1015-00001 · Graymont Brothers Inc · Registration Statement

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

The following is a description of each transaction since January 1, 2019 and each currently proposed transaction in which (i) Calloway-Briggs Renewables Inc. ("CBR," the "Company," "we," "us," or "our") has been or will be a participant, (ii) the amount involved exceeded or will exceed $120,000, and (iii) any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and named executive officers, which are described under "Executive Compensation." All of the transactions described below were approved by our board of directors (the "Board") or a duly authorized committee thereof. See "— Policies and Procedures for Review and Approval of Related-Party Transactions" below.

Unless otherwise indicated, all share numbers and per-share amounts in this section give effect to the reclassification and conversion of all outstanding shares of our preferred stock into common stock, which will occur immediately prior to the closing of this offering, and assume an initial public offering price of $22.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

1. Pinnacle Vista Capital Partners — Investment History

1.1 Initial Equity Investment (2017)

Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista" or "PVCP III"), a Delaware limited partnership managed by its general partner, Pinnacle Vista Capital Management LLC, a Delaware limited liability company, made an initial equity investment of $385 million in CBR in 2017. PVCP III is a 2016-vintage private-equity fund with approximately $4.8 billion in aggregate committed capital. Pinnacle Vista Capital Management LLC was co-founded by, and is managed by, Hugh Pemberton and Diane Kovac, each of whom currently serves as a member of our Board and is designated as a non-independent director by reason of his or her affiliation with Pinnacle Vista. The initial investment was made in connection with a recapitalization of the Company pursuant to which Pinnacle Vista acquired a majority equity interest in the Company in exchange for capital that was used to fund the Company's initial project pipeline, retire certain outstanding indebtedness, and provide working capital for operations.

1.2 Follow-On Investment (2019)

In March 2019, Pinnacle Vista made a follow-on equity investment of $120 million in CBR. The proceeds of the follow-on investment were used to fund the Company's expansion into utility-scale battery energy storage systems and to advance the development of certain solar projects in the Company's pipeline, including the Solaris West Solar project described below. Following the follow-on investment, the total equity invested by Pinnacle Vista in CBR was $505 million ($385 million initial investment plus $120 million follow-on investment).

1.3 Current Pre-IPO Ownership

As of the date of this prospectus and prior to giving effect to this offering, Pinnacle Vista holds approximately 62,000,000 shares of our common stock, representing approximately 62% of our fully diluted common stock (based on approximately 100,000,000 shares of common stock outstanding on a fully diluted basis prior to this offering). Our co-founders, Garrett Calloway (Chairman and Chief Executive Officer) and Elaine Briggs (President, Development), together with members of our management team, hold in the aggregate approximately 24% of our pre-IPO fully diluted common stock. Earlier-stage investors and employees who received equity grants hold the remaining approximately 14% of our pre-IPO fully diluted common stock. For a complete description of the beneficial ownership of our common stock by our directors, named executive officers, and holders of more than 5% of our outstanding common stock, see "Principal and Selling Stockholders."

1.4 Post-IPO Ownership

Pinnacle Vista is offering 6,818,182 shares of our common stock (representing $150,000,000 at the assumed initial public offering price of $22.00 per share) in the secondary portion of this offering. We will not receive any proceeds from the sale of shares by Pinnacle Vista.

Following the closing of this offering (assuming no exercise of the underwriters' option to purchase additional shares), Pinnacle Vista will hold approximately 55,181,818 shares of our common stock (62,000,000 shares held prior to this offering minus 6,818,182 shares sold in this offering), representing approximately 44.6% of our approximately 123,713,636 shares of common stock outstanding after giving effect to this offering (on a non-diluted basis).

Following the closing of this offering (assuming full exercise of the underwriters' option to purchase additional shares), Pinnacle Vista will hold approximately 55,181,818 shares of our common stock, representing approximately 43.4% of our approximately 127,272,727 shares of common stock outstanding after giving effect to the full exercise of the overallotment option. Even in the event of full exercise of the overallotment option, Pinnacle Vista will remain our largest stockholder by a significant margin.

For additional information regarding the shares being offered by Pinnacle Vista and the beneficial ownership of our common stock following this offering, see "Principal and Selling Stockholders."

