1015-00001 · Graymont Brothers Inc · Registration Statement

description-of-capital-stock.docx DOCUMENT Capital Markets

114 / 167 ← → ✕

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of the capital stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation, as set forth in the Company's Amended and Restated Certificate of Incorporation (the "Charter") and Amended and Restated Bylaws (the "Bylaws"), each to become effective upon the closing of this offering. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter and the Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to the registration statement of which this prospectus forms a part, and by the applicable provisions of the Delaware General Corporation Law (the "DGCL"). We encourage you to read the Charter, the Bylaws, and the applicable provisions of the DGCL carefully and in their entirety for a complete description of the rights and preferences of the Company's securities.

As used in this "Description of Capital Stock" section, unless the context otherwise requires or as otherwise expressly stated, references to "CBR," the "Company," "we," "us," and "our" refer to Calloway-Briggs Renewables Inc. and do not include any of its subsidiaries.

The Company's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

General

Calloway-Briggs Renewables Inc. is a corporation organized and existing under the laws of the State of Delaware. The Company was incorporated under the DGCL and maintains its principal executive offices at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's employer identification number is 83-4027615. Upon the effectiveness of the Charter, the Company's authorized capital stock will consist solely of shares of common stock, par value $0.01 per share, and shares of preferred stock, par value $0.01 per share, as described in further detail below.

The Company has applied to list its shares of common stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." No assurance can be given that the Company's application will be approved. For additional information regarding the listing of the common stock, see "— Listing" below.

Authorized Capital Stock

Upon the effectiveness of the Charter, the total number of shares of capital stock that the Company will be authorized to issue will be 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. The authorized number of shares of common stock is sufficient to accommodate the shares outstanding prior to the offering, the shares to be issued in the primary and secondary components of this offering (including shares subject to the underwriters' overallotment option), shares reserved for issuance under the Company's equity compensation plans, and shares available for future corporate purposes, including potential acquisitions, strategic investments, and additional capital-raising transactions. Set forth below is a summary of the Company's capitalization in connection with this offering.

Pre-IPO Shares Outstanding. Immediately prior to the closing of this offering and after giving effect to the conversion of all outstanding shares of the Company's convertible preferred stock and the reclassification of all outstanding equity interests into shares of common stock (the "Reclassification"), there will be 100,000,000 shares of common stock outstanding on a fully diluted basis.

Post-IPO Shares Outstanding (Base Offering, No Overallotment). Immediately following the closing of this offering, assuming no exercise of the underwriters' overallotment option, there will be 123,713,636 shares of common stock outstanding, consisting of the 100,000,000 shares outstanding immediately prior to the offering plus 23,713,636 shares of common stock sold in the primary and secondary components of this offering.

Post-IPO Shares Outstanding (Full Overallotment Exercise). Immediately following the closing of this offering, assuming full exercise of the underwriters' overallotment option, there will be 127,272,727 shares of common stock outstanding, consisting of the 100,000,000 shares outstanding immediately prior to the offering plus 27,272,727 shares of common stock sold in the primary and secondary components of this offering (including shares subject to the overallotment option).

Shares Reserved Under Equity Plans. The Company has reserved shares of common stock for issuance under the following equity compensation plans:

• 2022 Omnibus Equity Incentive Plan: 12,727,273 shares of common stock have been reserved for issuance, representing approximately 10% of the post-IPO fully diluted shares of common stock outstanding (assuming full exercise of the underwriters' overallotment option). For a description of the material terms of the 2022 Omnibus Equity Incentive Plan, see "Executive and Director Compensation — Equity Compensation Plans — 2022 Omnibus Equity Incentive Plan."

• 2022 Employee Stock Purchase Plan: 2,545,455 shares of common stock have been reserved for issuance, representing approximately 2% of the post-IPO fully diluted shares of common stock outstanding (assuming full exercise of the underwriters' overallotment option). For a description of the material terms of the 2022 Employee Stock Purchase Plan, see "Executive and Director Compensation — Equity Compensation Plans — 2022 Employee Stock Purchase Plan."

Preferred Stock. As of the date of this prospectus, no shares of preferred stock are outstanding. For a description of the terms of the preferred stock, see "— Preferred Stock" below.

The following table summarizes the Company's capitalization upon the completion of this offering:

Common Stock

The following is a summary of the material rights and preferences of the Company's common stock.

Voting Rights. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders of the Company, including the election and removal of directors. The holders of common stock do not have cumulative voting rights in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election and the holders of the remaining shares will not be able to elect any directors.

Directors are elected by a plurality of the votes cast at a meeting of stockholders at which a quorum is present, as provided in the Charter and the Bylaws. A quorum for the transaction of business at any meeting of stockholders requires the presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of capital stock entitled to vote at such meeting.

Except as may be otherwise required by applicable law, the Charter, or the Bylaws, all matters other than the election of directors submitted to a vote of the stockholders will be decided by the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on such matter.

Concentrated Ownership. As of the date of this prospectus and prior to the completion of this offering, Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista") holds approximately 62,000,000 shares of common stock, representing approximately 62% of the pre-IPO fully diluted common stock of the Company. The Founders — Garrett Calloway, the Company's Chairman of the Board and Chief Executive Officer, and Elaine Briggs, the Company's President, Development — collectively hold approximately 24,000,000 shares of common stock, representing approximately 24% of the pre-IPO fully diluted common stock of the Company. Following the completion of this offering (assuming no exercise of the underwriters' overallotment option and assuming that Pinnacle Vista does not sell shares in this offering), Pinnacle Vista is expected to continue to hold a substantial percentage of the outstanding common stock, and together with the Founders, will have the ability to significantly influence or control matters requiring stockholder approval. Such matters include, but are not limited to, the election and removal of directors, the approval of mergers, consolidations, sales of all or substantially all of the Company's assets, and other significant corporate transactions. This concentration of ownership could delay, deter, or prevent a change in control of the Company that other stockholders might consider to be in their best interests. For additional information regarding the risks associated with concentrated ownership, see "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."

Dividend Rights. Holders of common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefor, subject to any preferential dividend rights of any outstanding series of preferred stock. As of the date of this prospectus, no shares of preferred stock are outstanding.

The Company does not anticipate paying any cash dividends on its common stock for the foreseeable future. The Company currently intends to retain all available funds and future earnings, if any, for the operation, development, and growth of its business, including investments in new and existing renewable energy projects. Any future determination to pay dividends will be made at the discretion of the Board of Directors and will depend upon, among other factors, the Company's results of operations, financial condition, capital requirements, contractual restrictions, business prospects, and such other factors as the Board of Directors deems relevant.

In addition, the Company's ability to pay dividends is restricted by the terms of its existing indebtedness. The Corporate Revolving Credit Facility (aggregate commitments of $400,000,000) and the Term Loan B (aggregate principal amount of $650,000,000), each entered into with a syndicate of lenders led by Veltrano National Bank, as Administrative Agent, contain restricted payment covenants that limit the Company's ability to declare and pay dividends on its capital stock. Under the terms of these credit agreements, the Company may not declare or pay dividends or make other restricted payments except in compliance with certain financial covenants, baskets, and exceptions specified therein. For a further description of the Company's indebtedness, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness."

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share ratably in all assets of the Company available for distribution to stockholders after the payment in full of all debts and other liabilities of the Company and the satisfaction of any liquidation preference of any then-outstanding series of preferred stock. As of the date of this prospectus, no shares of preferred stock are outstanding, and accordingly there is no liquidation preference that would take priority over the rights of the holders of common stock.

Preemptive Rights, Conversion, and Redemption

Holders of common stock have no preemptive, subscription, conversion, or redemption rights. There are no sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Board of Directors may designate and issue in the future.

All shares of common stock outstanding upon the completion of this offering will be duly authorized, validly issued, fully paid, and non-assessable.

Preferred Stock

The Charter authorizes the Board of Directors, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series from time to time. The Board of Directors is authorized to fix the designations, voting powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of each series of preferred stock, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences, and the number of shares constituting any series. The ability of the Board of Directors to issue preferred stock without stockholder approval is commonly referred to as "blank check" preferred stock authority.

The issuance of preferred stock could adversely affect the voting power of holders of common stock and could have the effect of delaying, deferring, or preventing a change in control of the Company. In particular, specific issuances of preferred stock could provide the holders thereof with voting, conversion, or other rights that, if exercised, could dilute the economic and voting interests of the holders of common stock. The issuance of preferred stock with liquidation preferences senior to the common stock could also diminish the value of the common stock in a liquidation or dissolution scenario. Accordingly, the authorization of blank check preferred stock may have the effect of discouraging unsolicited acquisition proposals or rendering more difficult or more costly the accomplishment of a merger or similar transaction.

As of the date of this prospectus, no shares of preferred stock are designated, issued, or outstanding, and the Company has no present plans to issue any shares of preferred stock.

Anti-Takeover Provisions

The Charter, the Bylaws, and the DGCL contain certain provisions that could have the effect of delaying, deferring, or preventing a change in control of the Company, or discouraging others from acquiring the Company. These provisions, which are summarized below, may also have the effect of discouraging unsolicited acquisition proposals that stockholders may consider to be in their best interests. These provisions are not intended to prevent a takeover of the Company, but are intended to protect and maximize the value of the Company's stockholders' interests by, among other things, encouraging any potential acquiror to negotiate with the Board of Directors. The Board of Directors believes that these provisions are in the best interests of the Company and its stockholders. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company even if such proposals or change in control might be considered beneficial by some stockholders. See "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — Anti-takeover provisions in our Charter, Bylaws, and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove members of our Board of Directors, and limit the market price of our common stock."

