PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
TO: File — C&H Matter No. 1015-00001
FROM: Jennifer Kwon, Responsible Partner, Capital Markets
DATE: March 10, 2022
RE: Staffing Memorandum — Calloway-Briggs Renewables Inc. Proposed Initial Public Offering of Common Stock (~$600,000,000) on the New York Stock Exchange
Client: Calloway-Briggs Renewables Inc. ("CBR")
Matter No.: 1015-00001
I. PURPOSE
This memorandum sets forth the Calderwood & Harkness LLP ("C&H" or the "Firm") staffing plan and workstream assignments for the representation of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") in connection with its proposed initial public offering (the "IPO" or the "Offering") of approximately $600,000,000 of common stock (the "Common Stock") on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." This memorandum is intended to serve as the definitive staffing reference for all members of the C&H deal team and should be updated as circumstances require throughout the engagement.
The engagement commenced on March 10, 2022, pursuant to an engagement letter executed between Calderwood & Harkness LLP and CBR, addressed to Sandra Haverford, General Counsel & Corporate Secretary of CBR (the "Engagement Letter"). The Engagement Letter sets forth the scope of the Firm's representation, the fee arrangement (described in further detail in Section V below), and the terms and conditions governing the attorney-client relationship. All work performed in connection with this matter is subject to the terms of the Engagement Letter unless otherwise agreed in writing.
The organizational meeting (the "Org Meeting") is scheduled for the week of March 14–18, 2022, at CBR's headquarters located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746. The Org Meeting will bring together representatives of CBR management, the C&H deal team, representatives of the underwriters (led by Hargrove Keating & Co. as lead-left book-runner), underwriters' counsel (Prescott, Danforth & Yee LLP), CBR's independent auditor (Ashford & Pemberton LLP), and other members of the working group as appropriate. The Org Meeting agenda will address, among other things, the proposed offering timeline, key workstreams and responsibilities, due diligence procedures, the registration statement drafting schedule, anticipated SEC review timing, and the roadshow and pricing timeline.
This memorandum should be read in conjunction with the Working Group List (Document 7), which identifies all members of the broader working group and their respective contact information, and the Project Timeline and Milestone Tracker (Document 8), which sets forth anticipated deadlines for all major deliverables and milestones in connection with the Offering.
II. CORE TEAM COMPOSITION
Set forth below is a description of each member of the C&H deal team, together with a summary of such team member's role and key responsibilities in connection with the Offering.
A. Jennifer Kwon — Responsible Partner, Capital Markets
Role: Overall supervisory responsibility for the engagement; primary client relationship partner.
Jennifer Kwon will serve as the responsible partner on the engagement, with ultimate oversight of all legal workstreams and deliverables. As the primary client relationship partner, Ms. Kwon will serve as the senior point of contact for CBR's executive leadership and board of directors, as well as for senior representatives of the underwriters, the selling stockholder's counsel, and other principal parties to the transaction.
Key Responsibilities:
1. Strategic Guidance. Provide strategic guidance on all workstreams throughout the engagement, including with respect to SEC registration and review, corporate governance structuring, underwriting agreement negotiation, and offering timing and execution. Ms. Kwon will be responsible for ensuring that all workstreams are proceeding in accordance with the project timeline and that material issues are identified and escalated promptly.
2. Registration Statement Review. Serve as the senior-level reviewer of the registration statement on Form S-1 (including all amendments thereto and exhibits filed therewith). Ms. Kwon will review all substantive sections of the prospectus and Part II of the registration statement prior to each filing, with particular focus on disclosure adequacy, legal compliance, and consistency with due diligence findings.
3. Underwriting Agreement Negotiations. Lead negotiations with underwriters' counsel, Margaret Yee of Prescott, Danforth & Yee LLP ("PD&Y"), on the underwriting agreement, including all material terms relating to representations and warranties, indemnification, conditions to closing, termination provisions, lock-up mechanics, and overallotment option structure. Ms. Kwon will participate in all senior-level negotiation calls and will approve all comment letters transmitted to PD&Y in connection with the underwriting agreement.
4. Client Communications. Serve as the principal point of contact with Sandra Haverford (CBR General Counsel & Corporate Secretary) and Garrett Calloway (Chairman & CEO) on all material issues arising in connection with the Offering. Ms. Kwon will handle all communications involving strategic, board-level, or sensitive matters and will be available to participate in meetings of the CBR Board of Directors or committees thereof as requested.