2. Management-Services Agreement with Pinnacle Vista

2.1 Description of Agreement

Since the time of Pinnacle Vista's initial equity investment in 2017, CBR has been party to a Management-Services Agreement, dated as of September 15, 2017 (the "Management-Services Agreement"), with Pinnacle Vista Capital Management LLC, the general partner of PVCP III. Pursuant to the Management-Services Agreement, Pinnacle Vista Capital Management LLC provides strategic advisory, financial oversight, and operational consulting services to the Company, including assistance with respect to capital structure and financing strategy, annual operating budgets and long-range planning, acquisition and disposition evaluations, and senior management recruitment. In consideration of such services, the Company pays Pinnacle Vista Capital Management LLC an annual fee of $2,400,000, payable in equal quarterly installments of $600,000, due in arrears on the last business day of each fiscal quarter. The Management-Services Agreement also provides for reimbursement of reasonable out-of-pocket expenses incurred by Pinnacle Vista Capital Management LLC in connection with the provision of services thereunder.

2.2 Amounts Paid

The following table sets forth the aggregate fees paid to Pinnacle Vista Capital Management LLC under the Management-Services Agreement during the periods indicated:

In addition to the foregoing fees, CBR reimbursed Pinnacle Vista Capital Management LLC for out-of-pocket expenses in the amounts of approximately $187,000, $143,000, $211,000, and $52,000 for fiscal years 2019, 2020, and 2021 and the three months ended March 31, 2022, respectively.

2.3 Termination Upon IPO

The Management-Services Agreement will terminate automatically and without further action by either party upon the closing of this offering. No termination fee, severance payment, or other compensation of any kind is owed or will become payable to Pinnacle Vista Capital Management LLC in connection with such termination. Following such termination, Pinnacle Vista Capital Management LLC will have no further right to receive advisory fees, expense reimbursements, or any other compensation from the Company under the Management-Services Agreement. The termination of the Management-Services Agreement will not affect the rights and obligations of Pinnacle Vista under the Stockholders' Agreement or the Registration Rights Agreement described below.

3. Amended and Restated Stockholders' Agreement

3.1 General. In connection with this offering, CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs (collectively, the "Stockholder Parties") will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"), which will amend, restate, and replace in its entirety the existing Stockholders' Agreement, dated as of September 15, 2017, as amended, among the same parties (the "Prior Stockholders' Agreement"). The Stockholders' Agreement will become effective upon the closing of this offering and will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof. A copy of the form of the Stockholders' Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

3.2 Board Designation Rights

Under the Stockholders' Agreement, Pinnacle Vista will have the right to designate nominees to the Board of Directors of CBR based on Pinnacle Vista's percentage ownership of the outstanding shares of our common stock, subject to a step-down schedule tied to the following ownership thresholds:

• At or above 40% ownership: Pinnacle Vista will have the right to designate two (2) nominees for election to the Board.

• At or above 20% but below 40% ownership: Pinnacle Vista will have the right to designate one (1) nominee for election to the Board.

• Below 20% ownership: Pinnacle Vista will have no further board designation rights under the Stockholders' Agreement.

The Company has agreed to include Pinnacle Vista's designees in the Board's slate of nominees recommended for election by stockholders and to use its reasonable best efforts to cause the election of such designees to the Board, including soliciting proxies in favor of such designees in the same manner as for the Board's other nominees. The Stockholders' Agreement provides that Pinnacle Vista's designees must satisfy applicable legal requirements for service as directors and any reasonable qualification standards established by the Nominating and Corporate Governance Committee from time to time.

Currently, Hugh Pemberton and Diane Kovac serve as Pinnacle Vista's designees on the Board. Both Mr. Pemberton and Ms. Kovac are classified as non-independent directors under the applicable NYSE listing standards and the rules and regulations of the Securities and Exchange Commission ("SEC") by reason of their affiliation with Pinnacle Vista Capital Management LLC. For additional information regarding the composition of the Board and the independence of our directors, see "Management and Board of Directors."

The Board also consists of Warren Okoro, Catherine Liang, and Richard Estavez, each of whom has been determined by the Board to be independent under the applicable NYSE listing standards and SEC rules, as well as Garrett Calloway and Elaine Briggs, who are not independent by reason of their positions as executive officers of the Company.

