Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / email-walsh-to-marchetti-org-meeting.eml

email-walsh-to-marchetti-org-meeting.eml

High · 0 Medium · 3 Standard · 1

From: Brendan Walsh <bwalsh@calderwoodharkness.com>

From: Brendan Walsh <bwalsh@calderwoodharkness.com> To: Oliver Marchetti <oliver.marchetti@hargrovekeating.com> Cc: Jennifer Kwon <jkwon@calderwoodharkness.com> Date: Fri, 11 Mar 2022 04:47:00 -0000 Subject: Calloway-Briggs Renewables Inc. — Proposed IPO — Organizational Meeting Materials

I hope this message finds you well. My name is Brendan Walsh, and I am the lead associate

I hope this message finds you well. My name is Brendan Walsh, and I am the lead associate at Calderwood & Harkness LLP working with Jennifer Kwon on the proposed initial public offering of Calloway-Briggs Renewables Inc. ("CBR") (C&H Matter No. 1015-00001). I am writing to circulate draft materials in advance of the organizational meeting, which is currently scheduled for the week of March 14–18, 2022.

Please find attached the following three documents for the working group's review:

Please find attached the following three documents for the working group's review:

**1. Draft Organizational Meeting Agenda**

The agenda covers the topics we expect to address during the meeting at CBR's Austin headq

The agenda covers the topics we expect to address during the meeting at CBR's Austin headquarters (4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746). Principal discussion items include:

- Proposed offering size of approximately $600,000,000 in the aggregate (inclusive of the Standard

⚑ Commercial term

- Proposed offering size of approximately $600,000,000 in the aggregate (inclusive of the underwriters' overallotment option) - Assumed midpoint IPO price of $22.00 per share - Underwriting economics, including a 5.50% gross spread - Primary/secondary split — the offering will consist of primary shares issued by CBR and secondary shares of approximately $150,000,000 sold by Pinnacle Vista Capital Partners III, LP - U

**2. Working Group List / Responsibility Matrix**

The attached working group list provides a comprehensive contact directory and responsibil Medium

⚑ Assignment / subcontracting

The attached working group list provides a comprehensive contact directory and responsibility assignments for all parties involved in the transaction, including:

- **CBR Management:** Garrett Calloway, Elaine Briggs, Marcus Yoon, Sandra Haverford, Priy

- **CBR Management:** Garrett Calloway, Elaine Briggs, Marcus Yoon, Sandra Haverford, Priya Anand, and others - **Pinnacle Vista Capital Partners:** Hugh Pemberton and Diane Kovac, with their counsel at Whitfield Archer & Doss LLP (Christine Navarro, Philip Archer, Derek Fong) - **Hargrove Keating & Co.** (Lead-Left Book-Runner): Oliver Marchetti, Sonia Tran, Daniel Furman - **Linden Pratt Securities LLC** (Joint Boo

Oliver — I would appreciate it if you could confirm that the Hargrove Keating personnel li

Oliver — I would appreciate it if you could confirm that the Hargrove Keating personnel listed are correct and flag any additional contacts who should be added to the distribution.

The attached timeline sets out a high-level milestone schedule for the transaction. Key ta

The attached timeline sets out a high-level milestone schedule for the transaction. Key target dates include:

- **March 14–18, 2022:** Organizational meeting in Austin Medium

⚑ Confidentiality undertaking

- **March 14–18, 2022:** Organizational meeting in Austin - **March 21 – April 29, 2022:** Due diligence sessions and initial S-1 drafting - **Week of April 11, 2022:** Target confidential submission of DRS-1 to the SEC (CBR qualifies as an emerging growth company under the JOBS Act, permitting confidential submission) - Anticipated SEC review period and comment response cycle to follow - Comfort letter delivery and

The organizational meeting will be held at CBR's headquarters at 4200 Ridgeline Parkway, S

The organizational meeting will be held at CBR's headquarters at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746. Sandra Haverford's team at CBR is handling conference room logistics and building access. Dial-in details for those who will be participating remotely will follow separately early next week.

I would ask that Oliver and all recipients please review the attached materials and send a

I would ask that Oliver and all recipients please review the attached materials and send any comments, corrections, or additions **by end of day Monday, March 14**, so that we can finalize the documents for the start of the meeting.

Jennifer Kwon will lead the meeting discussions on behalf of issuer's counsel, and she loo

Jennifer Kwon will lead the meeting discussions on behalf of issuer's counsel, and she looks forward to working with the full group next week.

Thank you all in advance for your review. Please do not hesitate to reach out to me or Jen

Thank you all in advance for your review. Please do not hesitate to reach out to me or Jennifer with any questions in the meantime.

**Brendan Walsh**

**Brendan Walsh** Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: +1 (212) 558-7234 E: bwalsh@calderwoodharkness.com

*CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, is intended only Medium

⚑ Confidentiality undertaking

*CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, is intended only for the person(s) or entity to which it is addressed and may contain confidential and/or privileged material. Any unauthorized review, use, disclosure, dissemination, forwarding, printing, or copying of this e-mail or its attachments, or any action taken in reliance on this message, is strictly prohibited. If you are not the int