stockholder Documents"). The execution, delivery, and performance of the Selling Stockholder Documents, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of the Selling Stockholder, including all requisite approvals by PVCM, as general partner of the Selling Stockholder, and, to the extent required under the Partnership Agreement, any requisite approvals by the advisory committee or limited partner advisory board of the Selling Stockholder. Each Selling Stockholder Document has been, or when executed will be, duly executed and delivered by, or on behalf of, the Selling Stockholder and constitutes, or when executed and delivered will constitute, a legal, valid, and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
1.3 Ownership of Shares.
(a) The Selling Stockholder represents and warrants that it is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of approximately 62,000,000 shares of Common Stock of CBR, representing approximately 62% of the fully diluted pre-IPO Common Stock (based on 100,000,000 shares of Common Stock outstanding immediately prior to the Offering, calculated on a fully diluted basis giving effect to the exercise or conversion of all outstanding options, warrants, convertible securities, and other rights to acquire shares of Common Stock). The Selling Stockholder's ownership of such shares is accurately reflected in the Registration Statement and the Prospectus, including in the table captioned "Principal and Selling Stockholders" and in the section captioned "Certain Relationships and Related-Party Transactions."
(b) The Secondary Shares (consisting of 6,818,182 shares of Common Stock) to be sold by the Selling Stockholder in the Offering are owned by the Selling Stockholder free and clear of all liens, pledges, encumbrances, equities, security interests, charges, claims, options, rights of first refusal, preemptive rights, or other restrictions or limitations of any nature whatsoever (collectively, "Liens"), except for:
(i) restrictions on transfer arising under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder;
(ii) restrictions on transfer arising under the Amended and Restated Stockholders' Agreement, dated as of March 15, 2017 (as amended from time to time, the "Stockholders' Agreement"), among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "Founders"), which restrictions will be satisfied or waived in connection with the Offering; and
(iii) restrictions arising under the Lock-Up Agreement described in Section 3 of this Representation Letter.
(c) Upon delivery of the Secondary Shares by the Selling Stockholder against payment therefor as contemplated in the Underwriting Agreement and in accordance with the provisions of the Custody Agreement, the purchasers of such shares (including the Underwriters) will acquire good and valid title to such shares, free and clear of all Liens (other than any Liens created by or through the actions of such purchasers themselves). No consent, approval, or waiver of any holder of any securities of the Company, or any other person or entity, is required in connection with the sale and delivery of the Secondary Shares by the Selling Stockholder in the Offering that has not been obtained or will not be obtained prior to the closing of the Offering.
1.4 No Conflicts.
The execution, delivery, and performance of the Selling Stockholder Documents by the Selling Stockholder, and the sale and delivery of the Secondary Shares by the Selling Stockholder as contemplated therein, will not:
(a) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, the Partnership Agreement, the limited liability company agreement of PVCM, or any other organizational documents of the Selling Stockholder or PVCM;
(b) violate, conflict with, or result in a breach of any law, statute, rule, regulation, order, judgment, injunction, or decree of any court, governmental agency, or regulatory body applicable to the Selling Stockholder, PVCM, or any of their respective properties or assets, including, without limitation, any applicable federal or state securities laws or the rules and regulations of any securities exchange or self-regulatory organization;
(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or result in the creation or imposition of any Lien upon any of the properties or assets of the Selling Stockholder (including the Secondary Shares) under, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument or obligation to which the Selling Stockholder or PVCM is a party or by which the Selling Stockholder, PVCM, or any of their respective properties or assets is bound or subject; or
(d) result in any violation of, or require any filing with, or consent, approval, authorization, or order of, any court, governmental agency, or regulatory body (other than registration under the Securities Act, compliance with applicable state securities or "blue sky" laws, and filings required by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the New York Stock Exchange ("NYSE")).
