Contract analysis

Section 1.1 — Registered Office The registered office of the Corporation in the State of Delaware shall be located at the office of Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Corporation at such address shall be Capitol Statutory Services, Inc. The Board of Directors may, from time to time and in the manner permitted by applicable law, change the regi

Section 1.2 — Principal Office The principal executive office of the Corporation shall be located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, unless and until changed by resolution of the Board of Directors. The Board of Directors may at any time, and from time to time, establish, relocate, or discontinue the principal office of the Corporation as the business, operations, and administrative needs of

Section 1.3 — Other Offices The Corporation may also maintain and operate such other offices, business locations, and places of operation, whether within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Article II — Meetings of Stockholders

Section 2.1 — Annual Meetings An annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place, if any, within or without the State of Delaware, or solely by means of remote communication to the extent permitted by law, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, the stockholders

Section 2.2 — Special Meetings Special meetings of stockholders of the Corporation may be called only by (a) the Chairman of the Board, (b) the Chief Executive Officer, or (c) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors. Special meetings of stockholders may not be called by stockholders or by any other person or persons. Business transacted at any special mee

Section 2.3 — Notice of Meetings Written notice of each meeting of stockholders shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of each meeting shall be del

Section 2.4 — Quorum Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication if authorized by the Board of Directors, or represented by proxy, shall constitute a quorum for the transaction of busines

Section 2.5 — Voting Except as otherwise provided by the Certificate of Incorporation, these Bylaws, the rules of the New York Stock Exchange, on which the Corporation's common stock is listed under the ticker symbol "CBRI," or applicable law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of common stock, par value $0.01 per share, standing in the name o

Section 2.6 — Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in any manner permitted by law. No proxy shall be voted or acted upon after three (3) years from its date, unless such proxy expressly provides for a longer period. Every proxy shall be filed with the Secretary of the Corporation or with such officer or agen

Section 2.7 — Record Date In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for de

Section 2.8 — Action by Written Consent Subject to the Certificate of Incorporation and applicable law, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed or delivered by the holders of

Section 2.9 — Inspectors of Election Before any meeting of stockholders, the Board of Directors or the chairperson of the meeting may appoint one or more inspectors of election to act at the meeting or any adjournment thereof and to make a written report thereof. The Board of Directors or the chairperson of the meeting may designate one or more persons as alternate inspectors to replace any inspector who fails to act

Section 2.10 — Advance Notice of Stockholder Nominations and Other Business

Section 2.10(a) — Annual Meeting Nominations and Business. At an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made only: 1. pursuant to the Corporation's notice of meeting, or any supplement thereto, given by or at the direction of the Board of Directors; 2. by or at the direction of the Boa

Section 2.10(b) — Timing of Stockholder Notice. To be timely with respect to an annual meeting of stockholders, a stockholder's notice shall be delivered to or mailed and received by the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day and not later than the close of business on the ninetieth (90th) day p

Section 2.10(c) — Contents of Stockholder Notice for Director Nominations. A stockholder's notice to the Secretary with respect to any proposed nomination of a person for election or reelection as a director at an annual meeting shall set forth, as to each person whom the stockholder proposes to nominate for election as a director: 1. all information relating to such person that is required to be disclosed in solicit

Section 2.10(d) — Contents of Stockholder Notice for Other Business. As to any business other than nominations that the stockholder proposes to bring before an annual meeting, the stockholder's notice shall set forth: 1. a brief description of the business desired to be brought before the meeting; 2. the text of the proposal or business, including the text of any resolutions proposed for consideration and, in the eve

Section 2.10(e) — Information Required Regarding Proposing Stockholder and Beneficial Owner. A stockholder's notice to the Secretary under this Section 2.10 shall also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: 1. the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owne

Section 2.10(f) — Updates and Supplements. A stockholder providing notice of any nomination or other business proposed to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of: 1. the record date for determining the stockholders entitled to notice of the meeting; and 2. the d

Section 2.10(g) — Special Meeting Nominations. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting may be made: 1. by

Section 2.10(h) — General. Only persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected as directors at a meeting of stockholders, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.10. Except as otherwise provided by law, the Certificate of Incorporati

Section 2.11 — Conduct of Meetings Meetings of stockholders shall be presided over by the Chairman of the Board or, in the Chairman's absence, by the Chief Executive Officer, or, in the absence of both, by such other person as may be designated by the Board of Directors. The Secretary of the Corporation shall act as secretary of the meeting, but in the Secretary's absence, the chairperson of the meeting may appoint a

Section 2.12 — Meetings by Remote Communication If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders may participate in and be deemed present in person at any meeting of stockholders by means of remote communication in accordance with Section 211(a) of the DGCL. Participation by remote communic

