1015-00001 · Graymont Brothers Inc · Closing

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CROSS-RECEIPT

DRAFT — [●], 2022

DRAFT — SUBJECT TO COMPLETION. This draft cross-receipt has been prepared by Calderwood & Harkness LLP and is circulated for discussion purposes only. All bracketed amounts, share numbers, and dollar figures are subject to completion upon pricing and are based on an assumed public offering price of $22.00 per share (the midpoint of the estimated price range). This document should not be executed in its current form.

CROSS-RECEIPT

Relating to the Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc.

Calderwood & Harkness LLP Matter No. 1015-00001

RECITALS

A. Reference is hereby made to the Underwriting Agreement (the "Underwriting Agreement"), dated as of [●], 2022, among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several underwriters named in Schedule I thereto (the "Underwriters"), for whom Hargrove Keating & Co. is acting as representative (the "Representative"). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Underwriting Agreement.

B. Reference is further made to the Pricing Agreement, dated as of [●], 2022 (the "Pricing Agreement"), among the Company, the Selling Stockholder, and the Representative, which Pricing Agreement establishes, among other things, the public offering price per share, the purchase price per share payable by the Underwriters, and the number of shares of Common Stock to be purchased by the several Underwriters from the Company and the Selling Stockholder, respectively.

C. The Company and the Selling Stockholder are selling shares of common stock, par value $0.01 per share, of the Company (the "Shares") in connection with the Company's initial public offering (the "Offering"). The Shares are to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."

D. Pursuant to the Underwriting Agreement and the Pricing Agreement:

(i) Company Shares (Primary Offering). The Company is issuing and selling [16,895,455] shares of Common Stock (the "Company Shares"), representing aggregate gross proceeds of approximately $371,700,000 at an assumed public offering price of $[22.00] per share;

(ii) Selling Stockholder Shares (Secondary Offering). The Selling Stockholder is selling [6,818,182] shares of Common Stock (the "Selling Stockholder Shares"), representing aggregate gross proceeds of approximately $150,000,000 at an assumed public offering price of $[22.00] per share; and

(iii) Total Base Shares. The Company Shares and the Selling Stockholder Shares, taken together, consist of [23,713,636] shares of Common Stock (collectively, the "Firm Shares").

Note: All bracketed amounts indicate amounts to be completed upon pricing of the Offering. All share numbers and dollar amounts set forth herein assume a public offering price of $22.00 per share (the midpoint of the estimated price range set forth in the Registration Statement) and are subject to adjustment based upon the actual public offering price and the actual number of shares determined at pricing.

E. Reference is further made to the option (the "Overallotment Option") granted by the Company and/or the Selling Stockholder to the Underwriters pursuant to Section [2] of the Underwriting Agreement to purchase up to an additional [3,559,091] shares of Common Stock (the "Option Shares") at the purchase price set forth in the Pricing Agreement, solely to cover overallotments, if any. The Option Shares, if purchased in full, represent aggregate gross proceeds of approximately $78,300,000 at the assumed public offering price of $[22.00] per share. This Cross-Receipt covers only the Firm Shares being delivered at the closing of the Offering on the Closing Date (as defined below); a separate cross-receipt or supplemental receipt in substantially the same form as this Cross-Receipt shall be executed and delivered in connection with any exercise, in whole or in part, of the Overallotment Option.

F. The public offering price per share of Common Stock has been established at $[22.00] per share. The underwriting discount (the "Gross Spread") is equal to 5.50% of the public offering price, or $[1.21] per share. Accordingly, the purchase price per share payable by the Underwriters to the Company and the Selling Stockholder is $[22.00] minus $[1.21], or $[20.79] per share (the "Purchase Price"). On the basis of the foregoing:

(i) The aggregate purchase price for all [23,713,636] Firm Shares is [23,713,636] shares × $[20.79] = $[____] (to be completed at pricing);

(ii) The portion of such aggregate purchase price payable to the Company in respect of the Company Shares is [16,895,455] shares × $[20.79] = $[____]; and

(iii) The portion of such aggregate purchase price payable to the Selling Stockholder in respect of the Selling Stockholder Shares is [6,818,182] shares × $[20.79] = $[____].