1.5 Consents and Approvals.
No consent, approval, authorization, license, permit, registration, qualification, or order of, or filing with, any court, governmental agency, regulatory body, or any third party is required for the valid execution, delivery, and performance of the Selling Stockholder Documents by the Selling Stockholder, or for the sale and delivery of the Secondary Shares by the Selling Stockholder as contemplated therein, except:
(a) such consents, approvals, authorizations, and filings as have been obtained or made prior to the date hereof;
(b) the registration of the Secondary Shares under the Securities Act pursuant to the Registration Statement;
(c) such qualifications or registrations as may be required under applicable state securities or "blue sky" laws in connection with the purchase and distribution of the Secondary Shares by the Underwriters (all of which qualifications or registrations will be effected by the Company prior to the closing of the Offering);
(d) filings required by FINRA in connection with the Offering; and
(e) such other consents, approvals, authorizations, or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by the Selling Stockholder Documents.
1.6 Accuracy of Information in Questionnaire and Registration Statement.
(a) All information provided by the Selling Stockholder in the Questionnaire is true, correct, and complete in all material respects as of the date on which the Questionnaire was completed and delivered and as of the date of this Representation Letter. The Selling Stockholder has not omitted from the Questionnaire any information that would be material to the Company, the Underwriters, or any investor in connection with the Offering.
(b) All information relating to the Selling Stockholder contained in the Registration Statement and the Prospectus (including, without limitation, the information set forth in the sections captioned "Principal and Selling Stockholders," "Certain Relationships and Related-Party Transactions," and "Security Ownership of Certain Beneficial Owners and Management"), to the extent such information was provided by or on behalf of the Selling Stockholder or is based upon information so provided, is true, correct, and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) Without limiting the generality of the foregoing, the Selling Stockholder specifically confirms the accuracy and completeness, in all material respects, of the following information as set forth in the Registration Statement and the Prospectus:
(i) The Selling Stockholder's pre-IPO beneficial ownership consists of approximately 62,000,000 shares of Common Stock, representing approximately 62% of the fully diluted Common Stock of the Company;
(ii) The number of Secondary Shares to be sold by the Selling Stockholder in the Offering is 6,818,182 shares;
(iii) The Selling Stockholder's post-IPO beneficial ownership of Common Stock (to be calculated based on final pricing and to be set forth in the final Prospectus, reflecting both the base offering scenario and the full-exercise of the overallotment option scenario) is accurately described in the Registration Statement, subject to adjustment based on the final offering price and the final number of shares sold;
(iv) Pinnacle Vista Capital Management LLC serves as the sole general partner of the Selling Stockholder, and Hugh Pemberton and Diane Kovac are Co-Founders and Managing Partners of Pinnacle Vista Capital Management LLC;
(v) The Selling Stockholder is Pinnacle Vista Series III Fund, a 2016 vintage private equity fund with an aggregate fund size of approximately $4.8 billion;
(vi) The Selling Stockholder's initial investment in CBR was approximately $385 million, made in 2017, and a follow-on investment of approximately $120 million was made in 2019, bringing the Selling Stockholder's aggregate invested capital in CBR to approximately $505 million; and
(vii) Pursuant to the Stockholders' Agreement, the Selling Stockholder has the right to designate two members to the Board of Directors of the Company (the "Board"), and Hugh Pemberton and Diane Kovac currently serve on the Board as non-independent investor-designee directors.
1.7 No Undisclosed Arrangements.
(a) Except as disclosed in the Registration Statement and the Prospectus, the Selling Stockholder does not have any plan, arrangement, agreement, or understanding, directly or indirectly, with any person or entity to distribute, or cause to be distributed, any shares of Common Stock of CBR, whether or not such shares are held by the Selling Stockholder or by any affiliate of the Selling Stockholder, other than the sale of the Secondary Shares through the Underwriters in the Offering as contemplated by the Underwriting Agreement.
(b) The Selling Stockholder is not selling the Secondary Shares as part of any plan, scheme, or arrangement to evade the registration requirements of the Securities Act. The Selling Stockholder has not, directly or indirectly, entered into any arrangement or agreement to hedge, short, or otherwise reduce the economic risk associated with its ownership of shares of Common Stock of the Company, other than as may be disclosed in the Registration Statement.
(c) Except as disclosed in the Registration Statement and the Prospectus, neither the Selling Stockholder nor any of its affiliates has, during the twelve months preceding the date of this Representation Letter, sold or transferred, or agreed to sell or transfer, any shares of Common Stock of the Company or any securities convertible into or exchangeable for shares of Common Stock to any person or entity other than in connection with the Offering.