Delaware Section 203

The Company has elected to be governed by Section 203 of the DGCL. Section 203 provides that, subject to certain exceptions, a Delaware corporation may not engage in any "business combination" with any "interested stockholder" for a period of three years following the date on which such person became an interested stockholder. Generally, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation's outstanding voting stock. A "business combination" includes, among other things, mergers, consolidations, asset sales, and other transactions having an overall aggregate market value equal to 10% or more of the corporation's consolidated assets or outstanding stock.

Section 203 does not prohibit a business combination with an interested stockholder if any of the following conditions is satisfied:

(a) prior to the date on which the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the person becoming an interested stockholder;

(b) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time the transaction commenced, excluding, for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder), shares owned by (i) persons who are directors and also officers of the corporation and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c) on or subsequent to the date on which the person became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock that is not owned by the interested stockholder.

Notwithstanding the foregoing, Section 203 of the DGCL does not apply to Pinnacle Vista Capital Partners III, LP or any of its affiliates (or any group of which Pinnacle Vista or any of its affiliates is a member) because the Board of Directors approved Pinnacle Vista's initial acquisition of shares of the Company's capital stock prior to the date on which Pinnacle Vista became an interested stockholder. Pinnacle Vista's initial investment in the Company was made in 2017 and was approved by the Board of Directors at that time. Accordingly, the restrictions of Section 203 do not apply to business combinations between the Company and Pinnacle Vista.

The provisions of Section 203 may encourage persons interested in acquiring the Company to negotiate in advance with the Board of Directors since the stockholder approval requirement described above would be avoided if a majority of the directors then in office approves either the business combination or the transaction that results in any such person becoming an interested stockholder.

Classified Board of Directors

The Charter provides that the Board of Directors will be divided into three classes of directors, designated Class I, Class II, and Class III, with each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to the class of directors whose terms expire at such meeting will be elected to serve for three-year terms, so that only one class of directors is elected at each annual meeting of stockholders. The initial terms of the three classes are as follows:

• Class I directors will serve until the first annual meeting of stockholders following the completion of this offering;

• Class II directors will serve until the second annual meeting of stockholders following the completion of this offering; and

• Class III directors will serve until the third annual meeting of stockholders following the completion of this offering.

The classified board structure means that it will take at least two annual meetings of stockholders for stockholders to replace a majority of the Board of Directors. This structure can have the effect of deterring or discouraging hostile takeover attempts, proxy contests, or other unsolicited changes in control because a potential acquiror would not be able to gain control of the Board of Directors in a single election cycle.

The current Board of Directors is composed of seven directors, as follows:

Pursuant to the Charter, directors may be removed only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of capital stock entitled to vote in the election of directors. Any vacancy on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or any other cause, or any newly created directorship resulting from an increase in the authorized number of directors, will be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director. Directors so appointed will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or the new directorship was created and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification, or removal.

Advance-Notice Provisions for Stockholder Proposals and Director Nominations

The Bylaws establish advance-notice procedures for stockholders seeking to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders (other than nominations made by or at the direction of the Board of Directors or a committee thereof). These procedures require that a stockholder deliver timely written notice containing specified information to the Corporate Secretary of the Company at the Company's principal executive offices. The current Corporate Secretary is Sandra Haverford, General Counsel & Corporate Secretary, and all notices must be directed to her at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.

To be timely under the Bylaws, a stockholder's notice must be received by the Corporate Secretary at the Company's principal executive offices:

• not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which public announcement of the date of such meeting is first made by the Company; and

• in the case of a special meeting of stockholders called for the purpose of electing directors, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting and (ii) the 10th day following the day on which public announcement of the date of such special meeting is first made by the Company.

A stockholder's notice must set forth, as to each matter the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address of the stockholder and any beneficial owner on whose behalf the proposal is made, (iii) the class and number of shares of capital stock owned beneficially and of record by the stockholder and any such beneficial owner, (iv) any material interest of the stockholder and any such beneficial owner in the business proposed, and (v) such other information as the Board of Directors may reasonably require. With respect to nominations of directors, the notice must include additional information about the nominee, including the nominee's background and qualifications, and a completed questionnaire and representation agreement in the form provided by the Company.

These advance-notice provisions may have the effect of precluding stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders. These provisions are designed to afford the Board of Directors an opportunity to consider the qualifications of proposed nominees and the merits of proposed business and to inform stockholders about such matters prior to the meeting. These provisions are not intended to foreclose discussion or debate at a stockholder meeting regarding any matter properly brought before the meeting in compliance with the applicable procedures, but may have the effect of deterring a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.

Exclusive Forum Provision

The Charter provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on behalf of the Company;

(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Company to the Company or the Company's stockholders;

(c) any action asserting a claim arising pursuant to any provision of the DGCL, the Charter, or the Bylaws (as each may be amended from time to time);

(d) any action to interpret, apply, enforce, or determine the validity of the Charter or the Bylaws; or

(e) any action asserting a claim governed by the internal affairs doctrine.

Notwithstanding the foregoing, the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, the exclusive forum provision will not apply to claims arising under the Securities Act or the Exchange Act.

The exclusive forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers, employees, or agents, which may discourage such lawsuits. Although the Company believes that the exclusive forum provision benefits the Company and its stockholders by providing for consistent application of Delaware law in the specified types of actions and proceedings, there can be no assurance that a court will enforce this provision, and if a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, the Company may incur additional costs in connection with resolving such action in another jurisdiction. See "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."

No Stockholder Action by Written Consent (Post-IPO)

Following the closing of this offering, the Charter will provide that stockholder action may be taken only at a duly called annual or special meeting of stockholders and may not be taken by written consent in lieu of a meeting. This prohibition on action by written consent will be subject to the following exceptions:

• Holders of any series of preferred stock may take action by written consent to the extent provided in the terms of such series as set forth in the applicable certificate of designations.

• Prior to the date on which Pinnacle Vista Capital Partners III, LP and its affiliates cease to beneficially own at least a majority of the outstanding shares of common stock of the Company (the "Trigger Date"), stockholder action may be taken by the written consent of the holders of the minimum number of votes that would be necessary to authorize or take such action at a duly noticed and convened meeting at which all shares entitled to vote thereon were present and voted. Accordingly, for so long as Pinnacle Vista and its affiliates beneficially own a majority of the outstanding common stock, Pinnacle Vista and any stockholders acting with it may take actions by written consent without the expense or delay of calling a special meeting.

Following the Trigger Date, this provision will prevent stockholders from initiating or effecting any action by written consent, thereby requiring all stockholder actions to be conducted at a duly called and noticed stockholder meeting. The elimination of the ability to act by written consent may lengthen the amount of time required to take stockholder action, because actions by written consent are not subject to the minimum notice requirements of a stockholder meeting. This provision, once fully effective, may have the effect of deterring hostile takeovers or other unsolicited changes in control because a potential acquiror would not be able to act on a written consent to replace directors or approve a transaction without the delay and deliberation attendant to a stockholder meeting.

Special Meetings of Stockholders

Under the Charter and the Bylaws, special meetings of stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the total number of directors that the Company would have if there were no vacancies on the Board, the Chairman of the Board (currently Garrett Calloway), or the Chief Executive Officer (currently Garrett Calloway). Stockholders of the Company are not permitted to call a special meeting of stockholders, and the Bylaws do not permit stockholders to require the Board of Directors to call a special meeting.

The limitation on the ability to call a special meeting may delay the ability of stockholders to force consideration of a stockholder proposal or to take action with respect to any matter, including the removal of directors, until the next annual meeting of stockholders. This provision may also have the effect of deterring a potential acquiror from effecting a change in control by preventing a stockholder (or group of stockholders) from calling a special meeting to approve a transaction or to elect new directors.

Supermajority Voting Requirements

The Charter requires the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change, or repeal, or to adopt any provision as part of the Charter inconsistent with, the following provisions of the Charter and the Bylaws:

• the provisions relating to the classified Board of Directors;

• the provisions relating to the removal of directors only for cause;

• the provisions relating to the prohibition on stockholder action by written consent (once effective following the Trigger Date);

• the provisions relating to special meetings of stockholders;

• the exclusive forum provision;

• the advance-notice provisions for stockholder proposals and director nominations; and

• the supermajority voting requirement provision itself.

This supermajority voting requirement is in addition to any separate class vote or other vote that may be required by law. The supermajority voting requirement makes it significantly more difficult for stockholders to amend or repeal the protective provisions of the Charter and Bylaws, which could facilitate an unsolicited acquisition of the Company by, among other things, preventing the removal of the classified board structure or the elimination of the prohibition on stockholder action by written consent.