3.3 Transfer Restrictions

The Stockholders' Agreement contains transfer restrictions applicable to the shares of common stock held by each of the Stockholder Parties. Subject to certain customary exceptions, no Stockholder Party may transfer shares of common stock during the period commencing on the closing date of this offering and ending on the date that is 180 days following the closing date of this offering (the "Lock-Up Period") without the prior written consent of the representatives of the underwriters. The foregoing transfer restrictions are in addition to, and not in lieu of, the lock-up agreements entered into by each of the Stockholder Parties in connection with this offering, as described under "Shares Eligible for Future Sale."

Following the expiration of the Lock-Up Period, transfers of shares by the Stockholder Parties remain subject to certain restrictions under the Stockholders' Agreement, including rights of first refusal and tag-along rights in favor of the other Stockholder Parties, subject to customary exceptions for (i) transfers to affiliates, including transfers by Pinnacle Vista to its limited partners or any affiliated fund or entity, (ii) estate-planning transfers to family members, trusts, or family entities, (iii) transfers made pursuant to Rule 144 under the Securities Act, and (iv) transfers made in registered public offerings. Any permitted transferee must agree in writing to be bound by the terms of the Stockholders' Agreement as a condition to the effectiveness of such transfer.

3.4 Standstill Provisions

The Stockholders' Agreement contains customary standstill provisions applicable to Pinnacle Vista during any period in which Pinnacle Vista holds board designation rights under the Stockholders' Agreement. Subject to certain customary exceptions, during the standstill period, Pinnacle Vista will agree not to (i) acquire or seek to acquire additional shares of common stock or other equity securities of the Company (other than through the receipt of dividends or distributions made to all holders of common stock on a pro rata basis), (ii) make, or in any way participate in, any solicitation of proxies with respect to the Company's securities, (iii) form, join, or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to the Company's securities (other than the group consisting of the Stockholder Parties under the Stockholders' Agreement), or (iv) submit any proposal for, or offer of, any extraordinary transaction involving the Company, in each case, without the prior written consent of the Board (acting through a majority of the independent directors). The standstill provisions will terminate automatically upon the earlier of (a) the date on which Pinnacle Vista ceases to hold board designation rights under the Stockholders' Agreement and (b) the date on which the Stockholders' Agreement is terminated in accordance with its terms.

3.5 Information Rights

For so long as Pinnacle Vista holds at least 10% of the outstanding shares of our common stock, Pinnacle Vista will have customary information rights under the Stockholders' Agreement, including the right to receive (i) unaudited quarterly financial statements of the Company within 45 days following the end of each fiscal quarter, (ii) audited annual financial statements of the Company within 90 days following the end of each fiscal year, (iii) an annual operating budget prior to the beginning of each fiscal year, and (iv) such other financial and operating information as may be reasonably requested by Pinnacle Vista from time to time and as is reasonably available to the Company. The foregoing information rights are subject to Pinnacle Vista's compliance with customary confidentiality obligations set forth in the Stockholders' Agreement.

4. Registration Rights Agreement

4.1 General. In connection with this offering, CBR and Pinnacle Vista Capital Partners III, LP (together with its permitted transferees, the "Holders") will enter into a Registration Rights Agreement (the "Registration Rights Agreement") that will become effective upon the closing of this offering. The Registration Rights Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof. A copy of the form of the Registration Rights Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a summary of the material terms of the Registration Rights Agreement and is qualified in its entirety by reference to the full text of the Registration Rights Agreement.

4.2 Demand Registration Rights

Under the Registration Rights Agreement, Pinnacle Vista will have the right, at any time following the expiration of the Lock-Up Period, to require the Company to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering the resale of all or a portion of the shares of common stock held by Pinnacle Vista (a "Demand Registration"). Pinnacle Vista will be entitled to exercise its Demand Registration rights up to four (4) times in any twelve-month period; provided that (i) each Demand Registration must cover shares with an aggregate market value of at least $50 million (based on the closing price of our common stock on the trading day immediately preceding the date of the demand request), (ii) the Company shall not be required to effect more than two (2) Demand Registrations during any six-month period, and (iii) the Company may defer the filing of a registration statement for a period not to exceed 90 days (a "Blackout Period") if the Board determines in good faith that the filing of such registration statement would be materially detrimental to the Company, provided that the Company shall not exercise such deferral right more than twice in any twelve-month period. Any Demand Registration may be in the form of an underwritten offering if so requested by Pinnacle Vista.

