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Contract analysis

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Contract analysis / pricing-agreement-template.docx
pricing-agreement-template.docx
1015-00001 · 11 clauses
High · 1 Medium · 5 Standard · 2
Section 1 — Offering Price and Underwriting Discount Standard
⚑ Commercial term
Section 1 — Offering Price and Underwriting Discount 1.1 Public Offering Price. The initial public offering price per share of Common Stock shall be $[●] per share (the "Public Offering Price"). [Drafting note: Insert the final offering price as determined at pricing. Assumed midpoint for filing purposes: $22.00 per share.] 1.2 Underwriting Discount. The underwriting discount per share of Common Stock shall be $[●] p
Section 2 — Number of Shares
Section 2 — Number of Shares 2.1 Total Firm Shares. The total number of Firm Shares to be purchased by the several Underwriters pursuant to Section [●] of the Underwriting Agreement shall be [●] shares of Common Stock, par value $0.01 per share (the "Firm Shares"). [Drafting note: At $22.00 per share, this would be 23,713,636 shares.] 2.2 Company Shares. Of the Firm Shares, [●] shares are to be issued and sold by the
Section 3 — Aggregate Offering Amounts Standard
⚑ Commercial term
Section 3 — Aggregate Offering Amounts 3.1 Aggregate Public Offering Price (Firm Shares): $[●]. [Drafting note: Firm Shares × Public Offering Price; at $22.00 and 23,713,636 shares, approximately $521,700,000.] 3.2 Aggregate Underwriting Discount (Firm Shares): $[●]. [Drafting note: 5.50% of $521,700,000 = $28,693,500.] 3.3 Aggregate Proceeds to the Company (Firm Shares, before expenses): $[●]. [Drafting note: Compan
Section 4 — Allocation Among Underwriters Medium
⚑ Assignment / subcontracting
Section 4 — Allocation Among Underwriters 4.1 The number of Firm Shares and the maximum number of Optional Shares to be purchased by each Underwriter is set forth opposite such Underwriter's name on Schedule I attached hereto, which is incorporated herein by reference. 4.2 The allocation of the Underwriting Discount among the Underwriters, as between management fee, underwriting fee, and selling concession, shall be
Section 5 — Shares Outstanding
Section 5 — Shares Outstanding 5.1 Pre-Offering Shares Outstanding. Immediately prior to the closing of the Offering, there shall be [●] shares of Common Stock outstanding on a fully diluted basis (giving effect to the Reclassification and the conversion of all outstanding preferred stock into Common Stock as described in the Registration Statement). [Drafting note: 100,000,000 shares on a fully diluted, post-Reclass
Section 6 — Settlement and Closing Medium
⚑ Notice / time limit to track
Section 6 — Settlement and Closing 6.1 Closing Date. The closing of the purchase and sale of the Firm Shares (the "Closing") shall take place at 10:00 a.m., New York City time, on [●], 2022 (the "Closing Date"), which shall be the [second/third] business day following the date of this Pricing Agreement (or such other date as the Company, the Selling Stockholder, and the Representative shall mutually agree), at the of
Section 7 — Listing Medium
⚑ Notice / time limit to track
Section 7 — Listing 7.1 The shares of Common Stock to be sold in the Offering pursuant to this Pricing Agreement have been approved for listing on the New York Stock Exchange under the ticker symbol "CBRI," subject to official notice of issuance. Reference is made to NYSE Listing Application No. NYSE-2022-04218.
Section 8 — CUSIP and Transfer Agent
Section 8 — CUSIP and Transfer Agent 8.1 CUSIP Number. The CUSIP number assigned to the Common Stock is [●] (to be assigned). 8.2 Transfer Agent and Registrar. The transfer agent and registrar for the Common Stock is Continental Shareowner Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.
Section 9 — Incorporation of Underwriting Agreement High
⚑ Indemnity / guarantee obligation
Section 9 — Incorporation of Underwriting Agreement 9.1 This Pricing Agreement, together with the Underwriting Agreement and all schedules and exhibits hereto and thereto, constitutes the entire agreement among the Company, the Selling Stockholder, and the several Underwriters with respect to the matters set forth herein, and supersedes all prior negotiations, understandings, and agreements, whether written or oral,
Section 10 — Governing Law Medium
⚑ Forum / governing law
Section 10 — Governing Law 10.1 This Pricing Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would result in the application of the laws of any other jurisdiction.
Section 11 — Counterparts Medium
⚑ Liability cap to check against exposure
Section 11 — Counterparts 11.1 This Pricing Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. 11.2 Delivery of an executed counterpart of this Pricing Agreement by facsimile or electronic transmission (including transmission of a PDF image or via an electronic signature service such as