Blank-Check Preferred Stock

As described under "— Preferred Stock" above, the Board of Directors has the authority, without further stockholder approval, to issue shares of preferred stock with rights, preferences, and privileges that are senior to those of the common stock. The existence of this authority may have the effect of discouraging an attempt to obtain control of the Company by means of a tender offer, merger, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations the Board of Directors were to determine that a takeover proposal is not in the best interests of the Company and its stockholders, the Board of Directors could cause shares of preferred stock to be issued in a private offering to friendly third parties or under a stockholder rights plan, without the approval of the Company's stockholders, that could dilute the voting power or other rights of the proposed acquiror. The issuance of such preferred stock could also be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise gain control of the Company. For additional discussion of the terms and potential effects of preferred stock, see "— Preferred Stock" above.

Stockholders' Agreement

In connection with the closing of this offering, the Company will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") with Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs. The Stockholders' Agreement will become effective upon the closing of this offering and will supersede in its entirety the existing stockholders' agreement among the Company and the parties thereto. The following is a summary of the material terms of the Stockholders' Agreement. This summary is qualified in its entirety by reference to the full text of the Stockholders' Agreement, which will be filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part.

Board Designation Rights. Pursuant to the Stockholders' Agreement, Pinnacle Vista will have the right to designate a number of nominees to the Board of Directors based on its percentage ownership of the Company's outstanding common stock, subject to a step-down schedule tied to the following ownership thresholds:

As of the closing of this offering, Pinnacle Vista is expected to beneficially own in excess of 40% of the outstanding common stock of the Company and, accordingly, will be entitled to designate three nominees to the Board of Directors. The current Pinnacle Vista investor designees are Hugh Pemberton and Diane Kovac. The Company will use its reasonable best efforts to include Pinnacle Vista's designees in the slate of nominees recommended by the Board of Directors for election at each annual meeting of stockholders and will solicit proxies in favor of such designees in the same manner as it does for its other nominees.

Transfer Restrictions. The Stockholders' Agreement imposes certain restrictions on the transfer of shares of common stock held by the parties thereto, including, without limitation, restrictions on transfers that would result in a violation of applicable securities laws and restrictions on transfers during certain specified blackout periods. The transfer restrictions are subject to customary exceptions, including transfers to affiliates, family members, and trusts for estate-planning purposes, in each case provided that the transferee agrees to be bound by the terms of the Stockholders' Agreement.

Standstill Provisions. The Stockholders' Agreement contains standstill provisions pursuant to which the Founders and their affiliates agree not to acquire additional shares of the Company's capital stock in excess of certain specified thresholds without the prior written consent of the Board of Directors, subject to customary exceptions.

The Stockholders' Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, without regard to the conflicts-of-laws principles thereof.

Registration Rights

In connection with the closing of this offering, the Company will enter into a Registration Rights Agreement (the "Registration Rights Agreement") with Pinnacle Vista Capital Partners III, LP and its permitted transferees. The Registration Rights Agreement will become effective upon the closing of this offering. The following is a summary of the material terms of the Registration Rights Agreement. This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which will be filed as Exhibit 10.2 to the registration statement of which this prospectus forms a part.

Demand Registration Rights. Pursuant to the Registration Rights Agreement, at any time following the expiration of the lock-up period described below under "— Shares Eligible for Future Sale and Lock-Up," Pinnacle Vista will have the right to demand that the Company file a registration statement under the Securities Act covering the resale of all or a portion of the shares of common stock held by Pinnacle Vista and its permitted transferees (a "Demand Registration"). The Company is obligated to effect a reasonable number of Demand Registrations; provided, however, that the Company is not required to effect a Demand Registration if the aggregate proceeds expected to be received from the sale of the shares requested to be included in such registration are less than $50,000,000. The Company may postpone the filing of a registration statement for a period not to exceed 90 days in any twelve-month period if the Board of Directors determines in good faith that such filing would require disclosure of material non-public information that would be materially adverse to the Company.

Piggyback Registration Rights. If the Company proposes to register shares of common stock for sale in a public offering (other than registrations on Form S-4 or Form S-8, or a registration relating solely to an employee benefit plan or a transaction subject to Rule 145 under the Securities Act), Pinnacle Vista and its permitted transferees will have the right to include their shares in such registration (a "Piggyback Registration"), subject to customary underwriter cut-back provisions. In any underwritten Piggyback Registration, if the managing underwriter advises the Company that the total amount of securities requested to be included in such registration exceeds the amount that can be sold without materially and adversely affecting the price, timing, or distribution of the offering, the securities to be included will be allocated in the following order of priority: (i) first, the securities the Company proposes to sell; (ii) second, the securities requested to be included by Pinnacle Vista and its permitted transferees, pro rata based on the number of registrable securities owned by each; and (iii) third, the securities requested to be included by any other holders with piggyback registration rights, pro rata based on the number of registrable securities owned by each.

S-3 Shelf Registration Rights. Following the date on which the Company becomes eligible to file a registration statement on Form S-3 under the Securities Act, Pinnacle Vista may request that the Company file a shelf registration statement on Form S-3 covering the resale of all registrable securities held by Pinnacle Vista and its permitted transferees (an "S-3 Shelf Registration"). The Company is obligated to use its commercially reasonable efforts to keep such shelf registration statement effective until all registrable securities covered thereby have been sold or are otherwise no longer registrable securities.

Cut-Back Provisions. As noted above, in connection with any underwritten offering conducted pursuant to a Demand Registration, a Piggyback Registration, or an S-3 Shelf Registration, the managing underwriter may limit the number of shares to be included in such offering if, in its reasonable judgment, including all such shares would materially and adversely affect the success of the offering.

Expenses. The Company will bear all registration expenses (other than underwriting discounts and commissions and transfer taxes) in connection with any Demand Registration, Piggyback Registration, or S-3 Shelf Registration.

Indemnification. The Registration Rights Agreement contains customary indemnification and contribution provisions pursuant to which the Company agrees to indemnify Pinnacle Vista and its permitted transferees, and Pinnacle Vista and its permitted transferees agree to indemnify the Company, against certain liabilities arising under the Securities Act.

The Registration Rights Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, without regard to the conflicts-of-laws principles thereof.

Shares Eligible for Future Sale and Lock-Up

Sales of substantial amounts of common stock in the public market following the completion of this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through offerings of our equity securities. For a more detailed discussion of the shares eligible for future sale and the potential impact of such sales on the trading price of our common stock, see "Shares Eligible for Future Sale" elsewhere in this prospectus.

Lock-Up Period. In connection with this offering, the Company's directors, executive officers, Pinnacle Vista Capital Partners III, LP, and all holders of 1% or more of the Company's pre-IPO common stock (approximately 18 persons and entities in total) have entered into lock-up agreements with Hargrove Keating & Co. (as representative of the underwriters) pursuant to which they have agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, for a period of 180 days following the date of the final prospectus relating to this offering (the "Lock-Up Period").

Lock-Up Release. The lock-up restrictions described above are subject to early release upon (a) the prior written consent of Hargrove Keating & Co. (as representative of the underwriters), which consent may be given at any time and for any reason in the sole discretion of Hargrove Keating & Co., or (b) the occurrence of a "Change of Control" of the Company, as such term is defined in the lock-up agreements.

Lock-Up Carve-Outs. The lock-up agreements contain certain customary exceptions, including, without limitation:

• transfers to affiliates of the lock-up party, provided that the transferee agrees to be bound by the terms of the lock-up agreement;

• transfers for bona fide estate-planning purposes, including transfers to trusts, family limited partnerships, or similar vehicles for the benefit of the lock-up party or the immediate family members of the lock-up party;

• the adoption (but not the execution prior to the expiration of the Lock-Up Period) of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; and

• pledges of shares of common stock to third-party lending institutions as collateral for bona fide loans, provided that any foreclosure or other disposition of such shares during the Lock-Up Period is subject to the lock-up restrictions.

Issuer Lock-Up. The Company has agreed, subject to certain customary exceptions, not to (i) offer, sell, issue, contract to sell, pledge, or otherwise dispose of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, (ii) file any registration statement under the Securities Act with respect to any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, or (iii) enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock, for a period of 180 days following the date of the final prospectus relating to this offering. The issuer lock-up is subject to customary exceptions, including (a) issuances of shares of common stock upon the exercise or settlement of awards outstanding under the Company's equity compensation plans or upon the exercise of options, warrants, or convertible securities outstanding on the date of the final prospectus, (b) issuances of awards under the Company's 2022 Omnibus Equity Incentive Plan and 2022 Employee Stock Purchase Plan, and (c) issuances of shares of common stock or securities convertible into shares of common stock in connection with bona fide acquisitions or strategic transactions approved by the Board of Directors, provided that the recipients of such shares agree to be bound by the lock-up restrictions for the remainder of the Lock-Up Period.

Rule 144 Eligibility. Following the expiration of the 180-day Lock-Up Period, shares of common stock held by persons who are not "affiliates" of the Company (as defined in Rule 144 under the Securities Act) will generally be eligible for resale under Rule 144, subject to the requirement that the Company has been current in its reporting obligations under the Exchange Act for at least 90 days prior to such sale. Shares of common stock held by persons who are "affiliates" of the Company will be eligible for resale under Rule 144, subject to volume limitations (sales during any three-month period may not exceed the greater of 1% of the outstanding shares of common stock or the average weekly trading volume during the four calendar weeks preceding the filing of a Form 144), manner-of-sale requirements, the current public information requirement, and the filing of a Form 144 with the Securities and Exchange Commission.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is Continental Shareowner Services, Inc. The principal office of the transfer agent is located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004. The contact for corporate actions matters is Maria Costello, Vice President, Corporate Actions, who may be reached at the transfer agent's principal office address.