Section 2: FINRA Representations
2.1 No FINRA Restricted Person Affiliation.
The Selling Stockholder hereby represents and warrants that neither the Selling Stockholder nor any of its affiliates (as defined in FINRA Rule 5130) is a "participating member" or an "associated person of a participating member" as those terms are defined in FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) (formerly the NASD Free-Riding and Withholding Interpretation). The Selling Stockholder further represents that, to the knowledge of the Selling Stockholder after reasonable inquiry, no limited partner of the Selling Stockholder that is a "restricted person" within the meaning of FINRA Rule 5130 has any interest in the Secondary Shares or will receive any portion of the proceeds from the sale of the Secondary Shares, except to the extent permitted under the exemptions set forth in FINRA Rule 5130, including the de minimis exemption set forth in Rule 5130(d)(3) for interests in pooled investment vehicles.
2.2 No FINRA Member Affiliation.
No officer, director, general partner, managing member, or person occupying a similar status or performing a similar function on behalf of the Selling Stockholder, and no person directly or indirectly controlling, controlled by, or under common control with the Selling Stockholder, is a member firm of FINRA or a person associated with a member firm of FINRA within the meaning of FINRA's rules and bylaws. Neither Hugh Pemberton, Diane Kovac, nor any other principal of PVCM is registered as a representative or associated person of any FINRA member firm. None of the limited partners of the Selling Stockholder, to the knowledge of the Selling Stockholder, is a FINRA member firm that holds an interest in the Selling Stockholder in excess of the thresholds that would require disclosure under FINRA's rules in connection with the Offering.
2.3 No Underwriting Compensation.
The Selling Stockholder has not paid and will not pay, directly or indirectly, any underwriting compensation, finders' fees, consulting fees, or other consideration or remuneration of any kind to any FINRA member firm, or any affiliate or associated person of a FINRA member firm, in connection with the Offering, other than the underwriting discount (consisting of a gross spread of 5.50% of the public offering price per share) payable to the Underwriters as set forth in the Underwriting Agreement. The Selling Stockholder has not, during the 180-day period preceding the filing of the Registration Statement, made any payments or provided any consideration to any FINRA member firm or associated person thereof in connection with any advisory, consulting, financial advisory, or similar engagement relating to the Company or the Offering. The Selling Stockholder confirms that no portion of the proceeds from the sale of the Secondary Shares will be paid, directly or indirectly, to any FINRA member or associated person, other than the underwriting discount described above.
2.4 FINRA Rule 5110 Compliance.
The Selling Stockholder represents and warrants that it has no information that would be required to be disclosed in the FINRA corporate financing application filed with FINRA in connection with the Offering (FINRA Filing No. 20221129-01) that has not been so disclosed by the Company or the Underwriters in such filing. The Selling Stockholder further represents that it is not a "venture capital" or similar investor that would trigger any exception, special reporting obligation, or additional disclosure requirement under FINRA Rule 5110 (FINRA Corporate Financing Rule — Underwriting Terms and Arrangements) that has not already been disclosed to the Company and the Underwriters. The Selling Stockholder agrees to promptly notify the Company and the Representative if it becomes aware of any facts or circumstances that would require amendment of, or additional disclosure in, any FINRA filing made in connection with the Offering.
Section 3: Lock-Up Acknowledgment
The Selling Stockholder acknowledges and confirms that it has executed (or will execute prior to the commencement of the Offering) a Lock-Up Agreement in the form attached hereto (the "Lock-Up Agreement") providing for a lock-up period commencing on the date of the final Prospectus and continuing for a period of 180 days following such date (the "Lock-Up Period"). The Selling Stockholder represents and agrees that, during the Lock-Up Period, it will not, directly or indirectly:
(a) offer, sell, contract to sell, or otherwise transfer or dispose of any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock (other than the Secondary Shares sold in the Offering);
(b) pledge, hypothecate, or grant any security interest in any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock;
(c) grant any option, right, or warrant to purchase any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock;
(d) enter into any swap, hedge, short sale, forward contract, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock of CBR, whether any such transaction is to be settled by delivery of Common Stock, other securities, in cash, or otherwise; or
(e) publicly disclose the intention to do any of the foregoing;
provided, however, that the foregoing restrictions shall not apply to:
(i) transfers of shares of Common Stock to any affiliate of the Selling Stockholder (including any successor fund or parallel fund managed by PVCM or its affiliates), provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period;
(ii) transfers for bona fide estate-planning purposes, including transfers to a trust for the direct or indirect benefit of the Selling Stockholder or any of its partners or their respective family members, provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period;
(iii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan is made voluntarily during the Lock-Up Period;
(iv) pledges of shares of Common Stock to one or more lending institutions as collateral for bona fide indebtedness, provided that any foreclosure or other disposition of such shares during the Lock-Up Period shall remain subject to the restrictions set forth above; and
(v) transfers of shares of Common Stock in connection with a bona fide distribution to the limited partners of the Selling Stockholder, provided that each distributee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period.