NOW, THEREFORE, in consideration of the mutual acknowledgments and confirmations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree and acknowledge as follows:

Section 1 — Receipt by the Representative (on Behalf of the Underwriters)

1.1 Acknowledgment of Delivery of Shares

The Representative, on behalf of itself and the several Underwriters listed in Schedule I to the Underwriting Agreement (and as set forth on Schedule I hereto), hereby acknowledges receipt from the Company and the Selling Stockholder of [23,713,636] Firm Shares of Common Stock, par value $0.01 per share, of Calloway-Briggs Renewables Inc. (consisting of [16,895,455] Company Shares and [6,818,182] Selling Stockholder Shares), delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York 10041. The CUSIP number assigned to the Common Stock is [TBD — to be assigned by CUSIP Global Services prior to the Closing Date].

1.2 Allocation of Shares Among Underwriters

The Firm Shares have been allocated among the several Underwriters in accordance with their respective commitments as set forth in Schedule I to the Underwriting Agreement, as follows:

Note: Share allocations are subject to rounding adjustments. Any fractional shares resulting from the application of the foregoing percentages have been allocated to Hargrove Keating & Co., as Representative, in accordance with Section [2(b)] of the Underwriting Agreement.

1.3 Confirmation of Book-Entry Transfer

The Representative hereby confirms that the [23,713,636] Firm Shares have been credited to the respective accounts of the several Underwriters (or their designated clearing accounts) at DTC, as specified in the Underwriting Agreement and the wire/delivery instructions provided by the Representative to the Company and Continental Shareowner Services, Inc., as transfer agent and registrar for the Common Stock (the "Transfer Agent"), prior to the Closing Date. The Transfer Agent has confirmed the book-entry issuance of the Company Shares and the book-entry transfer of the Selling Stockholder Shares into the respective DTC participant accounts of the several Underwriters in the amounts set forth in Section 1.2 above.

Section 2 — Receipt by the Company

2.1 Acknowledgment of Receipt of Purchase Price (Company Portion)

The Company hereby acknowledges receipt from the Representative, on behalf of the several Underwriters, of the aggregate purchase price for the Company Shares in the amount of $[____] (representing [16,895,455] Company Shares at a Purchase Price of $[20.79] per share), less any applicable withholding or deductions, if any, expressly provided for under the Underwriting Agreement. Such payment was received by wire transfer of immediately available funds in United States dollars to the account of the Company, as follows:

Bank: [___] **ABA Routing Number:** [___] Account Name: Calloway-Briggs Renewables Inc. Account Number: [____] Reference: CBR IPO — Company Proceeds

2.2 Company's Confirmation

The Company hereby confirms that it has duly issued and delivered [16,895,455] Company Shares to the several Underwriters (through the facilities of DTC as described in Section 1 above), and that such Company Shares have been duly authorized, validly issued, are fully paid and non-assessable, and have been delivered free and clear of all liens, pledges, encumbrances, security interests, equities, claims, and restrictions of any kind whatsoever (other than those arising under the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities or "blue sky" laws, and the lock-up agreements described in Section [6] of the Underwriting Agreement). The Company further confirms that the issuance and sale of the Company Shares have been duly registered under the Securities Act pursuant to the Registration Statement on Form S-1 (File No. 333-[●]) declared effective by the Securities and Exchange Commission on [●], 2022.

Section 3 — Receipt by the Selling Stockholder

3.1 Acknowledgment of Receipt of Purchase Price (Selling Stockholder Portion)

The Selling Stockholder hereby acknowledges receipt from the Representative, on behalf of the several Underwriters, of the aggregate purchase price for the Selling Stockholder Shares in the amount of $[____] (representing [6,818,182] Selling Stockholder Shares at a Purchase Price of $[20.79] per share), less any applicable withholding or deductions, if any, expressly provided for under the Underwriting Agreement. Such payment was received by wire transfer of immediately available funds in United States dollars to the account of the Selling Stockholder, as follows:

Bank: [___] **ABA Routing Number:** [___] Account Name: Pinnacle Vista Capital Partners III, LP Account Number: [____] Reference: CBR IPO — Selling Stockholder Proceeds

3.2 Selling Stockholder's Confirmation

The Selling Stockholder hereby confirms that it has duly transferred and delivered [6,818,182] Selling Stockholder Shares to the several Underwriters (through the facilities of DTC as described in Section 1 above), and that such Selling Stockholder Shares have been delivered free and clear of all liens, pledges, encumbrances, security interests, equities, claims, and restrictions of any kind whatsoever, other than (a) restrictions arising under the Securities Act and applicable state securities or "blue sky" laws, and (b) restrictions under the lock-up agreements executed by the Selling Stockholder in connection with the Offering, as described in Section [6] of the Underwriting Agreement. The Selling Stockholder further represents that it had good and valid title to the Selling Stockholder Shares immediately prior to the delivery thereof to the Underwriters and that the transfer of such shares has been duly authorized by all necessary partnership action on the part of the Selling Stockholder and its general partner.