5. Selling Stockholder Coordination. Coordinate with counsel to Pinnacle Vista Partners, L.P. ("Pinnacle Vista"), namely Christine Navarro and Philip Archer of Whitfield Archer & Doss LLP ("WA&D"), on all selling-stockholder matters, including the Stockholders' Agreement, the Registration Rights Agreement, and the terms on which Pinnacle Vista will participate in the Offering as a selling stockholder. Ms. Kwon will also interface directly with Hugh Pemberton and Diane Kovac of Pinnacle Vista on board-level governance matters.
6. SEC Comment Strategy. Provide oversight and direction on the strategy for responding to SEC comment letters, including determination of the appropriate level of disclosure enhancement, revisions to the registration statement, and supplemental submissions. Ms. Kwon will review and approve all response letters prior to filing.
7. Legal Opinions and Closing Deliverables. Final review and approval of all legal opinions to be delivered by C&H in connection with the Offering, including the enforceability and valid-issuance opinion to the underwriters, the negative assurance (10b-5) letter, and the tax opinion (prepared by Leonard Cross) to be filed as an exhibit to the registration statement. Ms. Kwon will also review and approve all closing deliverables, including the officer's certificate, secretary's certificate, and cross-receipt.
8. Underwriter Coordination. Coordinate with Oliver Marchetti of Hargrove Keating & Co. ("Hargrove Keating"), the lead-left book-runner, on the overall offering timeline, market-readiness assessments, lock-up matters, and pricing mechanics. Ms. Kwon will participate in all status calls with the senior banking team and will serve as the primary legal point of contact for senior bankers at the underwriting syndicate.
B. Theodore Langston — Billing Partner, Capital Markets
Role: Billing partner; secondary supervisory role.
Theodore Langston will serve as the billing partner on the engagement, with primary responsibility for managing the financial and administrative aspects of the engagement. Mr. Langston will also serve in a secondary supervisory capacity and will be available for substantive support on the registration statement and underwriting agreement as needed.
Key Responsibilities:
1. Billing and Budget Management. Management of all billing and budgetary matters for the engagement, including monitoring of fees and expenses against the agreed-upon fee arrangement. The engagement operates on a monthly retainer of $125,000 plus hourly overage, with a success fee of $1,750,000 payable upon pricing of the Offering (as set forth in the Engagement Letter).
2. Invoice Review. Review of all invoices and engagement economics prior to submission to CBR. Mr. Langston will ensure that all time entries are appropriately recorded, that billing narratives are consistent with firm guidelines and client expectations, and that all invoices accurately reflect the work performed during each billing period.
3. Substantive Backup. Available for substantive backup on registration statement review and underwriting agreement negotiation as needed, particularly during periods of peak activity or if scheduling conflicts arise for Ms. Kwon. Mr. Langston brings extensive capital markets experience and will be prepared to step in on short notice for any workstream requiring partner-level attention.
4. Client Financial Contact. Coordination with CBR's SVP, Finance & Treasurer, Priya Anand, on all billing-related inquiries, including invoicing logistics, retainer reconciliation, and any questions regarding the fee arrangement or expense reimbursement.
C. Brendan Walsh — Lead Associate, Capital Markets
Role: Day-to-day lead on all transactional workstreams; primary drafter and point of contact for routine matters.
Brendan Walsh will serve as the lead associate on the engagement, with day-to-day responsibility for managing and executing all principal transactional workstreams. Mr. Walsh will be the primary drafter of the registration statement and the principal working-level point of contact for CBR management, underwriter bankers, underwriters' counsel, and other members of the working group on all routine matters.
Key Responsibilities:
1. Registration Statement Drafting. Lead drafter of the registration statement on Form S-1 (Part I — Prospectus and Part II — Information Not Required in Prospectus), including all of the following sections:
• Prospectus Summary
• Risk Factors
• Use of Proceeds
• Dividend Policy
• Capitalization
• Dilution
• Selected Financial Data
• Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")
• Business
• Regulatory and Environmental Overview
• Management
• Executive Compensation
• Principal and Selling Stockholders
• Related-Party Transactions (including Certain Relationships and Transactions)
• Description of Capital Stock
• Description of Indebtedness
• Shares Eligible for Future Sale
• Underwriting
• Legal Matters
• Experts
• Exhibits and Financial Statement Schedules
2. Underwriting Agreement. Drafting and negotiation of the underwriting agreement (issuer-side comments on drafts received from PD&Y). Mr. Walsh will prepare comment letters and markup correspondence with Margaret Yee and Scott Halverson of PD&Y, subject to review by Ms. Kwon prior to transmission. Mr. Walsh will also prepare an internal negotiation points memorandum identifying key open issues and recommended positions.