The Selling Stockholder further acknowledges that early release from the Lock-Up Agreement prior to the expiration of the Lock-Up Period is subject to (a) the prior written consent of Hargrove Keating & Co. in its sole discretion, or (b) the occurrence of a Change of Control (as defined in the Lock-Up Agreement) of the Company.
The Selling Stockholder acknowledges that the Lock-Up Agreement is a material inducement to the Underwriters to proceed with the Offering, and that there are approximately 18 signatories to lock-up agreements executed in connection with the Offering, including all directors and executive officers of the Company and all holders of 1% or more of the pre-IPO Common Stock.
Section 4: Tax Representations
The Selling Stockholder hereby represents, warrants, and agrees as follows with respect to tax matters in connection with the Offering:
(a) The Selling Stockholder has furnished, or will furnish prior to the closing of the Offering, its correct U.S. taxpayer identification number (Employer Identification Number) to the Company and its transfer agent.
(b) The Selling Stockholder is not a "foreign person" within the meaning of Sections 1445 and 1446 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. Without limiting the generality of the foregoing, the Selling Stockholder is a partnership organized under the laws of the State of Delaware, and its principal place of business is in the United States.
(c) On or prior to the closing of the Offering, the Selling Stockholder will deliver to the Company (or its transfer agent or paying agent, as applicable) a properly completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or applicable substitute form, certifying, among other things, that the Selling Stockholder is not subject to backup withholding under Section 3406 of the Code.
(d) To the extent that any withholding obligation arises with respect to the sale of the Secondary Shares or the distribution of proceeds therefrom, the Selling Stockholder shall cooperate with the Company and its agents to provide any additional certifications, representations, or documentation as may be reasonably required to minimize or eliminate such withholding.
Section 5: Custody and Power of Attorney Confirmation
(a) The Selling Stockholder confirms that it has delivered, or will deliver prior to the commencement of the Offering, share certificates (or evidence of book-entry positions with the Company's transfer agent, Camberwell Services Inc.) representing the Secondary Shares (6,818,182 shares of Common Stock) into the custody of Hargrove Keating & Co. pursuant to the terms and conditions of the Custody Agreement. The Selling Stockholder acknowledges that the shares so deposited will be held in custody by Hargrove Keating & Co. pending the closing of the Offering and shall be available for delivery to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement.
(b) The Selling Stockholder confirms that it has executed, or will execute prior to the commencement of the Offering, an irrevocable Power of Attorney in the form previously approved by the Selling Stockholder, appointing each of Hugh Pemberton, Diane Kovac, and Sandra Haverford (each an "Attorney-in-Fact"), acting individually, as attorneys-in-fact and agents for the Selling Stockholder, with full power and authority to execute and deliver the Underwriting Agreement, the Pricing Agreement (including the determination of the final public offering price and the final number of Secondary Shares to be sold), and any amendments, supplements, or modifications thereto, on behalf of the Selling Stockholder. The Power of Attorney shall remain in full force and effect until the earlier of (i) the completion of the Offering (including the closing of any exercise of the overallotment option) and (ii) the termination of the Underwriting Agreement in accordance with its terms.
(c) The Selling Stockholder confirms and agrees that all actions taken by any Attorney-in-Fact under the Power of Attorney, within the scope of the authority granted therein, shall be binding upon the Selling Stockholder as though such actions were taken by the Selling Stockholder directly. The Selling Stockholder shall not revoke the Power of Attorney without the prior written consent of the Company and the Representative, except in the event of termination of the Underwriting Agreement.