4.3 Piggyback Registration Rights

In addition to the Demand Registration rights described above, Pinnacle Vista (and its permitted transferees) will have piggyback registration rights allowing them to include their shares of common stock in any registration statement filed by the Company for its own account or for the account of any other security holder (other than on Form S-4, Form S-8, or any similar form), subject to customary cut-back provisions as described below. If the Company proposes to register shares of common stock, it must provide written notice to each Holder at least 15 business days prior to the anticipated filing date of such registration statement, and each Holder will have the right to include its shares in such registration statement by delivering a written request to the Company within 10 business days of receipt of such notice.

4.4 S-3 Shelf Registration Rights

Once the Company becomes eligible to use a registration statement on Form S-3 (or any successor form) for secondary offerings, Pinnacle Vista will have the right to request that the Company file and maintain a shelf registration statement on Form S-3 covering the resale of all shares of common stock held by Pinnacle Vista and its permitted transferees. The Company will be required to use its reasonable best efforts to cause such shelf registration statement to be declared effective as promptly as reasonably practicable and to maintain the effectiveness of such shelf registration statement until the earlier of (i) the date on which all shares covered by such shelf registration statement have been sold or otherwise disposed of, (ii) the date on which all shares covered by such shelf registration statement may be sold without restriction pursuant to Rule 144 under the Securities Act (without volume or manner-of-sale limitations), and (iii) the date on which Pinnacle Vista notifies the Company that it no longer requires the shelf registration statement to be maintained.

4.5 Cut-Back Provisions

In the event that any underwritten offering pursuant to the Registration Rights Agreement is subject to marketing limitations as determined by the managing underwriter(s), the number of shares to be included in such offering will be reduced (or "cut back") in the following priority order: (i) first, shares held by any other stockholders exercising piggyback registration rights (other than the Holders) will be reduced pro rata, (ii) second, shares to be sold for the account of the Company will be reduced, and (iii) third, shares held by the Holders will be reduced pro rata among such Holders based on the number of shares each Holder has requested to be included; provided, however, that in the case of a piggyback registration initiated by the Company, shares to be sold for the account of the Company shall have priority over shares to be sold for the account of all other selling stockholders, and shares held by the Holders exercising piggyback registration rights shall be reduced pro rata among such Holders.

4.6 Expenses. The Company will bear all registration expenses incurred in connection with any registration effected pursuant to the Registration Rights Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company, and fees and disbursements of the Company's independent registered public accounting firm. Notwithstanding the foregoing, the Company will not be responsible for (i) any underwriting discounts, selling commissions, or transfer taxes attributable to the sale of shares by selling stockholders, or (ii) the fees and disbursements of any counsel retained by selling stockholders (other than one counsel selected by the Holders holding a majority of the registrable shares included in any registration, the reasonable fees and disbursements of which will be borne by the Company up to a maximum of $50,000 per registration).

4.7 Indemnification. The Registration Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Company will indemnify the Holders and their respective affiliates, officers, directors, partners, members, employees, and agents, and each Holder will indemnify the Company and its officers and directors, in each case against certain losses, claims, damages, liabilities, and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading, in any registration statement, prospectus, or other document filed pursuant to the Registration Rights Agreement.

5. Founder Employment Agreements

5.1 Garrett Calloway — Chairman and Chief Executive Officer

We are party to an employment agreement with Garrett Calloway, our Co-Founder, Chairman of the Board, and Chief Executive Officer (the "Calloway Employment Agreement"), which was entered into as of January 1, 2018 and was most recently amended on March 15, 2022. The Calloway Employment Agreement provides for an initial term of four years, with automatic one-year renewals unless either party provides notice of non-renewal at least 90 days prior to the end of the then-current term. The Calloway Employment Agreement provides for, among other things, (i) an annual base salary (currently $475,000), (ii) annual bonus eligibility with a target bonus opportunity equal to 100% of base salary, (iii) eligibility to receive equity awards under the Company's equity incentive plan, (iv) severance protections in the event of a termination of employment by the Company without "cause" or by Mr. Calloway for "good reason" (as each such term is defined in the Calloway Employment Agreement), and (v) enhanced severance protections in the event such termination occurs within the 12-month period following a "change of control" (as defined in the Calloway Employment Agreement). The Calloway Employment Agreement also includes non-competition and non-solicitation covenants that apply during the term of employment and for a period of 18 months following termination of employment.