3. Lock-Up Agreements. Drafting and negotiation of the form of lock-up agreement (180-day lock-up period) and issuer lock-up provisions. Mr. Walsh will prepare a lock-up release procedures memorandum and an issuer lock-up negotiation analysis memorandum.
4. Corporate Governance Documents. Drafting of all corporate governance documents required in connection with the IPO, including the following:
• Amended and Restated Certificate of Incorporation (IPO form)
• Amended and Restated Bylaws (IPO form)
• Stockholders' Agreement (IPO form)
• Registration Rights Agreement
5. Due Diligence Coordination. Overall coordination of due diligence across all workstreams. Mr. Walsh will prepare due diligence request lists covering the following areas: corporate/general, material contracts, litigation, debt/financing, real property/leases, intellectual property, and insurance. Mr. Walsh will also prepare due diligence memoranda for the following areas: corporate organization, material contracts, real property, litigation, debt and financing, and intellectual property.
6. SEC Correspondence. Preparation of SEC response letters (working with Natasha Forbes under Jennifer Kwon's supervision). Mr. Walsh will serve as the lead drafter of all response letters and will coordinate with Natasha Forbes on the comment tracking matrix and resolution notes.
7. Lender Consent Documentation. Preparation and negotiation of lender consent documentation, including:
• Veltrano National Bank consent request and form of consent (corporate credit facility — $400M Revolving Credit Facility and $650M Term Loan B)
• Prairie Commercial Bank notice letters (project-level financing — Mesquite Wind and Cimarron Solar)
• Veltara Basin Financial LLC consent request (tax-equity partnership)
8. Selling-Stockholder Documentation. Drafting of all selling-stockholder documentation, including the selling stockholder questionnaire, representation letter, custody agreement, and power of attorney. Mr. Walsh will handle working-level correspondence with Christine Navarro and Derek Fong of WA&D.
9. Closing Documents. Drafting of all closing documents, including:
• Officer's certificate (CEO/CFO)
• Secretary's certificate
• Cross-receipt
• Legal opinion (Calderwood & Harkness to underwriters)
• Negative assurance (10b-5) letter
10. NYSE and FINRA Filings. Preparation of the NYSE listing application and cover letter; FINRA corporate financing application. Mr. Walsh will supervise Natasha Forbes in connection with the preparation of these filings and will review all submissions prior to filing.
11. Printing and Filing Logistics. Coordination with Ridgeway Financial Printing Corp. (Alan Greenidge) on EDGAR filing logistics, printer's proofs, and prospectus printing.
12. Roadshow Preparation. Coordination with Broadmark Strategic Communications Inc. (Jason Eklund) on roadshow preparation as needed, including review of roadshow materials for legal compliance and consistency with prospectus disclosure.
13. Internal Memoranda. Preparation of the following internal memoranda and analyses:
• Underwriting agreement negotiation points memorandum
• Issuer lock-up negotiation analysis
• Anti-takeover provisions analysis
• Related-party transactions analysis
• Use-of-proceeds/debt repayment mechanics memorandum
• IPO readiness assessment memorandum (jointly with Natasha Forbes)
• Lock-up release procedures memorandum
• Dormancy/shelf-life analysis memorandum
• Executive compensation — IPO equity grant analysis memorandum
14. Day-to-Day Liaison. Serve as the day-to-day liaison with CBR management (Sandra Haverford, Marcus Yoon, and Priya Anand), with the underwriter banking teams at Hargrove Keating & Co. (Sonia Tran and Daniel Furman), Linden Pratt Securities (Rebecca Innes and James Alcorn), and Graymont Brothers (Kenneth Sato and Lisa Trujillo), and with other members of the working group as necessary.
D. Natasha Forbes — Working Associate, Capital Markets
Role: Supporting associate on registration statement drafting, due diligence, SEC correspondence, and closing.
Natasha Forbes will serve as the supporting associate on the engagement, with primary responsibility for assisting Brendan Walsh across multiple workstreams. Ms. Forbes will play a central role in due diligence, regulatory and compliance analyses, and closing logistics.