Section 4 — Overallotment Option Shares

This Cross-Receipt relates solely to the Firm Shares and does not cover the Option Shares. In the event that the Underwriters exercise the Overallotment Option granted pursuant to Section [2(c)] of the Underwriting Agreement to purchase up to [3,559,091] additional shares of Common Stock (in whole or in part), a supplemental cross-receipt in substantially the same form as this Cross-Receipt shall be executed and delivered by the applicable parties at the time of delivery of such Option Shares in accordance with Section [4] of the Underwriting Agreement. For reference purposes, the Overallotment Option represents approximately 15% of the Firm Shares being offered (the customary "greenshoe" provision). Upon full exercise of the Overallotment Option, the total number of shares of Common Stock sold in the Offering would be [27,272,727] shares, and the total aggregate offering size would be approximately $600,000,000 at the assumed public offering price of $[22.00] per share.

Section 5 — General Provisions

5.1 Date and Time of Delivery

The closing of the purchase and sale of the Firm Shares (the "Closing") is taking place at [10:00 a.m.], New York City time, on [●], 2022 (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022, or at such other location as the parties hereto may mutually agree in writing, or remotely by the exchange of documents and signatures via electronic transmission (including portable document format (PDF)), in each case in accordance with Section [4] of the Underwriting Agreement.

5.2 Simultaneous Delivery

The delivery of the Firm Shares by the Company and the Selling Stockholder to the several Underwriters and the payment of the aggregate purchase price by the Underwriters to the Company and the Selling Stockholder are occurring simultaneously and are each contingent upon the other. No delivery of shares shall be deemed to have occurred unless and until the corresponding wire transfer of funds has been received and confirmed, and no payment shall be deemed to have occurred unless and until the corresponding book-entry transfer of shares has been completed and confirmed by the Transfer Agent and DTC. The simultaneous exchange contemplated by this Section 5.2 is a condition to each party's obligations hereunder.

5.3 No Modification of Underwriting Agreement

This Cross-Receipt is delivered solely for the purpose of confirming and evidencing the simultaneous exchange of shares and funds at the Closing and does not amend, modify, supplement, waive, or otherwise alter the Underwriting Agreement, the Pricing Agreement, or any other agreement or instrument executed in connection with the Offering, in any respect whatsoever. Nothing contained herein shall be construed to create any rights, obligations, representations, warranties, or covenants not expressly set forth in the Underwriting Agreement or the Pricing Agreement. In the event of any conflict or inconsistency between the terms of this Cross-Receipt and the terms of the Underwriting Agreement, the terms of the Underwriting Agreement shall govern and control in all respects.

5.4 Transfer Agent Confirmation

Continental Shareowner Services, Inc. (Attention: Maria Costello, Vice President, Corporate Actions), located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, acting in its capacity as transfer agent and registrar for the Common Stock of the Company, has confirmed the issuance and book-entry registration of the [16,895,455] Company Shares and the transfer and book-entry registration of the [6,818,182] Selling Stockholder Shares to the respective DTC participant accounts of the several Underwriters, as set forth in this Cross-Receipt.

5.5 Counterparts. This Cross-Receipt may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Cross-Receipt by facsimile or by electronic transmission in portable document format (PDF) shall be equally as effective as delivery of an original, manually executed counterpart hereof. Any party delivering an executed counterpart of this Cross-Receipt by facsimile or PDF shall also deliver an original executed counterpart of this Cross-Receipt, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect of this Cross-Receipt.

5.6 Governing Law

This Cross-Receipt shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflict-of-laws principles thereof that would require the application of the laws of any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Cross-Receipt to be duly executed as of the date first written above.

