1015-00001 · Graymont Brothers Inc · Registration Statement

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

This Part II forms a part of the Registration Statement on Form S-1 of Calloway-Briggs Renewables Inc., a Delaware corporation (the “Registrant” or the “Company”), confidentially submitted to the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR under Accession No. 0001948372-22-000001 as an initial Draft Registration Statement on Form S-1 on April 11, 2022, as subsequently amended by Amendment No. 1 filed under Accession No. 0001948372-22-000002 on May 20, 2022 and Amendment No. 2 filed under Accession No. 0001948372-22-000003 on June 10, 2022. The Registrant’s SEC Central Index Key is 0001948372. The Registrant’s principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, and its employer identification number is 83-4027615.

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses, other than underwriting discounts and commissions, expected to be incurred by the Registrant in connection with the offer and sale of the securities covered by this Registration Statement. Except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee, all such amounts are estimates. The Registrant will bear all of the expenses set forth below. Pinnacle Vista Capital Partners III, LP, as the selling stockholder, will not bear any of the expenses listed below, other than its pro rata portion of the underwriting discount attributable to the secondary shares being sold by it in the offering.

(1) Does not include the underwriting discount of 5.50% of the public offering price, which is estimated to equal $33,000,000 on a fully exercised basis. Such underwriting discount is expected to consist of a management fee of $6,600,000, an underwriting fee of $6,600,000 and a selling concession of $19,800,000.

(2) Does not include reimbursement of certain underwriter expenses, subject to a cap of $350,000, including FINRA-related expenses.

For purposes of the SEC registration fee set forth above, the amount shown has been calculated on the basis of an aggregate offering amount of $600,000,000 and the applicable SEC filing fee rate in effect at the time of filing. The FINRA filing fee was determined in accordance with FINRA Rule 5110 and relates to Filing No. 20221129-01. The NYSE listing fee reflects the initial listing fee payable in connection with the Company’s application to list its common stock on the New York Stock Exchange under the proposed ticker symbol “CBRI,” referenced internally under Application No. NYSE-2022-04218.

The estimate for legal fees and expenses includes amounts payable to Calderwood & Harkness LLP in its capacity as counsel to the Company in connection with the offering, including a monthly retainer of $125,000, hourly overage charges and a success fee of $1,750,000 payable upon pricing of the offering. Printing and engraving expenses include anticipated costs associated with the preparation, printing and distribution of the preliminary prospectus, final prospectus, road show materials and other transaction documentation by Ridgeway Financial Printing Corp. Accounting fees and expenses consist principally of audit, review, comfort letter, consent and related professional services provided by Ashford & Pemberton LLP. D&O insurance premiums reflect the incremental cost of the Company’s IPO-related directors’ and officers’ liability insurance tower placed through Dravello Place Insurance Advisors LLC, with Meridian National Assurance Company serving as the primary carrier.

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a Delaware corporation to indemnify and advance expenses to its directors, officers, employees and agents in certain circumstances. Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such 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 such person’s conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify a person in connection with an action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or served in such capacity for another enterprise at the request of the corporation, against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit. However, in the case of derivative actions, no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged liable to the corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In addition, indemnification for amounts paid in settlement of derivative claims generally requires court approval.

Section 145(c) of the DGCL requires indemnification of a present or former director or officer who has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 145(a) or 145(b), or in defense of any claim, issue or matter therein, against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith. This provision makes indemnification mandatory, rather than permissive, where the statutory standard of success has been satisfied.

Section 145(d) of the DGCL provides that any indemnification under Section 145(a) or Section 145(b), unless ordered by a court, may be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because the applicable standard of conduct has been met. Such determination must be made by the board of directors by a majority vote of directors who are not parties to the action, suit or proceeding, even though less than a quorum, or by a committee of such directors designated by majority vote of such directors, or, if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, or by the stockholders.

Section 145(e) of the DGCL permits a corporation to pay expenses, including attorneys’ fees, incurred by a director or officer in defending any action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized by the DGCL. Advancement of expenses to other persons may be made upon such terms and conditions, if any, as the corporation deems appropriate.

Section 145(g) of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who serves or served at the request of the corporation in any such capacity for another enterprise, against any liability asserted against and incurred by such person in any such capacity, whether or not the corporation would have the power to indemnify such person under Section 145.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation 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, subject to certain exceptions. Under Section 102(b)(7), such provision may not eliminate or limit liability for: (i) any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Section 174 of the DGCL for unlawful payment of dividends or unlawful stock purchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit. Recent amendments to Section 102(b)(7), effective August 1, 2022, permit Delaware corporations, subject to statutory limitations, to extend similar exculpation protections to certain officers with respect to direct claims by stockholders for breach of fiduciary duty. The Company’s amended and restated certificate of incorporation to become effective upon the closing of this offering includes officer exculpation to the fullest extent permitted by Delaware law, and the scope and application of such exculpation will be governed by the DGCL as in effect from time to time.