Mr. Calloway co-founded CBR in 2014 together with Elaine Briggs. As of the date of this prospectus, Mr. Calloway and Ms. Briggs, together with members of our management team, hold in the aggregate approximately 24% of our pre-IPO fully diluted common stock.

In connection with this offering, Mr. Calloway will be granted 500,000 restricted stock units ("RSUs") under the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan"). The RSUs will vest in four equal annual installments on each of the first four anniversaries of the closing date of this offering, subject to Mr. Calloway's continued employment with the Company on each applicable vesting date. The grant date fair value of such RSUs (based on the assumed initial public offering price of $22.00 per share) is $11,000,000.

For additional details regarding Mr. Calloway's compensation, including his annual base salary, bonus payments, outstanding equity awards, potential payments upon termination or change of control, and the terms and conditions of the 2022 Plan, see "Executive Compensation."

5.2 Elaine Briggs — President, Development

We are party to an employment agreement with Elaine Briggs, our Co-Founder and President, Development (the "Briggs Employment Agreement"), which was entered into as of January 1, 2018 and was most recently amended on March 15, 2022. The Briggs Employment Agreement provides for an initial term of four years, with automatic one-year renewals unless either party provides notice of non-renewal at least 90 days prior to the end of the then-current term. The Briggs Employment Agreement provides for, among other things, (i) an annual base salary (currently $425,000), (ii) annual bonus eligibility with a target bonus opportunity equal to 85% of base salary, (iii) eligibility to receive equity awards under the Company's equity incentive plan, (iv) severance protections in the event of a termination of employment by the Company without "cause" or by Ms. Briggs for "good reason" (as each such term is defined in the Briggs Employment Agreement), and (v) enhanced severance protections in the event such termination occurs within the 12-month period following a "change of control" (as defined in the Briggs Employment Agreement). The Briggs Employment Agreement also includes non-competition and non-solicitation covenants that apply during the term of employment and for a period of 18 months following termination of employment.

Ms. Briggs co-founded CBR in 2014 together with Garrett Calloway and has served as President, Development since the Company's inception. In her role, Ms. Briggs oversees all aspects of the Company's project development activities, including site origination, permitting, interconnection, and offtake procurement.

In connection with this offering, Ms. Briggs will be granted 400,000 RSUs under the 2022 Plan. The RSUs will vest in four equal annual installments on each of the first four anniversaries of the closing date of this offering, subject to Ms. Briggs' continued employment with the Company on each applicable vesting date. The grant date fair value of such RSUs (based on the assumed initial public offering price of $22.00 per share) is $8,800,000.

For additional details regarding Ms. Briggs' compensation, including her annual base salary, bonus payments, outstanding equity awards, potential payments upon termination or change of control, and the terms and conditions of the 2022 Plan, see "Executive Compensation."

6. Indemnification Agreements

6.1 Description. In connection with this offering, the Company will enter into indemnification agreements (each, an "Indemnification Agreement") with each of its directors and executive officers. The Indemnification Agreements will provide for the indemnification of, and advancement of expenses to, each such director and executive officer to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"), as the same may be amended from time to time, or any successor statute thereto. In particular, the Indemnification Agreements provide that the Company will indemnify each director and executive officer against all expenses, judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which such person is, was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another entity, subject to the exceptions and limitations set forth in the Indemnification Agreements.

The Indemnification Agreements also provide for the mandatory advancement of expenses to each director and executive officer in connection with any such proceeding, upon receipt by the Company of an undertaking by or on behalf of such person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.

The directors who will be covered by the Indemnification Agreements are:

• Garrett Calloway, Chairman and Chief Executive Officer

• Elaine Briggs, President, Development

• Hugh Pemberton, Director (Pinnacle Vista designee)

• Diane Kovac, Director (Pinnacle Vista designee)

• Warren Okoro, Independent Director

• Catherine Liang, Independent Director

• Richard Estavez, Independent Director

The executive officers who will be covered by the Indemnification Agreements are:

• Marcus Yoon, Chief Financial Officer

• Sandra Haverford, General Counsel and Corporate Secretary

• Dale Renfroe, Chief Operating Officer

• Priya Anand, Senior Vice President, Finance and Treasurer

• Tomás Quintero, Senior Vice President, Project Development

• Rachel Whitmore, Chief People Officer

The form of Indemnification Agreement is filed as Exhibit 10.12 to the registration statement of which this prospectus forms a part.

