Contract analysis

From: Brendan Walsh <bwalsh@calderwoodharkness.com> To: Christine Navarro <cnavarro@whitfieldarcherdoss.com> Cc: Jennifer Kwon <jkwon@calderwoodharkness.com> Date: Fri, 15 Apr 2022 04:37:00 -0000 Subject: Calloway-Briggs Renewables Inc. — Draft Stockholders' Agreement and Registration Rights Agreement for Pinnacle Vista Review

In connection with the proposed initial public offering of Calloway-Briggs Renewables Inc. ("CBR") (C&H Matter No. 1015-00001), we are writing on behalf of CBR as issuer's counsel to circulate initial drafts of two governance documents for review and comment by Whitfield Archer & Doss LLP on behalf of Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"). As you will recall, both of these documents were discusse

**1. Amended and Restated Stockholders' Agreement (IPO Form)**

This agreement is among CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs (the "Founders"). It is intended to replace the existing pre-IPO stockholders' agreement in its entirety and will become effective upon the closing of the IPO. The draft is governed by Delaware law. We would flag the following key provisions for Pinnacle Vista's attention:

- **Board Designation Rights.** The agreement provides Pinnacle Vista with the right to designate directors to the CBR board, subject to a step-down schedule tied to specified ownership thresholds. As currently drafted, Pinnacle Vista would have the right to designate two directors — Hugh Pemberton and Diane Kovac, both of whom are non-independent investor designees. The step-down schedule has been designed to be con

- **Transfer Restrictions.** The agreement includes transfer restrictions applicable to shares held by both Pinnacle Vista and the Founders following the IPO.

- **Standstill Provisions.** Customary standstill provisions are included and should be reviewed against Pinnacle Vista's anticipated post-IPO investment horizon.

- **Information Rights.** The agreement provides Pinnacle Vista with certain information rights following the IPO, which step down in parallel with ownership thresholds.

This agreement is among CBR and Pinnacle Vista Capital Partners III, LP (and its permitted transferees) and is also governed by Delaware law. Key provisions include:

- **Demand Registration Rights.** Pinnacle Vista will hold demand registration rights, and we would ask you to review the number of permitted demand registrations and the applicable minimum thresholds.

- **Piggyback Registration Rights.** Customary piggyback registration rights are included.

- **S-3 Shelf Registration Rights.** The agreement provides for shelf registration rights on Form S-3, which will become available once CBR becomes S-3 eligible.

- **Cut-Back Provisions.** The agreement addresses cut-back provisions and establishes priority among holders in underwritten offerings.

We note that both documents should be read together with the lock-up arrangements currently being finalized. As discussed, the lock-up period will be 180 days following the date of the final prospectus and will be applicable to all directors, officers, and holders of 1% or more of pre-IPO common stock — approximately 18 persons and entities in total. Release from the lock-up will be subject to the prior written conse

Additionally, we will be transmitting the selling stockholder questionnaire and representation letter forms for Pinnacle Vista separately in a follow-up communication.

For context, Pinnacle Vista currently holds approximately 62% of the fully diluted common stock of CBR (approximately 62,000,000 of 100,000,000 pre-IPO shares outstanding). In the base offering, Pinnacle Vista is expected to sell secondary shares representing approximately $150,000,000 (6,818,182 shares at the assumed midpoint price of $22.00 per share). The registration rights and stockholders' agreement provisions

On a post-IPO basis (assuming the base offering only, with no exercise of the overallotment option), Pinnacle Vista's ownership would be approximately 55,181,818 shares (62,000,000 minus 6,818,182 secondary shares sold) out of 123,713,636 post-IPO shares outstanding — roughly 44.6%. The step-down schedule in the stockholders' agreement has been calibrated accordingly. We note that with full exercise of the overallotm

We would appreciate it if Whitfield Archer & Doss could provide comments on both documents by end of day Friday, April 29, 2022, so that we can incorporate any agreed revisions into the draft S-1 exhibits and have the documents in shape for discussion on the next working-group call. Please let us know if that timeline presents any difficulties.

In the meantime, Jennifer and I are happy to schedule a call with you and Derek to walk through any questions on the drafts. Please don't hesitate to reach out.

Brendan Walsh Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 558-3400 Email: bwalsh@calderwoodharkness.com

**Attachments:** 1. Draft Amended and Restated Stockholders' Agreement (IPO Form).docx 2. Draft Registration Rights Agreement.docx

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