The Registrant’s Amended and Restated Certificate of Incorporation, which will become effective upon the closing of this offering and is filed as Exhibit 3.1 to this Registration Statement, provides that the personal liability of the Registrant’s directors shall be eliminated to the fullest extent permitted by the DGCL and that the personal liability of certain officers shall likewise be eliminated or limited to the fullest extent permitted by the DGCL, in each case for monetary damages for breach of fiduciary duty.

The Registrant’s Amended and Restated Bylaws, which will become effective upon the closing of this offering and are filed as Exhibit 3.2 to this Registration Statement, provide that the Registrant will indemnify its directors and officers to the fullest extent permitted by the DGCL. The bylaws also provide for the advancement of expenses incurred by a director or officer in advance of the final disposition of any proceeding, subject to receipt of an undertaking by or on behalf of the indemnitee to repay such amounts if it is ultimately determined that the indemnitee is not entitled to indemnification.

In addition, the Registrant has entered into, or upon the closing of this offering will enter into, individual indemnification agreements with each of its directors and executive officers. These agreements are intended to provide such persons with indemnification and advancement rights to the fullest extent permitted by the DGCL and to provide greater certainty regarding the procedures, rights and protections available to such individuals. The Registrant expects to maintain 13 such agreements in total, one with each of the following directors: Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang and Richard Estavez; and one with each of the following executive officers: Marcus Yoon, Sandra Haverford, Dale Renfroe, Priya Anand, Tomás Quintero and Rachel Whitmore. The form of indemnification agreement is filed as Exhibit 10.5 to this Registration Statement.

The Registrant maintains directors’ and officers’ liability insurance for the benefit of its directors and officers. The current insurance program consists of a $50,000,000 aggregate coverage tower, with Meridian National Assurance Company serving as the primary carrier under policy number DNO-22-048871, Stonebridge Indemnity Corp. providing the first excess layer and Commonwealth Omnivrel Insurance Ltd. providing the second excess layer. The annual premium for the tower is approximately $1.87 million. The coverage was placed through Dravello Place Insurance Advisors LLC and includes non-rescindable Side A difference-in-conditions coverage.

The underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement is expected to contain indemnification and contribution provisions pursuant to which the underwriters, consisting of Hargrove Keating & Co., Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co. and Crane Whitley Capital LLC, will agree, under certain circumstances, to indemnify the Registrant, its directors, its officers who sign the Registration Statement and any controlling persons of the Registrant against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”).

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The Registrant has included in this Registration Statement the undertaking required by Item 512 of Regulation S-K with respect to claims for indemnification for Securities Act liabilities.

Item 15. Recent Sales of Unregistered Securities

Set forth below is information regarding all securities sold by the Registrant within the past three years that were not registered under the Securities Act. Unless otherwise indicated, all such sales were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The recipients of such securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, were accredited investors or otherwise possessed sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, and received access to the type of information contemplated by Section 4(a)(2). No general solicitation or general advertising was used in connection with any of the transactions described below, and the securities issued in such transactions were subject to restrictions on transfer and bore appropriate restrictive legends.

In 2019, the Registrant consummated a follow-on equity financing pursuant to which it issued shares of its Series B Preferred Stock, or securities convertible into or exchangeable for such preferred stock and ultimately common stock, to Pinnacle Vista Capital Partners III, LP in exchange for an aggregate investment of $120,000,000. The securities issued in that financing will convert into shares of common stock in connection with the consummation of this offering and the related pre-IPO reclassification of the Registrant’s capital structure. The issuance was made in reliance on Section 4(a)(2) of the Securities Act, based in part on the sophistication and accredited investor status of Pinnacle Vista Capital Partners III, LP.

From 2019 through the date of this Registration Statement, the Registrant has granted stock options and restricted stock units to employees, directors and consultants under its pre-IPO equity incentive plans. In the aggregate, during such period, the Registrant has granted equity awards covering 8,750,000 shares of common stock, consisting of options and RSUs on a pre-reclassification, fully diluted basis adjusted to reflect the anticipated IPO capital structure. The exercise prices of stock options granted by the Registrant were determined in a manner intended to comply with Section 409A of the Internal Revenue Code, based on contemporaneous independent third-party valuations of the Registrant’s common stock. These issuances were made in reliance on Section 4(a)(2) of the Securities Act and Rule 701 under the Securities Act as transactions pursuant to compensatory benefit plans and contracts relating to compensation.