Listing

The Company has applied to list its common stock on the New York Stock Exchange under the proposed ticker symbol "CBRI." The Company's NYSE Listing Application Number is NYSE-2022-04218. No assurance can be given that the Company's application will be approved, and the completion of this offering is contingent upon approval of the listing of the common stock on the NYSE. The Company is not aware of any reason why the listing application should not be approved.

Limitation of Liability and Indemnification of Directors and Officers

Limitation of Liability. The Charter provides for the elimination of the personal liability of directors of the Company for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation's certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that no such provision shall eliminate or limit the liability of a director:

(i) for any breach of the director's duty of loyalty to the corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL, which relates to the unlawful payment of dividends, stock purchases, or stock redemptions; or

(iv) for any transaction from which the director derived an improper personal benefit.

The Charter contains such a provision eliminating the personal liability of directors to the maximum extent permitted by Section 102(b)(7) of the DGCL. The Company believes that these provisions are necessary to attract and retain qualified persons as directors. These provisions do not limit or eliminate the Company's rights or the rights of any stockholder to seek non-monetary equitable relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions also do not affect a director's responsibilities under other laws, such as the federal securities laws.

Indemnification. The Charter and the Bylaws provide for indemnification of the Company's directors and officers to the fullest extent permitted by the DGCL. Under the DGCL, a corporation may indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding, provided that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The Charter and the Bylaws also provide for the advancement of expenses incurred by directors and officers in defending any such action, suit, or proceeding in advance of the final disposition thereof, subject to receipt of an undertaking by the indemnitee to repay such amount if it is ultimately determined that the indemnitee is not entitled to indemnification.

Indemnification Agreements. The Company has entered into individual indemnification agreements with each of its directors and executive officers. The indemnification agreements provide for indemnification and advancement of expenses to the fullest extent permitted by the DGCL, subject to certain customary exceptions. The directors and executive officers of the Company who are parties to such indemnification agreements are as follows:

Directors:

• Garrett Calloway — Co-Founder, Chairman of the Board & Chief Executive Officer

• Elaine Briggs — Co-Founder & President, Development

• Hugh Pemberton — Director (Pinnacle Vista Capital Partners designee)

• Diane Kovac — Director (Pinnacle Vista Capital Partners designee)

• Warren Okoro — Independent Director

• Catherine Liang — Independent Director

• Richard Estavez — Independent Director

Executive Officers:

• Marcus Yoon — Chief Financial Officer

• Sandra Haverford — General Counsel & Corporate Secretary

• Dale Renfroe — Chief Operating Officer

• Priya Anand — Chief Technology Officer

• Tomás Quintero — Senior Vice President, Origination & Development

• Rachel Whitmore — Senior Vice President, Finance & Investor Relations

Directors' and Officers' Liability Insurance. The Company maintains a directors' and officers' liability insurance program with an aggregate coverage tower of $50,000,000. The primary layer of coverage is provided by Meridian National Assurance Company under Policy No. DNO-22-048871, with excess Layer 1 coverage provided by Stonebridge Indemnity Corp. and excess Layer 2 coverage provided by Commonwealth Omnivrel Insurance Ltd. The annual premium for the directors' and officers' liability insurance program is approximately $1.87 million. The program was placed through Dravello Place Insurance Advisors LLC, the Company's insurance broker.

The Company believes that the combination of the limitation of liability provisions in the Charter, the indemnification provisions in the Charter and the Bylaws, the individual indemnification agreements, and the directors' and officers' liability insurance program provide appropriate protection for the Company's directors and officers while preserving stockholder rights.

Underwriting Agreement Indemnification. The underwriting agreement entered into in connection with this offering also contains customary indemnification provisions pursuant to which the underwriters have agreed to indemnify the Company, its directors, its officers who sign the registration statement, and its controlling persons against certain liabilities, including liabilities under the Securities Act. The Company has also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act. For a further description of the indemnification provisions of the underwriting agreement, see "Underwriting."

Controlled Company Status

Following the completion of this offering, the Company expects to be a "controlled company" within the meaning of Section 303A of the NYSE Listed Company Manual because Pinnacle Vista Capital Partners III, LP (together with the shares subject to voting arrangements under the Stockholders' Agreement) is expected to control more than 50% of the Company's total voting power.

As a controlled company under the NYSE Listed Company Manual, the Company is eligible for, and intends to rely on, certain exemptions from the NYSE's corporate governance requirements. Specifically, as a controlled company, the Company is not required to comply with the following corporate governance requirements that would otherwise apply:

(a) the requirement that a majority of the Board of Directors be composed of independent directors;

(b) the requirement that director nominees be selected, or recommended for selection by the Board of Directors, by a nominating/corporate governance committee composed entirely of independent directors, with a written charter addressing the committee's purpose and responsibilities; and

(c) the requirement that the compensation of the Chief Executive Officer and all other executive officers be determined, or recommended to the Board of Directors for determination, by a compensation committee composed entirely of independent directors, with a written charter addressing the committee's purpose and responsibilities.

As of the date of this prospectus, three of the Company's seven directors — Warren Okoro, Catherine Liang, and Richard Estavez — qualify as "independent" under the applicable NYSE listing standards. The remaining four directors are not independent: Garrett Calloway and Elaine Briggs are members of management, and Hugh Pemberton and Diane Kovac are designees of Pinnacle Vista Capital Partners. Accordingly, a majority of the Board of Directors is not composed of independent directors.

The Company intends to rely on certain of the exemptions described above for so long as it remains a controlled company. In the event that the Company ceases to be a controlled company (which will occur if and when Pinnacle Vista and its affiliates cease to control more than 50% of the Company's total voting power), the Company will be required to comply with the NYSE corporate governance requirements described above, subject to applicable phase-in periods. Under the NYSE rules, a company that ceases to be a controlled company must have (i) at least one independent member on each of the compensation committee and the nominating/corporate governance committee at the time it ceases to be a controlled company, (ii) a majority of independent directors on each such committee within 90 days of ceasing to be a controlled company, and (iii) fully independent compensation and nominating/corporate governance committees and a majority independent board within one year of ceasing to be a controlled company.

The controlled company exemptions do not modify the independence requirements for the audit committee. Under SEC Rule 10A-3 under the Exchange Act and the NYSE listing standards, the Company is required to have an audit committee composed entirely of independent directors, subject to a phase-in period for newly public companies. The Company's Audit Committee currently consists of Warren Okoro (Chair), Catherine Liang, and Richard Estavez, each of whom qualifies as independent under the applicable NYSE listing standards and SEC rules.

For a discussion of the risks associated with the Company's status as a controlled company, see "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."

Emerging Growth Company Status

The Company qualifies as an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). A company qualifies as an emerging growth company if it has total annual gross revenue of less than $1.235 billion during its most recently completed fiscal year. For the fiscal year ended December 31, 2021, the Company had total revenue of $487.3 million, which is below the applicable threshold.

As an emerging growth company, the Company may take advantage of certain reduced disclosure and reporting requirements that are otherwise applicable to public companies, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 with respect to the Company's internal control over financial reporting; (ii) reduced disclosure obligations regarding executive compensation in the Company's periodic reports and proxy statements; and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, under the JOBS Act, an emerging growth company may elect to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. The Company has elected to take advantage of this extended transition period.

The Company will remain an emerging growth company until the earliest of (a) the last day of the fiscal year in which the Company has total annual gross revenue of $1.235 billion or more, (b) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the Securities Act, (c) the date on which the Company has, during the prior three-year period, issued more than $1.0 billion in non-convertible debt, or (d) the date on which the Company is deemed to be a "large accelerated filer" under the rules of the SEC (which would occur when the market value of the Company's common stock held by non-affiliates equals or exceeds $700 million, measured as of the last business day of the Company's most recently completed second fiscal quarter).

For additional discussion of the Company's emerging growth company status and the implications thereof, see "Risk Factors" and "Prospectus Summary" elsewhere in this prospectus.