THE COMPANY:

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: [Garrett Calloway / Marcus Yoon]

Title: [Chairman & Chief Executive Officer / Chief Financial Officer]

Address:

4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746

THE SELLING STOCKHOLDER:

PINNACLE VISTA CAPITAL PARTNERS III, LP

By: Pinnacle Vista Capital Management LLC,

its General Partner

By: ________

Name: [Hugh Pemberton / Diane Kovac]

Title: [Co-Founder & Managing Partner]

Address:

900 Park Avenue, 38th Floor New York, New York 10021

THE REPRESENTATIVE (ON BEHALF OF THE SEVERAL UNDERWRITERS):

HARGROVE KEATING & CO., as Representative of the several Underwriters

By: ________

Name: Oliver Marchetti

Title: Managing Director, Equity Capital Markets

Address:

383 Madison Place New York, New York 10017

SCHEDULE I

Underwriter Allocations

The following table sets forth the name, principal office, and number of Firm Shares to be purchased by each of the several Underwriters, as set forth in Schedule I to the Underwriting Agreement:

Note: Share allocations are subject to completion upon pricing and may be subject to rounding adjustments. The allocations set forth above are based on an assumed public offering price of $22.00 per share and a total Firm Share offering of [23,713,636] shares. Actual allocations will be confirmed by the Representative prior to the Closing Date.

SCHEDULE II

Wire Transfer Instructions

A. Company Wire Instructions

Bank: [___] **ABA Routing Number:** [___] Account Name: Calloway-Briggs Renewables Inc. Account Number: [___] **Reference:** CBR IPO — Company Proceeds **Contact Person:** Priya Anand, Senior Vice President, Finance & Treasurer **Telephone:** [___] Email: [____]

B. Selling Stockholder Wire Instructions

Bank: [___] **ABA Routing Number:** [___] Account Name: Pinnacle Vista Capital Partners III, LP Account Number: [___] **Reference:** CBR IPO — Selling Stockholder Proceeds **Contact Person:** Hugh Pemberton / Diane Kovac, Pinnacle Vista Capital Management LLC **Telephone:** [___] Email: [____]

C. Representative Wire Instructions (for any refund or adjustment)

Bank: [___] **ABA Routing Number:** [___] Account Name: Hargrove Keating & Co. Account Number: [___] **Reference:** CBR IPO — Underwriter Account **Contact Person:** Daniel Furman, Vice President, ECM Syndicate **Telephone:** [___] Email: [____]

Note: The wire transfer instructions set forth in this Schedule II are provided for the sole purpose of facilitating the payment of the aggregate purchase price and any refunds or adjustments in connection with the Closing. Each party shall promptly confirm receipt of any wire transfer received in connection with the Closing. All wire instructions are subject to verification and confirmation by the paying party's bank prior to the initiation of any transfer.

DOCUMENT CONTROL

This document was prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022.

C&H Matter No.: 1015-00001 Responsible Partner: Jennifer Kwon Drafted by: Brendan Walsh / Natasha Forbes Status: DRAFT — Never executed. The Offering was placed in dormant status as of June 17, 2022. This Cross-Receipt was prepared in anticipation of the Closing but was never finalized, completed, or executed by any of the parties hereto. This document does not constitute evidence of any transaction and should not be relied upon for any purpose.

Underwriter	Allocation (%)	Number of Firm Shares
Hargrove Keating & Co.	40.00%	[9,485,455]
Linden Pratt Securities LLC	25.00%	[5,928,409]
Graymont Brothers Inc.	20.00%	[4,742,727]
Barfield Stuart & Co.	10.00%	[2,371,364]
Crane Whitley Capital LLC	5.00%	[1,185,682]
Total	100.00%	[23,713,636]
Underwriter	Principal Office	Number of Firm Shares
Hargrove Keating & Co.	383 Madison Place, New York, NY 10017	[9,485,455]
Linden Pratt Securities LLC	200 Vesey Street, 40th Floor, New York, NY 10281	[5,928,409]
Graymont Brothers Inc.	555 California Street, Suite 3200, San Francisco, CA 94104	[4,742,727]
Barfield Stuart & Co.	101 Federal Street, Boston, MA 02110	[2,371,364]
Crane Whitley Capital LLC	600 Travis Street, Suite 4400, Houston, TX 77002	[1,185,682]
Total	[23,713,636]