The Registrant also issued equity to its co-founders, Garrett Calloway and Elaine Briggs, in connection with the founding of the Company in 2014 and in subsequent equity transactions undertaken in connection with the growth and capitalization of the business. On a pre-IPO, fully diluted basis, and after giving effect to the one-for-one conversion and reclassification described below, the combined founder and management holdings of Garrett Calloway and Elaine Briggs represent approximately 24% of the Registrant’s common stock, or approximately 24,000,000 shares. These issuances were made in reliance on Section 4(a)(2) of the Securities Act.

In 2017, the Registrant completed its initial institutional preferred equity financing pursuant to which it issued shares of its Series A Preferred Stock, or securities convertible into or exchangeable for common stock equivalents, to Pinnacle Vista Capital Partners III, LP for an aggregate investment of $385,000,000. Following subsequent adjustments and on a pre-IPO, fully diluted, post-reclassification basis, Pinnacle Vista Capital Partners III, LP currently holds approximately 62,000,000 shares of common stock, representing approximately 62% of the Registrant’s fully diluted capitalization prior to the offering. The issuance was made in reliance on Section 4(a)(2) of the Securities Act.

In addition to the transactions described above, the Registrant has issued shares and equity awards to other earlier-stage investors and employees that, in the aggregate, represent approximately 14% of the Registrant’s pre-IPO fully diluted common stock, or approximately 14,000,000 shares on a post-reclassification basis. These issuances were made in reliance on Section 4(a)(2) of the Securities Act and/or Rule 701 under the Securities Act, as applicable.

In connection with the consummation of this offering, all outstanding shares of preferred stock of the Registrant will be converted into shares of common stock on a one-for-one basis, and the Registrant’s capital structure will be reclassified so that only a single class of common stock, par value $0.01 per share, will be outstanding immediately following the reclassification, excluding any preferred stock or other securities that may thereafter be authorized but unissued. On a fully diluted basis and after giving effect to such conversion and reclassification, the Registrant expects to have 100,000,000 shares of common stock outstanding prior to giving effect to the sale of shares in this offering.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Registration Statement:

• To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.

† Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 406 under the Securities Act. The omitted portions have been filed separately with the SEC.

Indicates a management contract or compensatory plan or arrangement.

(b) Financial Statement Schedules

All financial statement schedules have been omitted because the information required to be set forth therein is either not applicable or is shown in the consolidated financial statements or the notes thereto included in Part I of this Registration Statement.

The consolidated financial statements included in Part I of this Registration Statement have been audited by Ashford & Pemberton LLP, an independent registered public accounting firm, with Gregory Sondheim, CPA, serving as lead engagement partner, for the fiscal years ended December 31, 2019, December 31, 2020 and December 31, 2021. In addition, Part I includes unaudited interim financial information for the quarter ended March 31, 2022.

As reflected in Exhibit 21.1, the Registrant’s principal subsidiaries are summarized below:

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(a) That, for purposes of determining any liability under the Securities Act, if any of the securities being registered are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the Registrant will:

1. file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that forms a part of the Registration Statement;

2. that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

3. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(d) The undersigned Registrant hereby undertakes that:

1. for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

2. for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on June 10, 2022.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Garrett Calloway

Title: Chairman of the Board and Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett Calloway, Marcus Yoon and Sandra Haverford, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

End of Part II — Information Not Required in Prospectus

Expense Item	Estimated Amount
SEC registration fee	$55,620
FINRA filing fee	$75,500
NYSE listing fee	$310,000
Printing and engraving expenses (Ridgeway Financial Printing Corp.)	$485,000
Legal fees and expenses (Calderwood & Harkness LLP — issuer's counsel)	$4,925,000
Accounting fees and expenses (Ashford & Pemberton LLP — independent auditor)	$1,180,000
Transfer agent and registrar fees (Continental Shareowner Services, Inc.)	$95,000
Blue sky fees and expenses	$42,500
D&O insurance premiums (incremental IPO-related; Dravello Place Insurance Advisors LLC as broker; primary carrier Meridian National Assurance Company)	$1,870,000
Miscellaneous expenses	$461,380
Total	$9,500,000
Exhibit No.	Description
1.1*	Form of Underwriting Agreement among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP (as selling stockholder), and Hargrove Keating & Co., as representative of the several underwriters named therein
3.1*	Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (to be effective upon IPO closing)
3.2*	Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. (to be effective upon IPO closing)
4.1*	Specimen Common Stock Certificate of Calloway-Briggs Renewables Inc.
4.2*	Amended and Restated Stockholders' Agreement among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs
4.3*	Registration Rights Agreement among Calloway-Briggs Renewables Inc. and Pinnacle Vista Capital Partners III, LP (and permitted transferees)
5.1*	Opinion of Calderwood & Harkness LLP as to the legality of the securities being registered
8.1*	Opinion of Calderwood & Harkness LLP as to certain U.S. federal income tax matters
10.1*	2022 Omnibus Equity Incentive Plan of Calloway-Briggs Renewables Inc.
10.2*	Form of Stock Option Agreement under the 2022 Omnibus Equity Incentive Plan
10.3*	Form of Restricted Stock Unit Agreement under the 2022 Omnibus Equity Incentive Plan
10.4*	2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc.