6.2 D&O Insurance

The Company maintains directors' and officers' liability insurance (the "D&O Insurance") for the benefit of its directors and executive officers. The D&O Insurance provides coverage against certain liabilities that may be incurred by such persons in connection with the performance of their duties. The D&O Insurance is structured as a layered tower providing aggregate coverage of $50,000,000, as follows:

The annual premium for the D&O Insurance for the current policy year is approximately $1,870,000. The D&O Insurance is placed through Dravello Place Insurance Advisors LLC, an independent insurance brokerage firm. In connection with this offering, the Company expects to increase the aggregate coverage limits of the D&O Insurance tower to an amount that is consistent with comparable publicly traded companies in the renewable energy sector.

We believe that the D&O Insurance, together with the indemnification obligations described above and the indemnification provisions of our amended and restated certificate of incorporation and amended and restated bylaws, are necessary to attract and retain qualified directors and executive officers.

7. Participation in This Offering by Related Parties

7.1 Pinnacle Vista as Selling Stockholder

Pinnacle Vista Capital Partners III, LP is offering 6,818,182 shares of our common stock in the secondary portion of this offering at the assumed initial public offering price of $22.00 per share, representing aggregate gross proceeds of approximately $150,000,000. The Company will not receive any of the proceeds from the sale of shares by Pinnacle Vista. All underwriting discounts and selling commissions attributable to the sale of shares by Pinnacle Vista will be borne by Pinnacle Vista. For additional information regarding the shares being offered by Pinnacle Vista and the beneficial ownership of our common stock before and after this offering, see "Principal and Selling Stockholders."

7.2 Underwriting Arrangements

In connection with this offering, the Company has entered into an underwriting agreement with the several underwriters named therein, for whom Ashford Bancorp, Pinnacle Savings Bank, and Dunmore Savings Bank are acting as representatives (the "Underwriting Agreement"). Pinnacle Vista has confirmed to the Company and the underwriters that neither it nor any of its affiliates is a "restricted person" within the meaning of Rule 5110 of the Financial Industry Regulatory Authority, Inc. ("FINRA"). No underwriter or any affiliate of any underwriter has a material relationship with Pinnacle Vista or any other related party that would give rise to a conflict of interest within the meaning of Rule 5121 of FINRA. Accordingly, the offering is being conducted in accordance with FINRA's standard underwriting requirements and does not require the appointment of a qualified independent underwriter.

8. Controlled-Company Status

Following the closing of this offering, Pinnacle Vista, together with the other parties to the Stockholders' Agreement, may be deemed to beneficially own, or to control the voting of, more than 50% of the combined voting power of our outstanding common stock. As a result, we may qualify as a "controlled company" within the meaning of Section 303A of the NYSE Listed Company Manual.

Under the NYSE listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

• a majority of the board of directors be composed of independent directors;

• the compensation committee be composed entirely of independent directors; and

• the nominating and corporate governance committee be composed entirely of independent directors.

We intend to avail ourselves of the controlled-company exemption with respect to the requirement that a majority of the board of directors be composed of independent directors and the requirement that the compensation committee be composed entirely of independent directors. Notwithstanding the availability of the controlled-company exemption, we do not intend to rely on the exemption with respect to the requirement that the nominating and corporate governance committee be composed entirely of independent directors. Our Nominating and Corporate Governance Committee will be composed entirely of independent directors — Warren Okoro, Catherine Liang, and Richard Estavez — from the closing of this offering. Our Audit Committee will also be composed entirely of independent directors, as the controlled-company exemption does not extend to audit committee independence requirements under the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

If at any time we cease to be a controlled company, we will be required to comply with each of the NYSE corporate governance requirements within the following phase-in periods:

• Board independence. We will be required to have a majority of independent directors on the Board within one year of ceasing to be a controlled company.

• Compensation committee independence. We will be required to have at least one independent member on the Compensation Committee at the time we cease to be a controlled company, at least a majority of independent members on the Compensation Committee within 90 days, and a fully independent Compensation Committee within one year.

• Nominating and corporate governance committee independence. Because we do not intend to rely on the controlled-company exemption for this committee, no additional phase-in period will apply.