Key Responsibilities:
1. Registration Statement Drafting Support. Drafting support on all S-1 sections under Brendan Walsh's direction, with particular focus on the following sections: risk factors, business section, regulatory and environmental overview, and selected financial data. Ms. Forbes will be responsible for initial drafts of these sections, subject to Mr. Walsh's review and Ms. Kwon's final approval.
2. Due Diligence Request Lists and Memoranda. Preparation of due diligence request lists in the following areas: regulatory/environmental/permitting and employment/benefits. Preparation of due diligence memoranda in the following areas: regulatory and permitting, employment and benefit plans, environmental, and insurance coverage. These memoranda will identify material findings, open issues, and recommended disclosure items.
3. Due Diligence Summary Memorandum. Preparation of the due diligence summary memorandum, which will consolidate overall findings and key issues across all due diligence workstreams into a comprehensive roll-up for review by Jennifer Kwon. The summary memorandum will highlight material issues requiring further attention, disclosure implications, and recommended actions.
4. SEC Comment Letter Tracking. Preparation and maintenance of the SEC comment letter tracking matrix, covering all 25 comments received across two rounds of SEC review, with detailed resolution notes and cross-references to the applicable S-1 amendments. Ms. Forbes will ensure that all comments are tracked to final resolution and that corresponding changes to the registration statement are properly documented.
5. Comfort Letter Review. Review and analysis of the comfort letter to be delivered by Ashford & Pemberton LLP (Gregory Sondheim, lead engagement partner; Irene Valdez, audit manager). Ms. Forbes will prepare the C&H review memorandum on the comfort letter, addressing scope, procedures, circle-up methodology, and change-period coverage. Ms. Forbes will also coordinate with Ashford & Pemberton on comfort letter scope, circle-up procedures, and change-period coverage throughout the engagement.
6. Blue Sky Matters. Preparation of the blue sky survey memorandum, the blue sky filing checklist and status tracker, and Form U-2 templates. Ms. Forbes will analyze NSMIA preemption for NYSE-listed covered securities and identify any state-specific filing requirements.
7. NYSE and FINRA Compliance. Preparation of the NYSE listing standards compliance analysis memorandum and the FINRA Rule 5110 compliance analysis memorandum. Ms. Forbes will also prepare supporting schedules for the FINRA filing, including underwriter compensation detail, lock-up terms, and related-party disclosure.
8. Master Closing Checklist. Preparation of the master closing checklist, which will identify all documents, certificates, opinions, and other deliverables required at closing, together with the responsible party and status for each item.
9. Good-Standing Certificates. Preparation and transmission of good-standing certificate request letters for CBR in the State of Delaware and the State of Texas, as well as for 10 material subsidiaries organized or qualified in the following jurisdictions: Delaware, Texas, Oklahoma, Arizona, and New Mexico.
10. Indemnification Agreement Tracking. Maintenance of a schedule of executed indemnification agreements for 7 directors and 6 named executive officers, including monitoring of execution status and follow-up as needed.
11. Lock-Up Agreement Tracking. Maintenance of a schedule of 18 lock-up agreement signatories, including execution status monitoring. As of June 17, 2022, 15 of 18 lock-up agreements have been executed.
12. Transfer Agent and DTC Eligibility. Coordination with Continental Shareowner Services, Inc. (Maria Costello) on transfer agent engagement, DTC eligibility, and related matters.
13. Controlled-Company Exemption Memorandum. Preparation of a memorandum analyzing the controlled-company exemption under NYSE rules, including an analysis of Pinnacle Vista's post-IPO voting power and the phase-in schedule for independent director requirements.
14. EGC Status Memorandum. Preparation of a memorandum analyzing CBR's status as an "emerging growth company" under the JOBS Act. CBR qualifies for EGC status based on fiscal year 2021 total annual gross revenue of $487.3 million, which is below the $1.235 billion threshold. The memorandum will address the scaled disclosure accommodations available to CBR, including confidential submission of the registration statement, reduced MD&A periods, scaled executive compensation disclosure, and exemption from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act.
15. Reactivation Readiness Checklist. Preparation of a reactivation readiness checklist identifying all conditions that must be satisfied in order to recommence the Offering following any period of dormancy, including updated financial statements, refreshed comfort letter, updated D&O insurance quotes, market assessment, and re-execution of lock-up agreements as necessary.
16. Quarterly Status Update Template. Preparation of a template for quarterly status update communications to CBR management during any period of dormancy.