10.5*	Form of Indemnification Agreement between Calloway-Briggs Renewables Inc. and each of its directors and executive officers
10.6†	Credit Agreement, dated as of March 18, 2021, among Calloway-Briggs Renewables Inc. (as borrower), the lenders party thereto, and Veltrano National Bank (as Administrative Agent) — Corporate Revolving Credit Facility ($400,000,000) and Term Loan B ($650,000,000)
10.7†	Tax Equity Partnership Agreement, dated as of September 14, 2020, among Solaris West Solar LLC and Veltara Basin Financial LLC ($280,000,000)
10.8†	Credit Agreement, dated as of November 22, 2021, among Mesquite Wind Holdings LLC (as borrower), the lenders party thereto, and Prairie Commercial Bank, N.A. (as Administrative Agent) — Construction-to-Term Facility ($165,000,000)
10.9†	Credit Agreement, dated as of December 9, 2021, among Cimarron Solar Development LLC (as borrower), the lenders party thereto, and Prairie Commercial Bank, N.A. (as Administrative Agent) — Construction-to-Term Facility ($143,000,000)
10.10*#	Employment Agreement — Garrett Calloway (Co-Founder, Chairman & CEO)
10.11*#	Employment Agreement — Elaine Briggs (Co-Founder & President, Development)
10.12*#	Employment Agreement — Marcus Yoon (CFO)
10.13*#	Employment Agreement — Sandra Haverford (General Counsel & Corporate Secretary)
10.14*#	Employment Agreement — Dale Renfroe (COO)
10.15*#	Employment Agreement — Priya Anand (SVP, Finance & Treasurer)
10.16	Management Services Agreement between Calloway-Briggs Renewables Inc. and Pinnacle Vista Capital Management LLC ($2.4 million per annum; terminates upon IPO closing)
21.1*	List of Subsidiaries of Calloway-Briggs Renewables Inc.
23.1*	Consent of Ashford & Pemberton LLP, independent registered public accounting firm
23.2*	Consent of Calderwood & Harkness LLP (included in Exhibits 5.1 and 8.1)
23.3*	Consent of Greenridge Environmental Sciences LLC
24.1*	Power of Attorney (included on the signature page of this Registration Statement)
107*	Filing Fee Table
Entity	Jurisdiction	Ownership	Purpose
CBR Holdings LLC	Delaware	100% by CBR	Intermediate holding company
Calloway-Briggs Operating Company LLC	Texas	100% by CBR Holdings	Operating entity
Solaris West Solar LLC	Texas	100% by CB Operating	Solaris West project SPV (450 MW solar PV, Pecos County, TX)
Red Mesa Wind Energy LLC	Oklahoma	100% by CB Operating	Red Mesa project SPV (380 MW wind, Custer County, OK)
Painted Rock Solar LLC	Arizona	100% by CB Operating	Painted Rock project SPV (320 MW solar PV, Maricopa County, AZ)
Pronghorn Wind LLC	Texas	100% by CB Operating	Pronghorn project SPV (510 MW wind, Nolan County, TX)

Brazos Energy Storage LLC	Texas	100% by CB Operating	Brazos Storage project SPV (200 MW / 800 MWh BESS, Fort Bend County, TX)
Mesquite Wind Holdings LLC	Texas	100% by CB Operating	Mesquite Wind project SPV (420 MW wind, Oldham County, TX; under construction)
Cimarron Solar Development LLC	New Mexico	100% by CB Operating	Cimarron Solar project SPV (350 MW solar PV, Doña Ana County, NM; under construction)
CBR Development Co. LLC	Texas	100% by CB Operating	Pipeline development entity
Signature	Name	Title	Date
/s/ Garrett Calloway	Garrett Calloway	Chairman of the Board, Chief Executive Officer, and Director (Principal Executive Officer)	June 10, 2022
/s/ Marcus Yoon	Marcus Yoon	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 10, 2022
/s/ Elaine Briggs	Elaine Briggs	President, Development, and Director	June 10, 2022
/s/ Hugh Pemberton	Hugh Pemberton	Director	June 10, 2022
/s/ Diane Kovac	Diane Kovac	Director	June 10, 2022
/s/ Warren Okoro	Warren Okoro	Director	June 10, 2022
/s/ Catherine Liang	Catherine Liang	Director	June 10, 2022
/s/ Richard Estavez	Richard Estavez	Director	June 10, 2022