We urge investors to consider the significance of the controlled-company exemption. As a controlled company relying on certain of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. For additional information regarding the composition and responsibilities of the Board and its committees, see "Management and Board of Directors." For a discussion of the risks related to our controlled-company status, see "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."

9. Other Related-Party Transactions

9.1 Tax-Equity Partnership (Solaris West)

In December 2020, Veltara Basin Financial LLC ("Veltara Basin"), a tax-equity investor, invested $280 million in the Solaris West Solar project (the "Solaris West Project") through a partnership-flip structure. The Solaris West Project is a 400-megawatt (MWAC) utility-scale solar photovoltaic facility located in Riverside County, California, which achieved commercial operation in June 2021. The investment was made through Solaris West Holdings LLC, a Delaware limited liability company, in which CBR and Veltara Basin are members. Under the terms of the partnership agreement governing Solaris West Holdings LLC, Veltara Basin is entitled to receive a specified allocation of the tax benefits (including investment tax credits and accelerated depreciation deductions) and distributable cash generated by the Solaris West Project during the initial allocation period. The partnership-flip is expected to occur in 2028, at which time the allocation ratios will adjust and CBR's economic and voting interests in Solaris West Holdings LLC will increase substantially.

While Veltara Basin is not a related party of the Company in the traditional sense (i.e., it is not a director, executive officer, or holder of more than 5% of any class of our voting securities, nor a member of the immediate family of any of the foregoing persons), we have included this disclosure for completeness. To the Company's knowledge, no director, executive officer, or holder of more than 5% of any class of our voting securities, nor any member of the immediate family of any such person, has or had a direct or indirect material interest in the Solaris West Project or the Veltara Basin investment.

The consummation of this offering does not constitute a "recapture event," "change of control," or "disqualifying event" under the partnership agreement governing Solaris West Holdings LLC. Accordingly, the closing of this offering is not expected to give rise to any recapture of investment tax credits or any other adverse tax consequences in connection with the Solaris West Project.

9.2 Other Transactions

Other than the transactions described above in this section and the compensation arrangements described under "Executive Compensation," there have been no transactions since January 1, 2019 (and there are no currently proposed transactions) in which the Company was or is to be a participant, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

10. Policies and Procedures for Review and Approval of Related-Party Transactions

10.1 Pre-IPO Practices

Prior to this offering, the Company did not maintain a formal written related-party transaction policy. However, all related-party transactions, including the transactions described above, were reviewed and approved by the Board or a duly authorized committee thereof. The Board considered, among other factors, the terms and conditions of each transaction, the business purpose and rationale for the transaction, the interests of the related party in the transaction, and whether the transaction was on terms no less favorable to the Company than those that could be obtained from an unaffiliated third party. In addition, in connection with the 2017 recapitalization involving Pinnacle Vista's initial equity investment, the Board retained an independent financial advisor to render a fairness opinion to the Board with respect to the financial terms of the transaction.

10.2 Post-IPO Related-Party Transaction Policy

In connection with this offering, the Board will adopt a formal written related-party transaction policy (the "Related-Party Transaction Policy") that will become effective upon the closing of this offering. The Related-Party Transaction Policy will apply to any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) the Company is, was, or will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a "related person" (as defined in Item 404(a) of Regulation S-K promulgated by the SEC) has, had, or will have a direct or indirect material interest.

Under the Related-Party Transaction Policy, the Audit Committee of the Board (the "Audit Committee") will be responsible for reviewing and approving or ratifying all related-party transactions. The Audit Committee is composed of the following three independent directors:

• Warren Okoro (Chair, Audit Committee Financial Expert)

• Catherine Liang

• Richard Estavez

Each member of the Audit Committee has been determined by the Board to be independent under the applicable NYSE listing standards, Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the Company's Corporate Governance Guidelines. Mr. Okoro has been designated as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K.

In evaluating any proposed related-party transaction, the Audit Committee will consider all relevant facts and circumstances, including, without limitation:

• the terms and conditions of the transaction and whether the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party;

• the related person's interest in the transaction and the extent of such person's material interest;

• the aggregate value of the transaction and its materiality to the Company;

• the business purpose and rationale for the transaction;

• the impact of the transaction on a director's independence, if applicable;

• the availability of other sources of comparable products, services, or financing;

• whether the transaction would impair the judgment of a director or executive officer to act in the best interests of the Company and its stockholders; and

• any other factors the Audit Committee deems relevant.