17. Environmental Coordination. Coordination with Greenridge Environmental Sciences (Dr. Nadine Torres) on environmental consent matters and Phase I/II environmental site assessments as required.
E. Leonard Cross — Specialist Partner, Tax
Role: Tax specialist; responsible for all tax-related workstreams.
Leonard Cross will serve as the specialist tax partner on the engagement, with responsibility for all tax-related aspects of the IPO and the Company's capital structure. Mr. Cross will work closely with the outside tax advisory firm, Kessler McBride & Associates LLP ("KMA"), and with the independent auditor, Ashford & Pemberton LLP, on matters relating to the Company's tax structure, tax-equity arrangements, and tax-related disclosures.
Key Responsibilities:
1. Tax Structure Memorandum. Preparation of a memorandum analyzing the relative merits of a traditional C-corporation structure versus an "Up-C" (umbrella partnership—C corporation) structure for purposes of the IPO. The memorandum will include a recommendation to proceed as a C-corporation, together with an analysis of tax receivable agreement ("TRA") considerations and tax-efficiency trade-offs for both the Company and its stockholders, including Pinnacle Vista as the controlling stockholder.
2. Tax-Equity Structure Memorandum. Preparation of a memorandum analyzing the partnership-flip compliance aspects of the Company's principal tax-equity arrangement — the Solaris West tax-equity arrangement with Veltara Basin Financial LLC ("Veltara Basin"), involving approximately $280 million of invested capital. The memorandum will address the expected flip date (2028), Investment Tax Credit ("ITC") recapture risk, compliance with the Revenue Procedure 2007-65 safe harbor, and the impact of the tax-equity structure on S-1 disclosures.
3. ITC/PTC Analysis Memorandum. Preparation of a memorandum analyzing Investment Tax Credit and Production Tax Credit eligibility across CBR's project portfolio, including safe-harbor analysis, begin-construction requirements, continuity-of-construction standards, and potential legislative changes that could affect the Company's tax credit positions.
4. HLBV Methodology Review Memorandum. Preparation of a memorandum reviewing the Company's use of the Hypothetical-Liquidation-at-Book-Value ("HLBV") accounting methodology for its tax-equity partnerships. The memorandum will assess S-1 disclosure adequacy and will be prepared in coordination with Ashford & Pemberton LLP and Kessler McBride & Associates LLP (Alan Kessler and Linda McBride).
5. Section 409A Valuation Review Memorandum. Preparation of a memorandum reviewing the Company's common stock valuation history for purposes of Section 409A of the Internal Revenue Code, including option pricing methodology and cheap-stock analysis for equity grants issued from 2019 through Q1 2022.
6. Draft Tax Opinion. Preparation of a draft tax opinion for filing as an exhibit to the S-1 registration statement, addressing the material U.S. federal income tax consequences of the purchase, ownership, and disposition of CBR Common Stock for both U.S. holders and non-U.S. holders.
7. State and Local Tax Nexus Memorandum. Preparation of a memorandum analyzing CBR's tax nexus in Texas, New Mexico, Arizona, California, and Oklahoma, including state income and franchise tax implications for both the Company's operations and its stockholders.
8. Tax Due Diligence. Preparation of a tax due diligence request list (in coordination with Brendan Walsh) and a tax structure and tax-equity due diligence memorandum.
9. Tax-Equity Investor Consent Analysis. Preparation of a memorandum analyzing the consent and notice requirements applicable to the IPO under the Veltara Basin Financial partnership agreement, including the impact of the IPO on flip timing and confirmation that the IPO does not constitute a recapture event.
10. Prospectus Tax Section Review. Review of the "Material U.S. Federal Income Tax Consequences" section of the prospectus for accuracy and completeness.
11. Coordination with KMA. Coordination with Kessler McBride & Associates LLP (Alan Kessler, Managing Partner; Linda McBride, Partner — Tax Structures) on the Up-C/Down-C analysis, partnership-flip compliance, and HLBV analysis.
12. SEC Comment Responses — Tax. Preparation of tax-related responses to SEC comments, including those addressing the HLBV methodology in the first- and second-round comment letters.
III. WORKSTREAM ASSIGNMENTS SUMMARY
The following summarizes the staffing assignments for each principal workstream, together with a description of the key deliverables associated with each workstream. This section is intended to provide a quick-reference guide for team members and should be used in conjunction with the detailed responsibility descriptions set forth in Section II above.