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
This Part II forms a part of the Registration Statement on Form S-1 of Calloway-Briggs Renewables Inc., a Delaware corporation (the “Registrant” or the “Company”), confidentially submitted to the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR under Accession No. 0001948372-22-000001 as an initial Draft Registration Statement on Form S-1 on April 11, 2022, as subsequently amended by Amendment No. 1 filed under Accession No. 0001948372-22-000002 on May 20, 2022 and Amendment No. 2 filed under Accession No. 0001948372-22-000003 on June 10, 2022. The Registrant’s SEC Central Index Key is 0001948372. The Registrant’s principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, and its employer identification number is 83-4027615.
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses, other than underwriting discounts and commissions, expected to be incurred by the Registrant in connection with the offer and sale of the securities covered by this Registration Statement. Except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee, all such amounts are estimates. The Registrant will bear all of the expenses set forth below. Pinnacle Vista Capital Partners III, LP, as the selling stockholder, will not bear any of the expenses listed below, other than its pro rata portion of the underwriting discount attributable to the secondary shares being sold by it in the offering.
(1) Does not include the underwriting discount of 5.50% of the public offering price, which is estimated to equal $33,000,000 on a fully exercised basis. Such underwriting discount is expected to consist of a management fee of $6,600,000, an underwriting fee of $6,600,000 and a selling concession of $19,800,000.
(2) Does not include reimbursement of certain underwriter expenses, subject to a cap of $350,000, including FINRA-related expenses.
For purposes of the SEC registration fee set forth above, the amount shown has been calculated on the basis of an aggregate offering amount of $600,000,000 and the applicable SEC filing fee rate in effect at the time of filing. The FINRA filing fee was determined in accordance with FINRA Rule 5110 and relates to Filing No. 20221129-01. The NYSE listing fee reflects the initial listing fee payable in connection with the Company’s application to list its common stock on the New York Stock Exchange under the proposed ticker symbol “CBRI,” referenced internally under Application No. NYSE-2022-04218.
The estimate for legal fees and expenses includes amounts payable to Calderwood & Harkness LLP in its capacity as counsel to the Company in connection with the offering, including a monthly retainer of $125,000, hourly overage charges and a success fee of $1,750,000 payable upon pricing of the offering. Printing and engraving expenses include anticipated costs associated with the preparation, printing and distribution of the preliminary prospectus, final prospectus, road show materials and other transaction documentation by Ridgeway Financial Printing Corp. Accounting fees and expenses consist principally of audit, review, comfort letter, consent and related professional services provided by Ashford & Pemberton LLP. D&O insurance premiums reflect the incremental cost of the Company’s IPO-related directors’ and officers’ liability insurance tower placed through Dravello Place Insurance Advisors LLC, with Meridian National Assurance Company serving as the primary carrier.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a Delaware corporation to indemnify and advance expenses to its directors, officers, employees and agents in certain circumstances. Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such 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 such person’s conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a corporation may indemnify a person in connection with an action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or served in such capacity for another enterprise at the request of the corporation, against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit. However, in the case of derivative actions, no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged liable to the corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In addition, indemnification for amounts paid in settlement of derivative claims generally requires court approval.
Section 145(c) of the DGCL requires indemnification of a present or former director or officer who has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 145(a) or 145(b), or in defense of any claim, issue or matter therein, against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith. This provision makes indemnification mandatory, rather than permissive, where the statutory standard of success has been satisfied.
Section 145(d) of the DGCL provides that any indemnification under Section 145(a) or Section 145(b), unless ordered by a court, may be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because the applicable standard of conduct has been met. Such determination must be made by the board of directors by a majority vote of directors who are not parties to the action, suit or proceeding, even though less than a quorum, or by a committee of such directors designated by majority vote of such directors, or, if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, or by the stockholders.
Section 145(e) of the DGCL permits a corporation to pay expenses, including attorneys’ fees, incurred by a director or officer in defending any action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized by the DGCL. Advancement of expenses to other persons may be made upon such terms and conditions, if any, as the corporation deems appropriate.