CROSS-RECEIPT
DRAFT — [●], 2022
DRAFT — SUBJECT TO COMPLETION. This draft cross-receipt has been prepared by Calderwood & Harkness LLP and is circulated for discussion purposes only. All bracketed amounts, share numbers, and dollar figures are subject to completion upon pricing and are based on an assumed public offering price of $22.00 per share (the midpoint of the estimated price range). This document should not be executed in its current form.
CROSS-RECEIPT
Relating to the Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc.
Calderwood & Harkness LLP Matter No. 1015-00001
RECITALS
A. Reference is hereby made to the Underwriting Agreement (the "Underwriting Agreement"), dated as of [●], 2022, among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), and the several underwriters named in Schedule I thereto (the "Underwriters"), for whom Hargrove Keating & Co. is acting as representative (the "Representative"). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Underwriting Agreement.
B. Reference is further made to the Pricing Agreement, dated as of [●], 2022 (the "Pricing Agreement"), among the Company, the Selling Stockholder, and the Representative, which Pricing Agreement establishes, among other things, the public offering price per share, the purchase price per share payable by the Underwriters, and the number of shares of Common Stock to be purchased by the several Underwriters from the Company and the Selling Stockholder, respectively.
C. The Company and the Selling Stockholder are selling shares of common stock, par value $0.01 per share, of the Company (the "Shares") in connection with the Company's initial public offering (the "Offering"). The Shares are to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."
D. Pursuant to the Underwriting Agreement and the Pricing Agreement:
(i) Company Shares (Primary Offering). The Company is issuing and selling [16,895,455] shares of Common Stock (the "Company Shares"), representing aggregate gross proceeds of approximately $371,700,000 at an assumed public offering price of $[22.00] per share;
(ii) Selling Stockholder Shares (Secondary Offering). The Selling Stockholder is selling [6,818,182] shares of Common Stock (the "Selling Stockholder Shares"), representing aggregate gross proceeds of approximately $150,000,000 at an assumed public offering price of $[22.00] per share; and
(iii) Total Base Shares. The Company Shares and the Selling Stockholder Shares, taken together, consist of [23,713,636] shares of Common Stock (collectively, the "Firm Shares").
Note: All bracketed amounts indicate amounts to be completed upon pricing of the Offering. All share numbers and dollar amounts set forth herein assume a public offering price of $22.00 per share (the midpoint of the estimated price range set forth in the Registration Statement) and are subject to adjustment based upon the actual public offering price and the actual number of shares determined at pricing.
E. Reference is further made to the option (the "Overallotment Option") granted by the Company and/or the Selling Stockholder to the Underwriters pursuant to Section [2] of the Underwriting Agreement to purchase up to an additional [3,559,091] shares of Common Stock (the "Option Shares") at the purchase price set forth in the Pricing Agreement, solely to cover overallotments, if any. The Option Shares, if purchased in full, represent aggregate gross proceeds of approximately $78,300,000 at the assumed public offering price of $[22.00] per share. This Cross-Receipt covers only the Firm Shares being delivered at the closing of the Offering on the Closing Date (as defined below); a separate cross-receipt or supplemental receipt in substantially the same form as this Cross-Receipt shall be executed and delivered in connection with any exercise, in whole or in part, of the Overallotment Option.
F. The public offering price per share of Common Stock has been established at $[22.00] per share. The underwriting discount (the "Gross Spread") is equal to 5.50% of the public offering price, or $[1.21] per share. Accordingly, the purchase price per share payable by the Underwriters to the Company and the Selling Stockholder is $[22.00] minus $[1.21], or $[20.79] per share (the "Purchase Price"). On the basis of the foregoing:
(i) The aggregate purchase price for all [23,713,636] Firm Shares is [23,713,636] shares × $[20.79] = $[____] (to be completed at pricing);
(ii) The portion of such aggregate purchase price payable to the Company in respect of the Company Shares is [16,895,455] shares × $[20.79] = $[____]; and
(iii) The portion of such aggregate purchase price payable to the Selling Stockholder in respect of the Selling Stockholder Shares is [6,818,182] shares × $[20.79] = $[____].
NOW, THEREFORE, in consideration of the mutual acknowledgments and confirmations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree and acknowledge as follows:
Section 1 — Receipt by the Representative (on Behalf of the Underwriters)
1.1 Acknowledgment of Delivery of Shares
The Representative, on behalf of itself and the several Underwriters listed in Schedule I to the Underwriting Agreement (and as set forth on Schedule I hereto), hereby acknowledges receipt from the Company and the Selling Stockholder of [23,713,636] Firm Shares of Common Stock, par value $0.01 per share, of Calloway-Briggs Renewables Inc. (consisting of [16,895,455] Company Shares and [6,818,182] Selling Stockholder Shares), delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York 10041. The CUSIP number assigned to the Common Stock is [TBD — to be assigned by CUSIP Global Services prior to the Closing Date].
1.2 Allocation of Shares Among Underwriters
The Firm Shares have been allocated among the several Underwriters in accordance with their respective commitments as set forth in Schedule I to the Underwriting Agreement, as follows:
Note: Share allocations are subject to rounding adjustments. Any fractional shares resulting from the application of the foregoing percentages have been allocated to Hargrove Keating & Co., as Representative, in accordance with Section [2(b)] of the Underwriting Agreement.
1.3 Confirmation of Book-Entry Transfer
The Representative hereby confirms that the [23,713,636] Firm Shares have been credited to the respective accounts of the several Underwriters (or their designated clearing accounts) at DTC, as specified in the Underwriting Agreement and the wire/delivery instructions provided by the Representative to the Company and Continental Shareowner Services, Inc., as transfer agent and registrar for the Common Stock (the "Transfer Agent"), prior to the Closing Date. The Transfer Agent has confirmed the book-entry issuance of the Company Shares and the book-entry transfer of the Selling Stockholder Shares into the respective DTC participant accounts of the several Underwriters in the amounts set forth in Section 1.2 above.
Section 2 — Receipt by the Company
2.1 Acknowledgment of Receipt of Purchase Price (Company Portion)
The Company hereby acknowledges receipt from the Representative, on behalf of the several Underwriters, of the aggregate purchase price for the Company Shares in the amount of $[____] (representing [16,895,455] Company Shares at a Purchase Price of $[20.79] per share), less any applicable withholding or deductions, if any, expressly provided for under the Underwriting Agreement. Such payment was received by wire transfer of immediately available funds in United States dollars to the account of the Company, as follows:
Bank: [___] **ABA Routing Number:** [___] Account Name: Calloway-Briggs Renewables Inc. Account Number: [____] Reference: CBR IPO — Company Proceeds
2.2 Company's Confirmation
The Company hereby confirms that it has duly issued and delivered [16,895,455] Company Shares to the several Underwriters (through the facilities of DTC as described in Section 1 above), and that such Company Shares have been duly authorized, validly issued, are fully paid and non-assessable, and have been delivered free and clear of all liens, pledges, encumbrances, security interests, equities, claims, and restrictions of any kind whatsoever (other than those arising under the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities or "blue sky" laws, and the lock-up agreements described in Section [6] of the Underwriting Agreement). The Company further confirms that the issuance and sale of the Company Shares have been duly registered under the Securities Act pursuant to the Registration Statement on Form S-1 (File No. 333-[●]) declared effective by the Securities and Exchange Commission on [●], 2022.
Section 3 — Receipt by the Selling Stockholder
3.1 Acknowledgment of Receipt of Purchase Price (Selling Stockholder Portion)
The Selling Stockholder hereby acknowledges receipt from the Representative, on behalf of the several Underwriters, of the aggregate purchase price for the Selling Stockholder Shares in the amount of $[____] (representing [6,818,182] Selling Stockholder Shares at a Purchase Price of $[20.79] per share), less any applicable withholding or deductions, if any, expressly provided for under the Underwriting Agreement. Such payment was received by wire transfer of immediately available funds in United States dollars to the account of the Selling Stockholder, as follows:
Bank: [___] **ABA Routing Number:** [___] Account Name: Pinnacle Vista Capital Partners III, LP Account Number: [____] Reference: CBR IPO — Selling Stockholder Proceeds
3.2 Selling Stockholder's Confirmation