Pre-IPO	Post-IPO (No Overallotment)	Post-IPO (Full Overallotment)
Common stock authorized	500,000,000	500,000,000	500,000,000
Common stock outstanding	100,000,000	123,713,636	127,272,727
Preferred stock authorized	50,000,000	50,000,000	50,000,000
Preferred stock outstanding	—	—	—
Reserved under 2022 Omnibus Equity Incentive Plan	—	12,727,273	12,727,273
Reserved under 2022 Employee Stock Purchase Plan	—	2,545,455	2,545,455
Name	Class	Status
Garrett Calloway	Class III	Co-Founder, Chairman of the Board & Chief Executive Officer (Non-Independent, Management)
Elaine Briggs	Class II	Co-Founder & President, Development (Non-Independent, Management)
Hugh Pemberton	Class III	Non-Independent, Investor Designee (Pinnacle Vista Capital Partners)
Diane Kovac	Class I	Non-Independent, Investor Designee (Pinnacle Vista Capital Partners)
Warren Okoro	Class I	Independent
Catherine Liang	Class II	Independent
Richard Estavez	Class III	Independent
Pinnacle Vista Ownership Threshold	Number of Designees

40% or more of o

DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of the capital stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation, as set forth in the Company's Amended and Restated Certificate of Incorporation (the "Charter") and Amended and Restated Bylaws (the "Bylaws"), each to become effective upon the closing of this offering. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter and the Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to the registration statement of which this prospectus forms a part, and by the applicable provisions of the Delaware General Corporation Law (the "DGCL"). We encourage you to read the Charter, the Bylaws, and the applicable provisions of the DGCL carefully and in their entirety for a complete description of the rights and preferences of the Company's securities.
As used in this "Description of Capital Stock" section, unless the context otherwise requires or as otherwise expressly stated, references to "CBR," the "Company," "we," "us," and "our" refer to Calloway-Briggs Renewables Inc. and do not include any of its subsidiaries.
The Company's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
General
Calloway-Briggs Renewables Inc. is a corporation organized and existing under the laws of the State of Delaware. The Company was incorporated under the DGCL and maintains its principal executive offices at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's employer identification number is 83-4027615. Upon the effectiveness of the Charter, the Company's authorized capital stock will consist solely of shares of common stock, par value $0.01 per share, and shares of preferred stock, par value $0.01 per share, as described in further detail below.
The Company has applied to list its shares of common stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." No assurance can be given that the Company's application will be approved. For additional information regarding the listing of the common stock, see "— Listing" below.
Authorized Capital Stock
Upon the effectiveness of the Charter, the total number of shares of capital stock that the Company will be authorized to issue will be 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. The authorized number of shares of common stock is sufficient to accommodate the shares outstanding prior to the offering, the shares to be issued in the primary and secondary components of this offering (including shares subject to the underwriters' overallotment option), shares reserved for issuance under the Company's equity compensation plans, and shares available for future corporate purposes, including potential acquisitions, strategic investments, and additional capital-raising transactions. Set forth below is a summary of the Company's capitalization in connection with this offering.
Pre-IPO Shares Outstanding. Immediately prior to the closing of this offering and after giving effect to the conversion of all outstanding shares of the Company's convertible preferred stock and the reclassification of all outstanding equity interests into shares of common stock (the "Reclassification"), there will be 100,000,000 shares of common stock outstanding on a fully diluted basis.
Post-IPO Shares Outstanding (Base Offering, No Overallotment). Immediately following the closing of this offering, assuming no exercise of the underwriters' overallotment option, there will be 123,713,636 shares of common stock outstanding, consisting of the 100,000,000 shares outstanding immediately prior to the offering plus 23,713,636 shares of common stock sold in the primary and secondary components of this offering.
Post-IPO Shares Outstanding (Full Overallotment Exercise). Immediately following the closing of this offering, assuming full exercise of the underwriters' overallotment option, there will be 127,272,727 shares of common stock outstanding, consisting of the 100,000,000 shares outstanding immediately prior to the offering plus 27,272,727 shares of common stock sold in the primary and secondary components of this offering (including shares subject to the overallotment option).
Shares Reserved Under Equity Plans. The Company has reserved shares of common stock for issuance under the following equity compensation plans:
•  2022 Omnibus Equity Incentive Plan: 12,727,273 shares of common stock have been reserved for issuance, representing approximately 10% of the post-IPO fully diluted shares of common stock outstanding (assuming full exercise of the underwriters' overallotment option). For a description of the material terms of the 2022 Omnibus Equity Incentive Plan, see "Executive and Director Compensation — Equity Compensation Plans — 2022 Omnibus Equity Incentive Plan."
•  2022 Employee Stock Purchase Plan: 2,545,455 shares of common stock have been reserved for issuance, representing approximately 2% of the post-IPO fully diluted shares of common stock outstanding (assuming full exercise of the underwriters' overallotment option). For a description of the material terms of the 2022 Employee Stock Purchase Plan, see "Executive and Director Compensation — Equity Compensation Plans — 2022 Employee Stock Purchase Plan."
Preferred Stock. As of the date of this prospectus, no shares of preferred stock are outstanding. For a description of the terms of the preferred stock, see "— Preferred Stock" below.
The following table summarizes the Company's capitalization upon the completion of this offering:
Common Stock
The following is a summary of the material rights and preferences of the Company's common stock.
Voting Rights.  Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders of the Company, including the election and removal of directors. The holders of common stock do not have cumulative voting rights in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election and the holders of the remaining shares will not be able to elect any directors.
Directors are elected by a plurality of the votes cast at a meeting of stockholders at which a quorum is present, as provided in the Charter and the Bylaws. A quorum for the transaction of business at any meeting of stockholders requires the presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of capital stock entitled to vote at such meeting.
Except as may be otherwise required by applicable law, the Charter, or the Bylaws, all matters other than the election of directors submitted to a vote of the stockholders will be decided by the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on such matter.
Concentrated Ownership. As of the date of this prospectus and prior to the completion of this offering, Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista") holds approximately 62,000,000 shares of common stock, representing approximately 62% of the pre-IPO fully diluted common stock of the Company. The Founders — Garrett Calloway, the Company's Chairman of the Board and Chief Executive Officer, and Elaine Briggs, the Company's President, Development — collectively hold approximately 24,000,000 shares of common stock, representing approximately 24% of the pre-IPO fully diluted common stock of the Company. Following the completion of this offering (assuming no exercise of the underwriters' overallotment option and assuming that Pinnacle Vista does not sell shares in this offering), Pinnacle Vista is expected to continue to hold a substantial percentage of the outstanding common stock, and together with the Founders, will have the ability to significantly influence or control matters requiring stockholder approval. Such matters include, but are not limited to, the election and removal of directors, the approval of mergers, consolidations, sales of all or substantially all of the Company's assets, and other significant corporate transactions. This concentration of ownership could delay, deter, or prevent a change in control of the Company that other stockholders might consider to be in their best interests. For additional information regarding the risks associated with concentrated ownership, see "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."
Dividend Rights.  Holders of common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefor, subject to any preferential dividend rights of any outstanding series of preferred stock. As of the date of this prospectus, no shares of preferred stock are outstanding.
The Company does not anticipate paying any cash dividends on its common stock for the foreseeable future. The Company currently intends to retain all available funds and future earnings, if any, for the operation, development, and growth of its business, including investments in new and existing renewable energy projects. Any future determination to pay dividends will be made at the discretion of the Board of Directors and will depend upon, among other factors, the Company's results of operations, financial condition, capital requirements, contractual restrictions, business prospects, and such other factors as the Board of Directors deems relevant.
In addition, the Company's ability to pay dividends is restricted by the terms of its existing indebtedness. The Corporate Revolving Credit Facility (aggregate commitments of $400,000,000) and the Term Loan B (aggregate principal amount of $650,000,000), each entered into with a syndicate of lenders led by Veltrano National Bank, as Administrative Agent, contain restricted payment covenants that limit the Company's ability to declare and pay dividends on its capital stock. Under the terms of these credit agreements, the Company may not declare or pay dividends or make other restricted payments except in compliance with certain financial covenants, baskets, and exceptions specified therein. For a further description of the Company's indebtedness, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness."
Liquidation Rights.  In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share ratably in all assets of the Company available for distribution to stockholders after the payment in full of all debts and other liabilities of the Company and the satisfaction of any liquidation preference of any then-outstanding series of preferred stock. As of the date of this prospectus, no shares of preferred stock are outstanding, and accordingly there is no liquidation preference that would take priority over the rights of the holders of common stock.
Preemptive Rights, Conversion, and Redemption
Holders of common stock have no preemptive, subscription, conversion, or redemption rights. There are no sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Board of Directors may designate and issue in the future.
All shares of common stock outstanding upon the completion of this offering will be duly authorized, validly issued, fully paid, and non-assessable.
Preferred Stock
The Charter authorizes the Board of Directors, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series from time to time. The Board of Directors is authorized to fix the designations, voting powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of each series of preferred stock, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences, and the number of shares constituting any series. The ability of the Board of Directors to issue preferred stock without stockholder approval is commonly referred to as "blank check" preferred stock authority.
The issuance of preferred stock could adversely affect the voting power of holders of common stock and could have the effect of delaying, deferring, or preventing a change in control of the Company. In particular, specific issuances of preferred stock could provide the holders thereof with voting, conversion, or other rights that, if exercised, could dilute the economic and voting interests of the holders of common stock. The issuance of preferred stock with liquidation preferences senior to the common stock could also diminish the value of the common stock in a liquidation or dissolution scenario. Accordingly, the authorization of blank check preferred stock may have the effect of discouraging unsolicited acquisition proposals or rendering more difficult or more costly the accomplishment of a merger or similar transaction.