Section 145(g) of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who serves or served at the request of the corporation in any such capacity for another enterprise, against any liability asserted against and incurred by such person in any such capacity, whether or not the corporation would have the power to indemnify such person under Section 145.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation 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, subject to certain exceptions. Under Section 102(b)(7), such provision may not eliminate or limit liability for: (i) any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Section 174 of the DGCL for unlawful payment of dividends or unlawful stock purchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit. Recent amendments to Section 102(b)(7), effective August 1, 2022, permit Delaware corporations, subject to statutory limitations, to extend similar exculpation protections to certain officers with respect to direct claims by stockholders for breach of fiduciary duty. The Company’s amended and restated certificate of incorporation to become effective upon the closing of this offering includes officer exculpation to the fullest extent permitted by Delaware law, and the scope and application of such exculpation will be governed by the DGCL as in effect from time to time.
The Registrant’s Amended and Restated Certificate of Incorporation, which will become effective upon the closing of this offering and is filed as Exhibit 3.1 to this Registration Statement, provides that the personal liability of the Registrant’s directors shall be eliminated to the fullest extent permitted by the DGCL and that the personal liability of certain officers shall likewise be eliminated or limited to the fullest extent permitted by the DGCL, in each case for monetary damages for breach of fiduciary duty.
The Registrant’s Amended and Restated Bylaws, which will become effective upon the closing of this offering and are filed as Exhibit 3.2 to this Registration Statement, provide that the Registrant will indemnify its directors and officers to the fullest extent permitted by the DGCL. The bylaws also provide for the advancement of expenses incurred by a director or officer in advance of the final disposition of any proceeding, subject to receipt of an undertaking by or on behalf of the indemnitee to repay such amounts if it is ultimately determined that the indemnitee is not entitled to indemnification.
In addition, the Registrant has entered into, or upon the closing of this offering will enter into, individual indemnification agreements with each of its directors and executive officers. These agreements are intended to provide such persons with indemnification and advancement rights to the fullest extent permitted by the DGCL and to provide greater certainty regarding the procedures, rights and protections available to such individuals. The Registrant expects to maintain 13 such agreements in total, one with each of the following directors: Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang and Richard Estavez; and one with each of the following executive officers: Marcus Yoon, Sandra Haverford, Dale Renfroe, Priya Anand, Tomás Quintero and Rachel Whitmore. The form of indemnification agreement is filed as Exhibit 10.5 to this Registration Statement.
The Registrant maintains directors’ and officers’ liability insurance for the benefit of its directors and officers. The current insurance program consists of a $50,000,000 aggregate coverage tower, with Meridian National Assurance Company serving as the primary carrier under policy number DNO-22-048871, Stonebridge Indemnity Corp. providing the first excess layer and Commonwealth Omnivrel Insurance Ltd. providing the second excess layer. The annual premium for the tower is approximately $1.87 million. The coverage was placed through Dravello Place Insurance Advisors LLC and includes non-rescindable Side A difference-in-conditions coverage.
The underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement is expected to contain indemnification and contribution provisions pursuant to which the underwriters, consisting of Hargrove Keating & Co., Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co. and Crane Whitley Capital LLC, will agree, under certain circumstances, to indemnify the Registrant, its directors, its officers who sign the Registration Statement and any controlling persons of the Registrant against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”).
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The Registrant has included in this Registration Statement the undertaking required by Item 512 of Regulation S-K with respect to claims for indemnification for Securities Act liabilities.
Item 15. Recent Sales of Unregistered Securities
Set forth below is information regarding all securities sold by the Registrant within the past three years that were not registered under the Securities Act. Unless otherwise indicated, all such sales were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The recipients of such securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, were accredited investors or otherwise possessed sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, and received access to the type of information contemplated by Section 4(a)(2). No general solicitation or general advertising was used in connection with any of the transactions described below, and the securities issued in such transactions were subject to restrictions on transfer and bore appropriate restrictive legends.
In 2019, the Registrant consummated a follow-on equity financing pursuant to which it issued shares of its Series B Preferred Stock, or securities convertible into or exchangeable for such preferred stock and ultimately common stock, to Pinnacle Vista Capital Partners III, LP in exchange for an aggregate investment of $120,000,000. The securities issued in that financing will convert into shares of common stock in connection with the consummation of this offering and the related pre-IPO reclassification of the Registrant’s capital structure. The issuance was made in reliance on Section 4(a)(2) of the Securities Act, based in part on the sophistication and accredited investor status of Pinnacle Vista Capital Partners III, LP.