The Selling Stockholder hereby confirms that it has duly transferred and delivered [6,818,182] Selling Stockholder Shares to the several Underwriters (through the facilities of DTC as described in Section 1 above), and that such Selling Stockholder Shares have been delivered free and clear of all liens, pledges, encumbrances, security interests, equities, claims, and restrictions of any kind whatsoever, other than (a) restrictions arising under the Securities Act and applicable state securities or "blue sky" laws, and (b) restrictions under the lock-up agreements executed by the Selling Stockholder in connection with the Offering, as described in Section [6] of the Underwriting Agreement. The Selling Stockholder further represents that it had good and valid title to the Selling Stockholder Shares immediately prior to the delivery thereof to the Underwriters and that the transfer of such shares has been duly authorized by all necessary partnership action on the part of the Selling Stockholder and its general partner.
Section 4 — Overallotment Option Shares
This Cross-Receipt relates solely to the Firm Shares and does not cover the Option Shares. In the event that the Underwriters exercise the Overallotment Option granted pursuant to Section [2(c)] of the Underwriting Agreement to purchase up to [3,559,091] additional shares of Common Stock (in whole or in part), a supplemental cross-receipt in substantially the same form as this Cross-Receipt shall be executed and delivered by the applicable parties at the time of delivery of such Option Shares in accordance with Section [4] of the Underwriting Agreement. For reference purposes, the Overallotment Option represents approximately 15% of the Firm Shares being offered (the customary "greenshoe" provision). Upon full exercise of the Overallotment Option, the total number of shares of Common Stock sold in the Offering would be [27,272,727] shares, and the total aggregate offering size would be approximately $600,000,000 at the assumed public offering price of $[22.00] per share.
Section 5 — General Provisions
5.1 Date and Time of Delivery
The closing of the purchase and sale of the Firm Shares (the "Closing") is taking place at [10:00 a.m.], New York City time, on [●], 2022 (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022, or at such other location as the parties hereto may mutually agree in writing, or remotely by the exchange of documents and signatures via electronic transmission (including portable document format (PDF)), in each case in accordance with Section [4] of the Underwriting Agreement.
5.2 Simultaneous Delivery
The delivery of the Firm Shares by the Company and the Selling Stockholder to the several Underwriters and the payment of the aggregate purchase price by the Underwriters to the Company and the Selling Stockholder are occurring simultaneously and are each contingent upon the other. No delivery of shares shall be deemed to have occurred unless and until the corresponding wire transfer of funds has been received and confirmed, and no payment shall be deemed to have occurred unless and until the corresponding book-entry transfer of shares has been completed and confirmed by the Transfer Agent and DTC. The simultaneous exchange contemplated by this Section 5.2 is a condition to each party's obligations hereunder.
5.3 No Modification of Underwriting Agreement
This Cross-Receipt is delivered solely for the purpose of confirming and evidencing the simultaneous exchange of shares and funds at the Closing and does not amend, modify, supplement, waive, or otherwise alter the Underwriting Agreement, the Pricing Agreement, or any other agreement or instrument executed in connection with the Offering, in any respect whatsoever. Nothing contained herein shall be construed to create any rights, obligations, representations, warranties, or covenants not expressly set forth in the Underwriting Agreement or the Pricing Agreement. In the event of any conflict or inconsistency between the terms of this Cross-Receipt and the terms of the Underwriting Agreement, the terms of the Underwriting Agreement shall govern and control in all respects.
5.4 Transfer Agent Confirmation
Continental Shareowner Services, Inc. (Attention: Maria Costello, Vice President, Corporate Actions), located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, acting in its capacity as transfer agent and registrar for the Common Stock of the Company, has confirmed the issuance and book-entry registration of the [16,895,455] Company Shares and the transfer and book-entry registration of the [6,818,182] Selling Stockholder Shares to the respective DTC participant accounts of the several Underwriters, as set forth in this Cross-Receipt.
5.5 Counterparts.  This Cross-Receipt may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Cross-Receipt by facsimile or by electronic transmission in portable document format (PDF) shall be equally as effective as delivery of an original, manually executed counterpart hereof. Any party delivering an executed counterpart of this Cross-Receipt by facsimile or PDF shall also deliver an original executed counterpart of this Cross-Receipt, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect of this Cross-Receipt.