As of the date of this prospectus, no shares of preferred stock are designated, issued, or outstanding, and the Company has no present plans to issue any shares of preferred stock.
Anti-Takeover Provisions
The Charter, the Bylaws, and the DGCL contain certain provisions that could have the effect of delaying, deferring, or preventing a change in control of the Company, or discouraging others from acquiring the Company. These provisions, which are summarized below, may also have the effect of discouraging unsolicited acquisition proposals that stockholders may consider to be in their best interests. These provisions are not intended to prevent a takeover of the Company, but are intended to protect and maximize the value of the Company's stockholders' interests by, among other things, encouraging any potential acquiror to negotiate with the Board of Directors. The Board of Directors believes that these provisions are in the best interests of the Company and its stockholders. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company even if such proposals or change in control might be considered beneficial by some stockholders. See "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — Anti-takeover provisions in our Charter, Bylaws, and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove members of our Board of Directors, and limit the market price of our common stock."
Delaware Section 203
The Company has elected to be governed by Section 203 of the DGCL. Section 203 provides that, subject to certain exceptions, a Delaware corporation may not engage in any "business combination" with any "interested stockholder" for a period of three years following the date on which such person became an interested stockholder. Generally, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation's outstanding voting stock. A "business combination" includes, among other things, mergers, consolidations, asset sales, and other transactions having an overall aggregate market value equal to 10% or more of the corporation's consolidated assets or outstanding stock.
Section 203 does not prohibit a business combination with an interested stockholder if any of the following conditions is satisfied:
(a) prior to the date on which the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the person becoming an interested stockholder;
(b) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time the transaction commenced, excluding, for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder), shares owned by (i) persons who are directors and also officers of the corporation and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(c) on or subsequent to the date on which the person became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock that is not owned by the interested stockholder.
Notwithstanding the foregoing, Section 203 of the DGCL does not apply to Pinnacle Vista Capital Partners III, LP or any of its affiliates (or any group of which Pinnacle Vista or any of its affiliates is a member) because the Board of Directors approved Pinnacle Vista's initial acquisition of shares of the Company's capital stock prior to the date on which Pinnacle Vista became an interested stockholder. Pinnacle Vista's initial investment in the Company was made in 2017 and was approved by the Board of Directors at that time. Accordingly, the restrictions of Section 203 do not apply to business combinations between the Company and Pinnacle Vista.
The provisions of Section 203 may encourage persons interested in acquiring the Company to negotiate in advance with the Board of Directors since the stockholder approval requirement described above would be avoided if a majority of the directors then in office approves either the business combination or the transaction that results in any such person becoming an interested stockholder.
Classified Board of Directors
The Charter provides that the Board of Directors will be divided into three classes of directors, designated Class I, Class II, and Class III, with each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to the class of directors whose terms expire at such meeting will be elected to serve for three-year terms, so that only one class of directors is elected at each annual meeting of stockholders. The initial terms of the three classes are as follows:
•  Class I directors will serve until the first annual meeting of stockholders following the completion of this offering;
•  Class II directors will serve until the second annual meeting of stockholders following the completion of this offering; and
•  Class III directors will serve until the third annual meeting of stockholders following the completion of this offering.
The classified board structure means that it will take at least two annual meetings of stockholders for stockholders to replace a majority of the Board of Directors. This structure can have the effect of deterring or discouraging hostile takeover attempts, proxy contests, or other unsolicited changes in control because a potential acquiror would not be able to gain control of the Board of Directors in a single election cycle.
The current Board of Directors is composed of seven directors, as follows:
Pursuant to the Charter, directors may be removed only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of capital stock entitled to vote in the election of directors. Any vacancy on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or any other cause, or any newly created directorship resulting from an increase in the authorized number of directors, will be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director. Directors so appointed will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or the new directorship was created and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification, or removal.
Advance-Notice Provisions for Stockholder Proposals and Director Nominations
The Bylaws establish advance-notice procedures for stockholders seeking to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders (other than nominations made by or at the direction of the Board of Directors or a committee thereof). These procedures require that a stockholder deliver timely written notice containing specified information to the Corporate Secretary of the Company at the Company's principal executive offices. The current Corporate Secretary is Sandra Haverford, General Counsel & Corporate Secretary, and all notices must be directed to her at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.
To be timely under the Bylaws, a stockholder's notice must be received by the Corporate Secretary at the Company's principal executive offices:
•  not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which public announcement of the date of such meeting is first made by the Company; and
•  in the case of a special meeting of stockholders called for the purpose of electing directors, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting and (ii) the 10th day following the day on which public announcement of the date of such special meeting is first made by the Company.
A stockholder's notice must set forth, as to each matter the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address of the stockholder and any beneficial owner on whose behalf the proposal is made, (iii) the class and number of shares of capital stock owned beneficially and of record by the stockholder and any such beneficial owner, (iv) any material interest of the stockholder and any such beneficial owner in the business proposed, and (v) such other information as the Board of Directors may reasonably require. With respect to nominations of directors, the notice must include additional information about the nominee, including the nominee's background and qualifications, and a completed questionnaire and representation agreement in the form provided by the Company.
These advance-notice provisions may have the effect of precluding stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders. These provisions are designed to afford the Board of Directors an opportunity to consider the qualifications of proposed nominees and the merits of proposed business and to inform stockholders about such matters prior to the meeting. These provisions are not intended to foreclose discussion or debate at a stockholder meeting regarding any matter properly brought before the meeting in compliance with the applicable procedures, but may have the effect of deterring a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.
Exclusive Forum Provision
The Charter provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:
(a) any derivative action or proceeding brought on behalf of the Company;
(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Company to the Company or the Company's stockholders;
(c) any action asserting a claim arising pursuant to any provision of the DGCL, the Charter, or the Bylaws (as each may be amended from time to time);
(d) any action to interpret, apply, enforce, or determine the validity of the Charter or the Bylaws; or
(e) any action asserting a claim governed by the internal affairs doctrine.
Notwithstanding the foregoing, the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, the exclusive forum provision will not apply to claims arising under the Securities Act or the Exchange Act.
The exclusive forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers, employees, or agents, which may discourage such lawsuits. Although the Company believes that the exclusive forum provision benefits the Company and its stockholders by providing for consistent application of Delaware law in the specified types of actions and proceedings, there can be no assurance that a court will enforce this provision, and if a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, the Company may incur additional costs in connection with resolving such action in another jurisdiction. See "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."
No Stockholder Action by Written Consent (Post-IPO)
Following the closing of this offering, the Charter will provide that stockholder action may be taken only at a duly called annual or special meeting of stockholders and may not be taken by written consent in lieu of a meeting. This prohibition on action by written consent will be subject to the following exceptions:
•  Holders of any series of preferred stock may take action by written consent to the extent provided in the terms of such series as set forth in the applicable certificate of designations.
•  Prior to the date on which Pinnacle Vista Capital Partners III, LP and its affiliates cease to beneficially own at least a majority of the outstanding shares of common stock of the Company (the "Trigger Date"), stockholder action may be taken by the written consent of the holders of the minimum number of votes that would be necessary to authorize or take such action at a duly noticed and convened meeting at which all shares entitled to vote thereon were present and voted. Accordingly, for so long as Pinnacle Vista and its affiliates beneficially own a majority of the outstanding common stock, Pinnacle Vista and any stockholders acting with it may take actions by written consent without the expense or delay of calling a special meeting.
Following the Trigger Date, this provision will prevent stockholders from initiating or effecting any action by written consent, thereby requiring all stockholder actions to be conducted at a duly called and noticed stockholder meeting. The elimination of the ability to act by written consent may lengthen the amount of time required to take stockholder action, because actions by written consent are not subject to the minimum notice requirements of a stockholder meeting. This provision, once fully effective, may have the effect of deterring hostile takeovers or other unsolicited changes in control because a potential acquiror would not be able to act on a written consent to replace directors or approve a transaction without the delay and deliberation attendant to a stockholder meeting.
Special Meetings of Stockholders
Under the Charter and the Bylaws, special meetings of stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the total number of directors that the Company would have if there were no vacancies on the Board, the Chairman of the Board (currently Garrett Calloway), or the Chief Executive Officer (currently Garrett Calloway). Stockholders of the Company are not permitted to call a special meeting of stockholders, and the Bylaws do not permit stockholders to require the Board of Directors to call a special meeting.
The limitation on the ability to call a special meeting may delay the ability of stockholders to force consideration of a stockholder proposal or to take action with respect to any matter, including the removal of directors, until the next annual meeting of stockholders. This provision may also have the effect of deterring a potential acquiror from effecting a change in control by preventing a stockholder (or group of stockholders) from calling a special meeting to approve a transaction or to elect new directors.
Supermajority Voting Requirements