From 2019 through the date of this Registration Statement, the Registrant has granted stock options and restricted stock units to employees, directors and consultants under its pre-IPO equity incentive plans. In the aggregate, during such period, the Registrant has granted equity awards covering 8,750,000 shares of common stock, consisting of options and RSUs on a pre-reclassification, fully diluted basis adjusted to reflect the anticipated IPO capital structure. The exercise prices of stock options granted by the Registrant were determined in a manner intended to comply with Section 409A of the Internal Revenue Code, based on contemporaneous independent third-party valuations of the Registrant’s common stock. These issuances were made in reliance on Section 4(a)(2) of the Securities Act and Rule 701 under the Securities Act as transactions pursuant to compensatory benefit plans and contracts relating to compensation.
The Registrant also issued equity to its co-founders, Garrett Calloway and Elaine Briggs, in connection with the founding of the Company in 2014 and in subsequent equity transactions undertaken in connection with the growth and capitalization of the business. On a pre-IPO, fully diluted basis, and after giving effect to the one-for-one conversion and reclassification described below, the combined founder and management holdings of Garrett Calloway and Elaine Briggs represent approximately 24% of the Registrant’s common stock, or approximately 24,000,000 shares. These issuances were made in reliance on Section 4(a)(2) of the Securities Act.
In 2017, the Registrant completed its initial institutional preferred equity financing pursuant to which it issued shares of its Series A Preferred Stock, or securities convertible into or exchangeable for common stock equivalents, to Pinnacle Vista Capital Partners III, LP for an aggregate investment of $385,000,000. Following subsequent adjustments and on a pre-IPO, fully diluted, post-reclassification basis, Pinnacle Vista Capital Partners III, LP currently holds approximately 62,000,000 shares of common stock, representing approximately 62% of the Registrant’s fully diluted capitalization prior to the offering. The issuance was made in reliance on Section 4(a)(2) of the Securities Act.
In addition to the transactions described above, the Registrant has issued shares and equity awards to other earlier-stage investors and employees that, in the aggregate, represent approximately 14% of the Registrant’s pre-IPO fully diluted common stock, or approximately 14,000,000 shares on a post-reclassification basis. These issuances were made in reliance on Section 4(a)(2) of the Securities Act and/or Rule 701 under the Securities Act, as applicable.
In connection with the consummation of this offering, all outstanding shares of preferred stock of the Registrant will be converted into shares of common stock on a one-for-one basis, and the Registrant’s capital structure will be reclassified so that only a single class of common stock, par value $0.01 per share, will be outstanding immediately following the reclassification, excluding any preferred stock or other securities that may thereafter be authorized but unissued. On a fully diluted basis and after giving effect to such conversion and reclassification, the Registrant expects to have 100,000,000 shares of common stock outstanding prior to giving effect to the sale of shares in this offering.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.  The following exhibits are filed as part of, or incorporated by reference into, this Registration Statement:
•  To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.
† Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 406 under the Securities Act. The omitted portions have been filed separately with the SEC.
Indicates a management contract or compensatory plan or arrangement.
(b) Financial Statement Schedules
All financial statement schedules have been omitted because the information required to be set forth therein is either not applicable or is shown in the consolidated financial statements or the notes thereto included in Part I of this Registration Statement.
The consolidated financial statements included in Part I of this Registration Statement have been audited by Ashford & Pemberton LLP, an independent registered public accounting firm, with Gregory Sondheim, CPA, serving as lead engagement partner, for the fiscal years ended December 31, 2019, December 31, 2020 and December 31, 2021. In addition, Part I includes unaudited interim financial information for the quarter ended March 31, 2022.
As reflected in Exhibit 21.1, the Registrant’s principal subsidiaries are summarized below:
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a) That, for purposes of determining any liability under the Securities Act, if any of the securities being registered are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the Registrant will:
1.  file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that forms a part of the Registration Statement;
2.  that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
3.  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(d) The undersigned Registrant hereby undertakes that:
1.  for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and
2.  for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on June 10, 2022.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Garrett Calloway
Title: Chairman of the Board and Chief Executive Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett Calloway, Marcus Yoon and Sandra Haverford, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
End of Part II — Information Not Required in Prospectus
Expense Item | Estimated Amount
SEC registration fee | $55,620