Section 6: Registration Rights and Stockholders' Agreement Acknowledgments
(a) The Selling Stockholder acknowledges and confirms that it is a party to that certain Registration Rights Agreement, dated as of March 15, 2017, among CBR and the Selling Stockholder (as amended, restated, supplemented, or otherwise modified from time to time, the "Registration Rights Agreement"), which provides, among other things, for:
(i) Demand Registration Rights: The Selling Stockholder has the right, subject to certain conditions and limitations set forth in the Registration Rights Agreement, to require the Company to file a registration statement under the Securities Act covering the resale of shares of Common Stock held by the Selling Stockholder;
(ii) Piggyback Registration Rights: In the event that the Company proposes to register shares of Common Stock for sale to the public (whether for its own account or for the account of any other stockholder), the Selling Stockholder has the right to include its shares of Common Stock in such registration, subject to customary cutback provisions in the event of an underwritten offering; and
(iii) S-3 Shelf Registration Rights: Following the Company's eligibility to register shares on Form S-3, the Selling Stockholder has the right to require the Company to file and maintain a shelf registration statement on Form S-3 covering the resale of shares of Common Stock held by the Selling Stockholder and its permitted transferees.
(b) The Selling Stockholder further acknowledges and confirms that it is a party to the Amended and Restated Stockholders' Agreement among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "A&R Stockholders' Agreement"), which will become effective upon the closing of the Offering and which provides, among other things, for:
(i) Board Designation Rights: The Selling Stockholder has the right to designate two members to the Board for so long as it beneficially owns 20% or more of the outstanding Common Stock, one member for so long as it beneficially owns 10% or more (but less than 20%) of the outstanding Common Stock, and no members if its beneficial ownership falls below 10% of the outstanding Common Stock (the "Step-Down Schedule");
(ii) Transfer Restrictions: Certain restrictions on the transfer of shares of Common Stock held by the Selling Stockholder, including rights of first refusal and tag-along/drag-along rights, subject to customary exceptions for transfers to affiliates, distributions to limited partners, and transfers in connection with registered public offerings;
(iii) Standstill Provisions: The Selling Stockholder agrees to be subject to certain standstill restrictions limiting its ability to acquire additional shares of Common Stock or take specified actions with respect to the Company without the approval of the Board (or a committee thereof) for a period of two years following the closing of the Offering, subject to customary exceptions; and
(iv) Information Rights: The Selling Stockholder shall be entitled to receive certain financial and operating information from the Company on a periodic basis, subject to confidentiality obligations.
(c) The Selling Stockholder represents and confirms that the sale of the Secondary Shares in the Offering is consistent with the terms and conditions of the Registration Rights Agreement and the A&R Stockholders' Agreement, and that no provision of either such agreement prohibits, restricts, or conditions the sale of the Secondary Shares by the Selling Stockholder in the Offering in any manner that has not been satisfied or waived. All required notices to the Company and the other parties to such agreements in connection with the sale of the Secondary Shares have been duly given.
Section 7: Ongoing Obligations
(a) The Selling Stockholder agrees to promptly notify CBR (through Sandra Haverford, General Counsel & Corporate Secretary), the Representative (through Oliver Marchetti, Managing Director, Equity Capital Markets), and counsel to the Company and the Underwriters if, at any time from the date hereof through and including the date of the closing of the Offering (including the closing of any exercise of the overallotment option), any of the representations or warranties set forth in this Representation Letter becomes inaccurate or incomplete in any material respect, or if the Selling Stockholder becomes aware of any event or circumstance that would cause any such representation or warranty to become inaccurate or incomplete in any material respect.
(b) The Selling Stockholder agrees to furnish promptly to CBR, the Underwriters, and their respective counsel (including Calderwood & Harkness LLP, counsel to the Company, Prescott, Danforth & Yee LLP, counsel to the Underwriters, and Whitfield Archer & Doss LLP, counsel to the Selling Stockholder) such additional information, documents, certificates, and other materials as any of them may reasonably request in connection with the preparation, filing, or amendment of the Registration Statement, the preparation or distribution of the Prospectus (including any preliminary prospectus and any supplement thereto), the Underwriting Agreement, or any applicable FINRA, NYSE, or other regulatory filings.