The Charter requires the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change, or repeal, or to adopt any provision as part of the Charter inconsistent with, the following provisions of the Charter and the Bylaws:
•  the provisions relating to the classified Board of Directors;
•  the provisions relating to the removal of directors only for cause;
•  the provisions relating to the prohibition on stockholder action by written consent (once effective following the Trigger Date);
•  the provisions relating to special meetings of stockholders;
•  the exclusive forum provision;
•  the advance-notice provisions for stockholder proposals and director nominations; and
•  the supermajority voting requirement provision itself.
This supermajority voting requirement is in addition to any separate class vote or other vote that may be required by law. The supermajority voting requirement makes it significantly more difficult for stockholders to amend or repeal the protective provisions of the Charter and Bylaws, which could facilitate an unsolicited acquisition of the Company by, among other things, preventing the removal of the classified board structure or the elimination of the prohibition on stockholder action by written consent.
Blank-Check Preferred Stock
As described under "— Preferred Stock" above, the Board of Directors has the authority, without further stockholder approval, to issue shares of preferred stock with rights, preferences, and privileges that are senior to those of the common stock. The existence of this authority may have the effect of discouraging an attempt to obtain control of the Company by means of a tender offer, merger, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations the Board of Directors were to determine that a takeover proposal is not in the best interests of the Company and its stockholders, the Board of Directors could cause shares of preferred stock to be issued in a private offering to friendly third parties or under a stockholder rights plan, without the approval of the Company's stockholders, that could dilute the voting power or other rights of the proposed acquiror. The issuance of such preferred stock could also be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise gain control of the Company. For additional discussion of the terms and potential effects of preferred stock, see "— Preferred Stock" above.
Stockholders' Agreement
In connection with the closing of this offering, the Company will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") with Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs. The Stockholders' Agreement will become effective upon the closing of this offering and will supersede in its entirety the existing stockholders' agreement among the Company and the parties thereto. The following is a summary of the material terms of the Stockholders' Agreement. This summary is qualified in its entirety by reference to the full text of the Stockholders' Agreement, which will be filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part.
Board Designation Rights. Pursuant to the Stockholders' Agreement, Pinnacle Vista will have the right to designate a number of nominees to the Board of Directors based on its percentage ownership of the Company's outstanding common stock, subject to a step-down schedule tied to the following ownership thresholds:
As of the closing of this offering, Pinnacle Vista is expected to beneficially own in excess of 40% of the outstanding common stock of the Company and, accordingly, will be entitled to designate three nominees to the Board of Directors. The current Pinnacle Vista investor designees are Hugh Pemberton and Diane Kovac. The Company will use its reasonable best efforts to include Pinnacle Vista's designees in the slate of nominees recommended by the Board of Directors for election at each annual meeting of stockholders and will solicit proxies in favor of such designees in the same manner as it does for its other nominees.
Transfer Restrictions. The Stockholders' Agreement imposes certain restrictions on the transfer of shares of common stock held by the parties thereto, including, without limitation, restrictions on transfers that would result in a violation of applicable securities laws and restrictions on transfers during certain specified blackout periods. The transfer restrictions are subject to customary exceptions, including transfers to affiliates, family members, and trusts for estate-planning purposes, in each case provided that the transferee agrees to be bound by the terms of the Stockholders' Agreement.
Standstill Provisions. The Stockholders' Agreement contains standstill provisions pursuant to which the Founders and their affiliates agree not to acquire additional shares of the Company's capital stock in excess of certain specified thresholds without the prior written consent of the Board of Directors, subject to customary exceptions.
The Stockholders' Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, without regard to the conflicts-of-laws principles thereof.
Registration Rights
In connection with the closing of this offering, the Company will enter into a Registration Rights Agreement (the "Registration Rights Agreement") with Pinnacle Vista Capital Partners III, LP and its permitted transferees. The Registration Rights Agreement will become effective upon the closing of this offering. The following is a summary of the material terms of the Registration Rights Agreement. This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which will be filed as Exhibit 10.2 to the registration statement of which this prospectus forms a part.
Demand Registration Rights. Pursuant to the Registration Rights Agreement, at any time following the expiration of the lock-up period described below under "— Shares Eligible for Future Sale and Lock-Up," Pinnacle Vista will have the right to demand that the Company file a registration statement under the Securities Act covering the resale of all or a portion of the shares of common stock held by Pinnacle Vista and its permitted transferees (a "Demand Registration"). The Company is obligated to effect a reasonable number of Demand Registrations; provided, however, that the Company is not required to effect a Demand Registration if the aggregate proceeds expected to be received from the sale of the shares requested to be included in such registration are less than $50,000,000. The Company may postpone the filing of a registration statement for a period not to exceed 90 days in any twelve-month period if the Board of Directors determines in good faith that such filing would require disclosure of material non-public information that would be materially adverse to the Company.
Piggyback Registration Rights. If the Company proposes to register shares of common stock for sale in a public offering (other than registrations on Form S-4 or Form S-8, or a registration relating solely to an employee benefit plan or a transaction subject to Rule 145 under the Securities Act), Pinnacle Vista and its permitted transferees will have the right to include their shares in such registration (a "Piggyback Registration"), subject to customary underwriter cut-back provisions. In any underwritten Piggyback Registration, if the managing underwriter advises the Company that the total amount of securities requested to be included in such registration exceeds the amount that can be sold without materially and adversely affecting the price, timing, or distribution of the offering, the securities to be included will be allocated in the following order of priority: (i) first, the securities the Company proposes to sell; (ii) second, the securities requested to be included by Pinnacle Vista and its permitted transferees, pro rata based on the number of registrable securities owned by each; and (iii) third, the securities requested to be included by any other holders with piggyback registration rights, pro rata based on the number of registrable securities owned by each.
S-3 Shelf Registration Rights. Following the date on which the Company becomes eligible to file a registration statement on Form S-3 under the Securities Act, Pinnacle Vista may request that the Company file a shelf registration statement on Form S-3 covering the resale of all registrable securities held by Pinnacle Vista and its permitted transferees (an "S-3 Shelf Registration"). The Company is obligated to use its commercially reasonable efforts to keep such shelf registration statement effective until all registrable securities covered thereby have been sold or are otherwise no longer registrable securities.
Cut-Back Provisions. As noted above, in connection with any underwritten offering conducted pursuant to a Demand Registration, a Piggyback Registration, or an S-3 Shelf Registration, the managing underwriter may limit the number of shares to be included in such offering if, in its reasonable judgment, including all such shares would materially and adversely affect the success of the offering.
Expenses. The Company will bear all registration expenses (other than underwriting discounts and commissions and transfer taxes) in connection with any Demand Registration, Piggyback Registration, or S-3 Shelf Registration.
Indemnification. The Registration Rights Agreement contains customary indemnification and contribution provisions pursuant to which the Company agrees to indemnify Pinnacle Vista and its permitted transferees, and Pinnacle Vista and its permitted transferees agree to indemnify the Company, against certain liabilities arising under the Securities Act.
The Registration Rights Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, without regard to the conflicts-of-laws principles thereof.
Shares Eligible for Future Sale and Lock-Up
Sales of substantial amounts of common stock in the public market following the completion of this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through offerings of our equity securities. For a more detailed discussion of the shares eligible for future sale and the potential impact of such sales on the trading price of our common stock, see "Shares Eligible for Future Sale" elsewhere in this prospectus.
Lock-Up Period. In connection with this offering, the Company's directors, executive officers, Pinnacle Vista Capital Partners III, LP, and all holders of 1% or more of the Company's pre-IPO common stock (approximately 18 persons and entities in total) have entered into lock-up agreements with Hargrove Keating & Co. (as representative of the underwriters) pursuant to which they have agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, for a period of 180 days following the date of the final prospectus relating to this offering (the "Lock-Up Period").
Lock-Up Release. The lock-up restrictions described above are subject to early release upon (a) the prior written consent of Hargrove Keating & Co. (as representative of the underwriters), which consent may be given at any time and for any reason in the sole discretion of Hargrove Keating & Co., or (b) the occurrence of a "Change of Control" of the Company, as such term is defined in the lock-up agreements.
Lock-Up Carve-Outs. The lock-up agreements contain certain customary exceptions, including, without limitation:
•  transfers to affiliates of the lock-up party, provided that the transferee agrees to be bound by the terms of the lock-up agreement;
•  transfers for bona fide estate-planning purposes, including transfers to trusts, family limited partnerships, or similar vehicles for the benefit of the lock-up party or the immediate family members of the lock-up party;
•  the adoption (but not the execution prior to the expiration of the Lock-Up Period) of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; and
•  pledges of shares of common stock to third-party lending institutions as collateral for bona fide loans, provided that any foreclosure or other disposition of such shares during the Lock-Up Period is subject to the lock-up restrictions.
Issuer Lock-Up. The Company has agreed, subject to certain customary exceptions, not to (i) offer, sell, issue, contract to sell, pledge, or otherwise dispose of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, (ii) file any registration statement under the Securities Act with respect to any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, or (iii) enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock, for a period of 180 days following the date of the final prospectus relating to this offering. The issuer lock-up is subject to customary exceptions, including (a) issuances of shares of common stock upon the exercise or settlement of awards outstanding under the Company's equity compensation plans or upon the exercise of options, warrants, or convertible securities outstanding on the date of the final prospectus, (b) issuances of awards under the Company's 2022 Omnibus Equity Incentive Plan and 2022 Employee Stock Purchase Plan, and (c) issuances of shares of common stock or securities convertible into shares of common stock in connection with bona fide acquisitions or strategic transactions approved by the Board of Directors, provided that the recipients of such shares agree to be bound by the lock-up restrictions for the remainder of the Lock-Up Period.