FINRA filing fee | $75,500
NYSE listing fee | $310,000
Printing and engraving expenses (Ridgeway Financial Printing Corp.) | $485,000
Legal fees and expenses (Calderwood & Harkness LLP — issuer's counsel) | $4,925,000
Accounting fees and expenses (Ashford & Pemberton LLP — independent auditor) | $1,180,000
Transfer agent and registrar fees (Continental Shareowner Services, Inc.) | $95,000
Blue sky fees and expenses | $42,500
D&O insurance premiums (incremental IPO-related; Dravello Place Insurance Advisors LLC as broker; primary carrier Meridian National Assurance Company) | $1,870,000
Miscellaneous expenses | $461,380
Total | $9,500,000
Exhibit No. | Description
1.1* | Form of Underwriting Agreement among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP (as selling stockholder), and Hargrove Keating & Co., as representative of the several underwriters named therein
3.1* | Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (to be effective upon IPO closing)
3.2* | Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. (to be effective upon IPO closing)
4.1* | Specimen Common Stock Certificate of Calloway-Briggs Renewables Inc.
4.2* | Amended and Restated Stockholders' Agreement among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs
4.3* | Registration Rights Agreement among Calloway-Briggs Renewables Inc. and Pinnacle Vista Capital Partners III, LP (and permitted transferees)
5.1* | Opinion of Calderwood & Harkness LLP as to the legality of the securities being registered
8.1* | Opinion of Calderwood & Harkness LLP as to certain U.S. federal income tax matters
10.1* | 2022 Omnibus Equity Incentive Plan of Calloway-Briggs Renewables Inc.
10.2* | Form of Stock Option Agreement under the 2022 Omnibus Equity Incentive Plan
10.3* | Form of Restricted Stock Unit Agreement under the 2022 Omnibus Equity Incentive Plan
10.4* | 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc.
10.5* | Form of Indemnification Agreement between Calloway-Briggs Renewables Inc. and each of its directors and executive officers
10.6† | Credit Agreement, dated as of March 18, 2021, among Calloway-Briggs Renewables Inc. (as borrower), the lenders party thereto, and Veltrano National Bank (as Administrative Agent) — Corporate Revolving Credit Facility ($400,000,000) and Term Loan B ($650,000,000)
10.7† | Tax Equity Partnership Agreement, dated as of September 14, 2020, among Solaris West Solar LLC and Veltara Basin Financial LLC ($280,000,000)
10.8† | Credit Agreement, dated as of November 22, 2021, among Mesquite Wind Holdings LLC (as borrower), the lenders party thereto, and Prairie Commercial Bank, N.A. (as Administrative Agent) — Construction-to-Term Facility ($165,000,000)
10.9† | Credit Agreement, dated as of December 9, 2021, among Cimarron Solar Development LLC (as borrower), the lenders party thereto, and Prairie Commercial Bank, N.A. (as Administrative Agent) — Construction-to-Term Facility ($143,000,000)
10.10*# | Employment Agreement — Garrett Calloway (Co-Founder, Chairman & CEO)
10.11*# | Employment Agreement — Elaine Briggs (Co-Founder & President, Development)
10.12*# | Employment Agreement — Marcus Yoon (CFO)
10.13*# | Employment Agreement — Sandra Haverford (General Counsel & Corporate Secretary)
10.14*# | Employment Agreement — Dale Renfroe (COO)
10.15*# | Employment Agreement — Priya Anand (SVP, Finance & Treasurer)
10.16 | Management Services Agreement between Calloway-Briggs Renewables Inc. and Pinnacle Vista Capital Management LLC ($2.4 million per annum; terminates upon IPO closing)
21.1* | List of Subsidiaries of Calloway-Briggs Renewables Inc.
23.1* | Consent of Ashford & Pemberton LLP, independent registered public accounting firm
23.2* | Consent of Calderwood & Harkness LLP (included in Exhibits 5.1 and 8.1)
23.3* | Consent of Greenridge Environmental Sciences LLC
24.1* | Power of Attorney (included on the signature page of this Registration Statement)
107* | Filing Fee Table
Entity | Jurisdiction | Ownership | Purpose
CBR Holdings LLC | Delaware | 100% by CBR | Intermediate holding company
Calloway-Briggs Operating Company LLC | Texas | 100% by CBR Holdings | Operating entity
Solaris West Solar LLC | Texas | 100% by CB Operating | Solaris West project SPV (450 MW solar PV, Pecos County, TX)
Red Mesa Wind Energy LLC | Oklahoma | 100% by CB Operating | Red Mesa project SPV (380 MW wind, Custer County, OK)
Painted Rock Solar LLC | Arizona | 100% by CB Operating | Painted Rock project SPV (320 MW solar PV, Maricopa County, AZ)
Pronghorn Wind LLC | Texas | 100% by CB Operating | Pronghorn project SPV (510 MW wind, Nolan County, TX)
Brazos Energy Storage LLC | Texas | 100% by CB Operating | Brazos Storage project SPV (200 MW / 800 MWh BESS, Fort Bend County, TX)
Mesquite Wind Holdings LLC | Texas | 100% by CB Operating | Mesquite Wind project SPV (420 MW wind, Oldham County, TX; under construction)
Cimarron Solar Development LLC | New Mexico | 100% by CB Operating | Cimarron Solar project SPV (350 MW solar PV, Doña Ana County, NM; under construction)
CBR Development Co. LLC | Texas | 100% by CB Operating | Pipeline development entity
Signature | Name | Title | Date
/s/ Garrett Calloway | Garrett Calloway | Chairman of the Board, Chief Executive Officer, and Director (Principal Executive Officer) | June 10, 2022
/s/ Marcus Yoon | Marcus Yoon | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 10, 2022
/s/ Elaine Briggs | Elaine Briggs | President, Development, and Director | June 10, 2022
/s/ Hugh Pemberton | Hugh Pemberton | Director | June 10, 2022
/s/ Diane Kovac | Diane Kovac | Director | June 10, 2022
/s/ Warren Okoro | Warren Okoro | Director | June 10, 2022
/s/ Catherine Liang | Catherine Liang | Director | June 10, 2022
/s/ Richard Estavez | Richard Estavez | Director | June 10, 2022

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

CALLOWAY-BRIGGS RENEWABLES INC.

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