Article III — Board of Directors

Section 3.1 — General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by the DGCL or by the Certificate of Incorporation. Without limiting the generality of the foregoing, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Ce

Section 3.2 — Number; Qualification; Term of Office Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under specified circumstances and subject further to the Certificate of Incorporation, the number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the entire Board of D

1. Garrett Calloway — Co-Founder, Chairman & Chief Executive Officer — non-independent management director;

2. Elaine Briggs — Co-Founder & President, Development — non-independent management director;

3. Hugh Pemberton — Pinnacle Vista Capital Partners — non-independent investor designee;

4. Diane Kovac — Pinnacle Vista Capital Partners — non-independent investor designee;

5. Warren Okoro — independent director;

6. Catherine Liang — independent director; and

7. Richard Estavez — independent director. The directors shall be divided into three classes, designated Class I, Class II, and Class III, as nearly equal in number as possible. The initial allocation of directors among such classes shall be determined by resolution of the Board of Directors consistent with the Certificate of Incorporation and applicable law. The term of office of the initial Class I directors shall

Section 3.3 — Vacancies and Newly Created Directorships Subject to the rights, if any, of the holders of any series of preferred stock and subject to the rights set forth in the Amended and Restated Stockholders' Agreement among the Corporation, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, any vacancy on the Board of Directors occurring for any reason, including because of death, resi

Section 3.4 — Removal Subject to the rights of the holders of any series of preferred stock then outstanding and except as otherwise provided by the Certificate of Incorporation, any director or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of stock of the Corporatio

Section 3.5 — Resignation Any director may resign at any time upon notice given in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If no effective

Section 3.6 — Regular Meetings Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, or by means of remote communications equipment permitted by these Bylaws and applicable law, as may from time to time be determined by the Board of Directors. Notice of regular meetings of the Board of Directors need not be given if the date, time, and place

Section 3.7 — Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, or by a majority of the directors then in office. Notice of any special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting if given in person, by telephone, voicemail, or electronic transmission, and at leas

Section 3.8 — Quorum Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time

Section 3.9 — Action by Written Consent Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed w

Section 3.10 — Meetings by Telephone or Other Communications Equipment Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in

Section 3.11 — Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors for service on the Board of Directors and on any committee thereof, including cash retainers, equity awards, meeting fees, and reimbursement of expenses. Directors may be paid their reasonable expenses, if any, of attendance at e

Section 3.12 — Interested Directors No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other entity in which one or more of the Corporation's directors or officers are directors, officers, equityholders, members, managers, partners, or otherwise have a financial interest, shall be void or v

Article IV — Committees of the Board of Directors

Section 4.1 — Establishment of Committees The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation, to serve at the pleasure of the Board of Directors and to have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The Bo

Section 4.2 — Audit Committee The Board of Directors shall establish an Audit Committee. The Audit Committee shall consist of at least three (3) members, each of whom shall satisfy the independence and other qualification requirements of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange, subject to any applicable phase-in periods, t

Section 4.3 — Compensation Committee The Board of Directors shall establish a Compensation Committee. The Compensation Committee shall consist of at least two (2) members, each of whom shall satisfy the independence and other qualification requirements of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange, subject to any applicable p

Section 4.4 — Nominating and Corporate Governance Committee The Board of Directors shall establish a Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall consist of at least two (2) members. As of the IPO Closing Date, the initial members of the Nominating and Corporate Governance Committee shall be Richard Estavez, who shall serve as Chair, Catherine Liang, and Hugh

Section 4.5 — Committee Rules Each committee of the Board of Directors shall keep regular minutes of its proceedings and shall report the same to the Board of Directors when requested or otherwise as appropriate. Each committee may adopt its own rules of procedure to the extent not inconsistent with the Certificate of Incorporation, these Bylaws, the committee's charter, any resolution of the Board of Directors, or t

Section 4.6 — Delegation of Authority Any committee of the Board of Directors, to the extent provided in the resolution or resolutions of the Board of Directors designating such committee or in the charter of such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Notwithstanding the foregoing, no such committ

Section 5.1 — Officers Designated The officers of the Corporation shall include a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. Any two or more offices may be held by the same person, except that the offices of Chief Executive Officer and Secretary shall not b

1. Garrett Calloway — Chairman of the Board and Chief Executive Officer;

2. Elaine Briggs — President, Development;

3. Marcus Yoon — Chief Financial Officer;

4. Sandra Haverford — General Counsel & Corporate Secretary;

5. Dale Renfroe — Chief Operating Officer;

6. Priya Anand — Senior Vice President, Finance & Treasurer;