A. Registration Statement Drafting (S-1 and All Amendments)
Lead: Brendan Walsh Support: Natasha Forbes Senior Review: Jennifer Kwon Tax Sections: Leonard Cross
Key Deliverables:
• DRS-1 (confidential submission), filed April 11, 2022 (EDGAR Accession No. 0001948372-22-000001)
• Amendment No. 1, filed May 20, 2022 (EDGAR Accession No. 0001948372-22-000002)
• Amendment No. 2, filed June 10, 2022 (EDGAR Accession No. 0001948372-22-000003)
• All underlying section drafts, including prospectus summary, risk factors, business, MD&A, management, executive compensation, principal and selling stockholders, related-party transactions, description of capital stock, description of indebtedness, shares eligible for future sale, underwriting, material U.S. federal income tax consequences, and all Part II items
B. SEC Correspondence
Lead: Brendan Walsh Support: Natasha Forbes (tracking matrix, draft responses) Senior Review/Strategy: Jennifer Kwon Tax-Related Comments: Leonard Cross
Key Deliverables:
• Response letter to first-round SEC comment letter (18 comments, received May 6, 2022)
• Response letter to second-round SEC comment letter (7 comments, received June 3, 2022)
• SEC comment tracking matrix (25 total comments across two rounds, with resolution notes and cross-references to S-1 amendments)
C. Underwriting Agreement Negotiation
Lead: Brendan Walsh (drafting/markup) Senior Review/Negotiation: Jennifer Kwon Counterparty: Prescott, Danforth & Yee LLP (Margaret Yee, lead; Scott Halverson; Anita Desmond)
Key Deliverables:
• C&H comment letters to PD&Y (April 22, 2022 and May 16, 2022)
• Near-final draft underwriting agreement
• Pricing agreement template
• Internal negotiation points memorandum
Key Negotiation Issues:
• Material Adverse Effect ("MAE") definition scope and carve-outs
• Indemnification caps and procedures
• Termination triggers (market-out, disaster-out)
• FINRA compensation compliance
• Lock-up mechanics and release provisions
• Overallotment option structure (up to 15% greenshoe)
D. Lock-Up Agreements
Lead: Brendan Walsh (drafting) Support: Natasha Forbes (tracking execution; 18 signatories; 15 executed as of June 17, 2022) Senior Review: Jennifer Kwon
Key Deliverables:
• Form of lock-up agreement (180-day lock-up period)
• Schedule of signatories and execution status
• Issuer lock-up negotiation memorandum
• Lock-up release procedures memorandum
E. Corporate Governance Documents
Lead: Brendan Walsh Senior Review: Jennifer Kwon
Key Deliverables:
• Amended and Restated Certificate of Incorporation (IPO form)
• Amended and Restated Bylaws (IPO form)
• Blacklines of each of the foregoing against existing charter and bylaws
• All board resolutions, including:
• IPO authorization
• Charter approval
• Bylaws approval
• 2022 Omnibus Equity Incentive Plan approval
• 2022 Employee Stock Purchase Plan approval
• Audit Committee establishment
• Compensation Committee establishment
• Nominating and Corporate Governance Committee establishment
• Written consent of stockholders (Pinnacle Vista Partners, L.P. and the Founders, collectively holding in excess of 90% of the outstanding voting power of CBR)
• Stockholders' Agreement (IPO form)
• Registration Rights Agreement
• 2022 Omnibus Equity Incentive Plan (12,727,273-share reserve, representing approximately 10% of the 127,272,727 post-IPO fully-exercised shares outstanding)
• Form stock option agreement and form restricted stock unit ("RSU") agreement under the 2022 Omnibus Equity Incentive Plan
• 2022 Employee Stock Purchase Plan (2,545,455-share reserve, representing approximately 2% of post-IPO outstanding shares)
• Form indemnification agreements (for directors and executive officers)
F. Due Diligence
Lead Coordinator: Brendan Walsh Support: Natasha Forbes (regulatory/environmental, employment/benefits, environmental, and insurance workstreams) Tax Due Diligence: Leonard Cross Senior Review: Jennifer Kwon (overall findings memorandum)
Key Deliverables:
• 10 due diligence request lists, covering the following areas:
1. Corporate organization and authority
2. Material contracts (including PPAs, EPC contracts, O&M agreements, and interconnection agreements)
3. Regulatory and permitting (including FERC, NERC, and state PUC matters)
4. Real property and land rights
5. Litigation