Contract analysis

I. Offering Structure and Economics A. Offering Size and Share Calculations We confirm our agreement with the overall structure of the Offering as set forth in the Draft Agreement, which contemplates: (i) a base offering of approximately 23,713,636 shares of Common Stock at an assumed midpoint public offering price of $22.00 per share, representing aggregate gross proceeds of approximately $521,700,000; plus (ii) a 1

II. Material Adverse Effect Definition We identify the definition of "material adverse effect" (or "Material Adverse Effect") as one of the most significant areas of comment on the Draft Agreement. This definition is central to several provisions of the Underwriting Agreement, including the bring-down closing condition, the termination provisions, and the scope of certain representations and warranties, and we believ

III. Representations and Warranties of the Company A. General Comments on Scope We acknowledge that the representations and warranties of the Company set forth in the Draft Agreement are broadly consistent with market practice for an initial public offering of this size. Nonetheless, we have a number of comments and proposed revisions, which we describe below. As a threshold matter, we request that all representation

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10. CBR Development Co. LLC At a minimum, the definition should track the subsidiaries listed in the S-1 Registration Statement and should not purport to sweep in entities that are not described or identified therein. B. Specific Representation Comments Financial Statements. The representation regarding the Company's financial statements should reference the audited consolidated financial statements of the Company fo

IV. Covenants A. Issuer Lock-Up The Draft Agreement includes an issuer lock-up provision that restricts the Company from issuing, selling, offering to sell, contracting to sell, granting any option to purchase, or otherwise disposing of, or registering under the Securities Act, any shares of Common Stock or any securities convertible into or exchangeable for Common Stock, for a period of 180 days following the date o

V. Conditions to Closing A. Officer's Certificate The Draft Agreement conditions closing on the delivery by the Company of an officer's certificate, to be signed by Garrett Calloway, Chief Executive Officer, and Marcus Yoon, Chief Financial Officer, confirming: (a) the accuracy of the representations and warranties of the Company at and as of the closing date (or, in the case of representations and warranties that sp

VI. Indemnification and Contribution A. Issuer Indemnification of Underwriters We acknowledge that the Draft Agreement's provision requiring the Company to indemnify the Underwriters and their respective directors, officers, employees, agents, and controlling persons against losses, claims, damages, or liabilities arising from material misstatements or omissions in the Registration Statement, the prospectus, or any r

VII. Termination A. Termination Rights The Draft Agreement provides the Underwriters (acting through Hargrove Keating & Co. as Representative) with termination rights exercisable prior to the closing of the Offering upon the occurrence of certain specified events. We have the following comments on the termination triggers.

1. Market-Out. The market-out clause in the Draft Agreement permits the Representative to terminate the Underwriting Agreement if, since the date of the Underwriting Agreement or the applicable time, as the case may be, there has been a material adverse change in the financial markets in the United States or a material disruption in securities settlement, payment, or clearance services in the United States. We are co

2. Disaster-Out / Force Majeure. The disaster-out clause in the Draft Agreement permits the Representative to terminate the Underwriting Agreement upon the outbreak of hostilities, the escalation of existing hostilities, the declaration of war, any act of terrorism, or any other national or international calamity or crisis. We request that this provision be revised to require that any such event, in the reasonable ju

3. Company MAE. The Draft Agreement provides for a termination right upon the occurrence of a "material adverse effect" with respect to the Company. However, the termination provision in the Draft Agreement uses undefined language that is broader than the defined term "Material Adverse Effect" as set forth elsewhere in the Draft Agreement. Specifically, the termination provision refers to "any change in or affecting

4. Legal/Regulatory. The Draft Agreement provides for a termination right upon the issuance of any stop order by the Securities and Exchange Commission with respect to the Registration Statement, the institution by the SEC of proceedings seeking a stop order, or the issuance of any order, decree, or injunction by any court or governmental authority seeking to restrain or prevent the consummation of the Offering. We h

VIII. FINRA Compliance A. Rule 5110 Compliance We request that the Underwriting Agreement include an affirmative representation by the Underwriters that the underwriting terms and arrangements set forth in the Underwriting Agreement comply with the requirements of FINRA Rule 5110 (the "Corporate Financing Rule"). Specifically, the underwriter compensation elements — including the gross spread of 5.50%, the expense re

IX. Overallotment Option The Draft Agreement grants the Underwriters an option (the "Overallotment Option" or "Greenshoe") to purchase up to an additional 3,559,091 shares of Common Stock (representing approximately 15% of the base offering shares), at the public offering price less the underwriting discount, for the purpose of covering over-allotments, i