Rule 144 Eligibility. Following the expiration of the 180-day Lock-Up Period, shares of common stock held by persons who are not "affiliates" of the Company (as defined in Rule 144 under the Securities Act) will generally be eligible for resale under Rule 144, subject to the requirement that the Company has been current in its reporting obligations under the Exchange Act for at least 90 days prior to such sale. Shares of common stock held by persons who are "affiliates" of the Company will be eligible for resale under Rule 144, subject to volume limitations (sales during any three-month period may not exceed the greater of 1% of the outstanding shares of common stock or the average weekly trading volume during the four calendar weeks preceding the filing of a Form 144), manner-of-sale requirements, the current public information requirement, and the filing of a Form 144 with the Securities and Exchange Commission.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Continental Shareowner Services, Inc. The principal office of the transfer agent is located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004. The contact for corporate actions matters is Maria Costello, Vice President, Corporate Actions, who may be reached at the transfer agent's principal office address.
Listing
The Company has applied to list its common stock on the New York Stock Exchange under the proposed ticker symbol "CBRI." The Company's NYSE Listing Application Number is NYSE-2022-04218. No assurance can be given that the Company's application will be approved, and the completion of this offering is contingent upon approval of the listing of the common stock on the NYSE. The Company is not aware of any reason why the listing application should not be approved.
Limitation of Liability and Indemnification of Directors and Officers
Limitation of Liability. The Charter provides for the elimination of the personal liability of directors of the Company for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation's certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that no such provision shall eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL, which relates to the unlawful payment of dividends, stock purchases, or stock redemptions; or
(iv) for any transaction from which the director derived an improper personal benefit.
The Charter contains such a provision eliminating the personal liability of directors to the maximum extent permitted by Section 102(b)(7) of the DGCL. The Company believes that these provisions are necessary to attract and retain qualified persons as directors. These provisions do not limit or eliminate the Company's rights or the rights of any stockholder to seek non-monetary equitable relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions also do not affect a director's responsibilities under other laws, such as the federal securities laws.
Indemnification. The Charter and the Bylaws provide for indemnification of the Company's directors and officers to the fullest extent permitted by the DGCL. Under the DGCL, a corporation may indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding, provided that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The Charter and the Bylaws also provide for the advancement of expenses incurred by directors and officers in defending any such action, suit, or proceeding in advance of the final disposition thereof, subject to receipt of an undertaking by the indemnitee to repay such amount if it is ultimately determined that the indemnitee is not entitled to indemnification.
Indemnification Agreements. The Company has entered into individual indemnification agreements with each of its directors and executive officers. The indemnification agreements provide for indemnification and advancement of expenses to the fullest extent permitted by the DGCL, subject to certain customary exceptions. The directors and executive officers of the Company who are parties to such indemnification agreements are as follows:
Directors:
•  Garrett Calloway — Co-Founder, Chairman of the Board & Chief Executive Officer
•  Elaine Briggs — Co-Founder & President, Development
•  Hugh Pemberton — Director (Pinnacle Vista Capital Partners designee)
•  Diane Kovac — Director (Pinnacle Vista Capital Partners designee)
•  Warren Okoro — Independent Director
•  Catherine Liang — Independent Director
•  Richard Estavez — Independent Director
Executive Officers:
•  Marcus Yoon — Chief Financial Officer
•  Sandra Haverford — General Counsel & Corporate Secretary
•  Dale Renfroe — Chief Operating Officer
•  Priya Anand — Chief Technology Officer
•  Tomás Quintero — Senior Vice President, Origination & Development
•  Rachel Whitmore — Senior Vice President, Finance & Investor Relations
Directors' and Officers' Liability Insurance. The Company maintains a directors' and officers' liability insurance program with an aggregate coverage tower of $50,000,000. The primary layer of coverage is provided by Meridian National Assurance Company under Policy No. DNO-22-048871, with excess Layer 1 coverage provided by Stonebridge Indemnity Corp. and excess Layer 2 coverage provided by Commonwealth Omnivrel Insurance Ltd. The annual premium for the directors' and officers' liability insurance program is approximately $1.87 million. The program was placed through Dravello Place Insurance Advisors LLC, the Company's insurance broker.
The Company believes that the combination of the limitation of liability provisions in the Charter, the indemnification provisions in the Charter and the Bylaws, the individual indemnification agreements, and the directors' and officers' liability insurance program provide appropriate protection for the Company's directors and officers while preserving stockholder rights.
Underwriting Agreement Indemnification. The underwriting agreement entered into in connection with this offering also contains customary indemnification provisions pursuant to which the underwriters have agreed to indemnify the Company, its directors, its officers who sign the registration statement, and its controlling persons against certain liabilities, including liabilities under the Securities Act. The Company has also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act. For a further description of the indemnification provisions of the underwriting agreement, see "Underwriting."
Controlled Company Status
Following the completion of this offering, the Company expects to be a "controlled company" within the meaning of Section 303A of the NYSE Listed Company Manual because Pinnacle Vista Capital Partners III, LP (together with the shares subject to voting arrangements under the Stockholders' Agreement) is expected to control more than 50% of the Company's total voting power.
As a controlled company under the NYSE Listed Company Manual, the Company is eligible for, and intends to rely on, certain exemptions from the NYSE's corporate governance requirements. Specifically, as a controlled company, the Company is not required to comply with the following corporate governance requirements that would otherwise apply:
(a) the requirement that a majority of the Board of Directors be composed of independent directors;
(b) the requirement that director nominees be selected, or recommended for selection by the Board of Directors, by a nominating/corporate governance committee composed entirely of independent directors, with a written charter addressing the committee's purpose and responsibilities; and
(c) the requirement that the compensation of the Chief Executive Officer and all other executive officers be determined, or recommended to the Board of Directors for determination, by a compensation committee composed entirely of independent directors, with a written charter addressing the committee's purpose and responsibilities.
As of the date of this prospectus, three of the Company's seven directors — Warren Okoro, Catherine Liang, and Richard Estavez — qualify as "independent" under the applicable NYSE listing standards. The remaining four directors are not independent: Garrett Calloway and Elaine Briggs are members of management, and Hugh Pemberton and Diane Kovac are designees of Pinnacle Vista Capital Partners. Accordingly, a majority of the Board of Directors is not composed of independent directors.
The Company intends to rely on certain of the exemptions described above for so long as it remains a controlled company. In the event that the Company ceases to be a controlled company (which will occur if and when Pinnacle Vista and its affiliates cease to control more than 50% of the Company's total voting power), the Company will be required to comply with the NYSE corporate governance requirements described above, subject to applicable phase-in periods. Under the NYSE rules, a company that ceases to be a controlled company must have (i) at least one independent member on each of the compensation committee and the nominating/corporate governance committee at the time it ceases to be a controlled company, (ii) a majority of independent directors on each such committee within 90 days of ceasing to be a controlled company, and (iii) fully independent compensation and nominating/corporate governance committees and a majority independent board within one year of ceasing to be a controlled company.
The controlled company exemptions do not modify the independence requirements for the audit committee. Under SEC Rule 10A-3 under the Exchange Act and the NYSE listing standards, the Company is required to have an audit committee composed entirely of independent directors, subject to a phase-in period for newly public companies. The Company's Audit Committee currently consists of Warren Okoro (Chair), Catherine Liang, and Richard Estavez, each of whom qualifies as independent under the applicable NYSE listing standards and SEC rules.
For a discussion of the risks associated with the Company's status as a controlled company, see "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."
Emerging Growth Company Status
The Company qualifies as an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). A company qualifies as an emerging growth company if it has total annual gross revenue of less than $1.235 billion during its most recently completed fiscal year. For the fiscal year ended December 31, 2021, the Company had total revenue of $487.3 million, which is below the applicable threshold.
As an emerging growth company, the Company may take advantage of certain reduced disclosure and reporting requirements that are otherwise applicable to public companies, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 with respect to the Company's internal control over financial reporting; (ii) reduced disclosure obligations regarding executive compensation in the Company's periodic reports and proxy statements; and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, under the JOBS Act, an emerging growth company may elect to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. The Company has elected to take advantage of this extended transition period.
The Company will remain an emerging growth company until the earliest of (a) the last day of the fiscal year in which the Company has total annual gross revenue of $1.235 billion or more, (b) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the Securities Act, (c) the date on which the Company has, during the prior three-year period, issued more than $1.0 billion in non-convertible debt, or (d) the date on which the Company is deemed to be a "large accelerated filer" under the rules of the SEC (which would occur when the market value of the Company's common stock held by non-affiliates equals or exceeds $700 million, measured as of the last business day of the Company's most recently completed second fiscal quarter).
For additional discussion of the Company's emerging growth company status and the implications thereof, see "Risk Factors" and "Prospectus Summary" elsewhere in this prospectus.
Pre-IPO | Post-IPO (No Overallotment) | Post-IPO (Full Overallotment)
Common stock authorized | 500,000,000 | 500,000,000 | 500,000,000
Common stock outstanding | 100,000,000 | 123,713,636 | 127,272,727
Preferred stock authorized | 50,000,000 | 50,000,000 | 50,000,000
Preferred stock outstanding | — | — | —
Reserved under 2022 Omnibus Equity Incentive Plan | — | 12,727,273 | 12,727,273
Reserved under 2022 Employee Stock Purchase Plan | — | 2,545,455 | 2,545,455
Name | Class | Status
Garrett Calloway | Class III | Co-Founder, Chairman of the Board & Chief Executive Officer (Non-Independent, Management)
Elaine Briggs | Class II | Co-Founder & President, Development (Non-Independent, Management)
Hugh Pemberton | Class III | Non-Independent, Investor Designee (Pinnacle Vista Capital Partners)
Diane Kovac | Class I | Non-Independent, Investor Designee (Pinnacle Vista Capital Partners)
Warren Okoro | Class I | Independent
Catherine Liang | Class II | Independent
Richard Estavez | Class III | Independent
Pinnacle Vista Ownership Threshold | Number of Designees
40% or more of o

DESCRIPTION OF CAPITAL STOCK

Record

Parties

Dates

Amounts