(c) The Selling Stockholder agrees to cooperate fully with the Company and the Underwriters in connection with the Offering, including, without limitation, by making the principals of PVCM (including Hugh Pemberton and Diane Kovac) reasonably available for due diligence discussions, investor presentations, roadshow appearances, and such other activities as the Company and the Representative may reasonably request.
Section 8: Indemnification
The Selling Stockholder acknowledges and agrees that it will be subject to the indemnification and contribution provisions set forth in Article VII (or the equivalent provisions) of the Underwriting Agreement with respect to any losses, claims, damages, liabilities, or expenses (including reasonable attorneys' fees and expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any preliminary prospectus, or any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Selling Stockholder for use in the Registration Statement, the Prospectus, any preliminary prospectus, or any amendment or supplement thereto. The Selling Stockholder's obligations under such indemnification and contribution provisions shall be subject to the limitations and conditions set forth in the Underwriting Agreement, including any limitation on the aggregate amount of the Selling Stockholder's indemnification and contribution obligations to the net proceeds received by the Selling Stockholder from the sale of the Secondary Shares.
Section 9: Governing Law
This Representation Letter shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Representation Letter, and hereby waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 10: Miscellaneous
(a) Counterparts. This Representation Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Representation Letter by facsimile or portable document format (.pdf) transmission shall be effective as delivery of a manually executed counterpart of this Representation Letter.
(b) Binding Effect. This Representation Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives. Neither this Representation Letter nor any rights or obligations hereunder may be assigned by the Selling Stockholder without the prior written consent of the Company and the Representative.
(c) Headings. The section headings contained in this Representation Letter are for reference purposes only and shall not affect in any way the meaning or interpretation of this Representation Letter.
(d) Entire Agreement. This Representation Letter, together with the Underwriting Agreement, the Custody Agreement, the Power of Attorney, the Lock-Up Agreement, and the Questionnaire, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.
(e) Amendments. This Representation Letter may not be amended, modified, or supplemented except by an instrument in writing signed by the Selling Stockholder, the Company, and the Representative.
(f) Survival. The representations, warranties, agreements, and acknowledgments of the Selling Stockholder set forth in this Representation Letter shall survive the closing of the Offering and shall remain in full force and effect regardless of any investigation made by or on behalf of any party hereto or any indemnified party.
[Remainder of this page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO SELLING STOCKHOLDER REPRESENTATION LETTER
IN WITNESS WHEREOF, the undersigned has executed this Representation Letter as of the date first written above.
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: Hugh Pemberton
Title: Co-Founder & Managing Partner
Date: ________
ACKNOWLEDGMENT AND COUNTERSIGNATURE
The undersigned hereby acknowledge receipt of the foregoing Selling Stockholder Representation Letter and confirm their agreement to the terms and provisions set forth therein to the extent applicable to such undersigned party.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Sandra Haverford
Title: General Counsel & Corporate Secretary
Date: ________
HARGROVE KEATING & CO. as Representative of the Several Underwriters
By: ________
Name: Oliver Marchetti
Title: Managing Director, Equity Capital Markets
Date: ________
Enclosures:
1.  Selling Stockholder Questionnaire (previously delivered)
2.  Form of Lock-Up Agreement (executed or to be executed)
3.  Power of Attorney (executed or to be executed)
4.  Custody Agreement (executed or to be executed)
cc: Jennifer Kwon, Calderwood & Harkness LLP cc: Margaret Yee, Prescott, Danforth & Yee LLP cc: Christine Navarro, Whitfield Archer & Doss LLP (counsel to Pinnacle Vista) cc: Priya Anand, SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc.

PINNACLE VISTA CAPITAL PARTNERS III, LP c/o Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, NY 10021

SIGNATURE PAGE TO SELLING STOCKHOLDER REPRESENTATION LETTER

PINNACLE VISTA CAPITAL PARTNERS III, LP

ACKNOWLEDGMENT AND COUNTERSIGNATURE

CALLOWAY-BRIGGS RENEWABLES INC.

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