5.6 Governing Law
This Cross-Receipt shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflict-of-laws principles thereof that would require the application of the laws of any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Cross-Receipt to be duly executed as of the date first written above.
THE COMPANY:
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: [Garrett Calloway / Marcus Yoon]
Title: [Chairman & Chief Executive Officer / Chief Financial Officer]
Address:
4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746
THE SELLING STOCKHOLDER:
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: [Hugh Pemberton / Diane Kovac]
Title: [Co-Founder & Managing Partner]
Address:
900 Park Avenue, 38th Floor New York, New York 10021
THE REPRESENTATIVE (ON BEHALF OF THE SEVERAL UNDERWRITERS):
HARGROVE KEATING & CO., as Representative of the several Underwriters
By: ________
Name: Oliver Marchetti
Title: Managing Director, Equity Capital Markets
Address:
383 Madison Place New York, New York 10017
SCHEDULE I
Underwriter Allocations
The following table sets forth the name, principal office, and number of Firm Shares to be purchased by each of the several Underwriters, as set forth in Schedule I to the Underwriting Agreement:
Note: Share allocations are subject to completion upon pricing and may be subject to rounding adjustments. The allocations set forth above are based on an assumed public offering price of $22.00 per share and a total Firm Share offering of [23,713,636] shares. Actual allocations will be confirmed by the Representative prior to the Closing Date.
SCHEDULE II
Wire Transfer Instructions
A. Company Wire Instructions
Bank: [___] **ABA Routing Number:** [___] Account Name: Calloway-Briggs Renewables Inc. Account Number: [___] **Reference:** CBR IPO — Company Proceeds **Contact Person:** Priya Anand, Senior Vice President, Finance & Treasurer **Telephone:** [___] Email: [____]
B. Selling Stockholder Wire Instructions
Bank: [___] **ABA Routing Number:** [___] Account Name: Pinnacle Vista Capital Partners III, LP Account Number: [___] **Reference:** CBR IPO — Selling Stockholder Proceeds **Contact Person:** Hugh Pemberton / Diane Kovac, Pinnacle Vista Capital Management LLC **Telephone:** [___] Email: [____]
C. Representative Wire Instructions (for any refund or adjustment)
Bank: [___] **ABA Routing Number:** [___] Account Name: Hargrove Keating & Co. Account Number: [___] **Reference:** CBR IPO — Underwriter Account **Contact Person:** Daniel Furman, Vice President, ECM Syndicate **Telephone:** [___] Email: [____]
Note: The wire transfer instructions set forth in this Schedule II are provided for the sole purpose of facilitating the payment of the aggregate purchase price and any refunds or adjustments in connection with the Closing. Each party shall promptly confirm receipt of any wire transfer received in connection with the Closing. All wire instructions are subject to verification and confirmation by the paying party's bank prior to the initiation of any transfer.
DOCUMENT CONTROL
This document was prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022.
C&H Matter No.: 1015-00001 Responsible Partner: Jennifer Kwon Drafted by: Brendan Walsh / Natasha Forbes Status: DRAFT — Never executed. The Offering was placed in dormant status as of June 17, 2022. This Cross-Receipt was prepared in anticipation of the Closing but was never finalized, completed, or executed by any of the parties hereto. This document does not constitute evidence of any transaction and should not be relied upon for any purpose.
Underwriter | Allocation (%) | Number of Firm Shares
Hargrove Keating & Co. | 40.00% | [9,485,455]
Linden Pratt Securities LLC | 25.00% | [5,928,409]
Graymont Brothers Inc. | 20.00% | [4,742,727]
Barfield Stuart & Co. | 10.00% | [2,371,364]
Crane Whitley Capital LLC | 5.00% | [1,185,682]
Total | 100.00% | [23,713,636]
Underwriter | Principal Office | Number of Firm Shares
Hargrove Keating & Co. | 383 Madison Place, New York, NY 10017 | [9,485,455]
Linden Pratt Securities LLC | 200 Vesey Street, 40th Floor, New York, NY 10281 | [5,928,409]
Graymont Brothers Inc. | 555 California Street, Suite 3200, San Francisco, CA 94104 | [4,742,727]
Barfield Stuart & Co. | 101 Federal Street, Boston, MA 02110 | [2,371,364]
Crane Whitley Capital LLC | 600 Travis Street, Suite 4400, Houston, TX 77002 | [1,185,682]
Total | [23,713,636]

CROSS-RECEIPT

CROSS-RECEIPT

RECITALS

THE COMPANY:

CALLOWAY-BRIGGS RENEWABLES INC.

THE SELLING STOCKHOLDER:

PINNACLE VISTA CAPITAL PARTNERS III, LP

THE REPRESENTATIVE (ON BEHALF OF THE SEVERAL UNDERWRITERS):

SCHEDULE I

SCHEDULE II

DOCUMENT CONTROL

Record

Parties

Dates

Amounts