The Audit Committee will approve only those related-party transactions that it determines are in, or are not inconsistent with, the best interests of the Company and its stockholders. Any related-party transaction that is entered into without the prior approval of the Audit Committee will be submitted to the Audit Committee for ratification at its next regularly scheduled meeting. If the Audit Committee does not ratify such transaction, the Company will take all reasonable actions to terminate or modify the transaction on terms acceptable to the Audit Committee.

The Related-Party Transaction Policy will contain certain standing pre-approvals for categories of transactions that the Audit Committee has determined do not pose a significant risk of conflict of interest, including (i) compensation paid to executive officers and directors that has been approved by the Compensation Committee or the Board, (ii) transactions where the related person's interest derives solely from his or her service as a director of another entity that is a party to the transaction, (iii) transactions where the related person's interest derives solely from his or her ownership of less than 10% of the equity interest in another entity that is a party to the transaction, and (iv) transactions involving competitive bids or regulated tariffs.

Cross-References

For additional information regarding the matters described in this section, please refer to the following sections of this prospectus:

• "Executive Compensation" — for detailed compensation disclosure for our named executive officers, including annual base salary, bonus and incentive compensation, equity-based awards, and potential payments upon termination of employment or a change of control;

• "Principal and Selling Stockholders" — for a complete table of the beneficial ownership of our common stock by our directors, named executive officers, and holders of more than 5% of any class of our voting securities, both before and after this offering;

• "Description of Capital Stock" — for a description of our common stock, preferred stock, and anti-takeover provisions of our amended and restated certificate of incorporation, amended and restated bylaws, and the Stockholders' Agreement; and

• "Shares Eligible for Future Sale" — for a discussion of the lock-up agreements entered into by our officers, directors, and certain stockholders in connection with this offering, as well as a description of the registration rights held by Pinnacle Vista and the impact of Rule 144 and Rule 701 under the Securities Act on the future resale of our common stock.

Period	Fees Paid
Fiscal Year Ended December 31, 2019	$2,400,000
Fiscal Year Ended December 31, 2020	$2,400,000
Fiscal Year Ended December 31, 2021	$2,400,000
Three Months Ended March 31, 2022	$600,000
Total (January 1, 2019 through March 31, 2022)	$7,800,000
Layer	Carrier	Policy Number	Coverage
Primary	Meridian National Assurance Company	DNO-22-048871	$15,000,000
Excess Layer 1	Stonebridge Indemnity Corp.	EXC-22-109753	$20,000,000 excess of $15,000,000
Excess Layer 2	Commonwealth Omnivrel Insurance Ltd.	CFL-22-003294	$15,000,000 excess of $35,000,000
Total Tower	$50,000,000

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
The following is a description of each transaction since January 1, 2019 and each currently proposed transaction in which (i) Calloway-Briggs Renewables Inc. ("CBR," the "Company," "we," "us," or "our") has been or will be a participant, (ii) the amount involved exceeded or will exceed $120,000, and (iii) any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and named executive officers, which are described under "Executive Compensation." All of the transactions described below were approved by our board of directors (the "Board") or a duly authorized committee thereof. See "— Policies and Procedures for Review and Approval of Related-Party Transactions" below.
Unless otherwise indicated, all share numbers and per-share amounts in this section give effect to the reclassification and conversion of all outstanding shares of our preferred stock into common stock, which will occur immediately prior to the closing of this offering, and assume an initial public offering price of $22.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.
1. Pinnacle Vista Capital Partners — Investment History
1.1 Initial Equity Investment (2017)
Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista" or "PVCP III"), a Delaware limited partnership managed by its general partner, Pinnacle Vista Capital Management LLC, a Delaware limited liability company, made an initial equity investment of $385 million in CBR in 2017. PVCP III is a 2016-vintage private-equity fund with approximately $4.8 billion in aggregate committed capital. Pinnacle Vista Capital Management LLC was co-founded by, and is managed by, Hugh Pemberton and Diane Kovac, each of whom currently serves as a member of our Board and is designated as a non-independent director by reason of his or her affiliation with Pinnacle Vista. The initial investment was made in connection with a recapitalization of the Company pursuant to which Pinnacle Vista acquired a majority equity interest in the Company in exchange for capital that was used to fund the Company's initial project pipeline, retire certain outstanding indebtedness, and provide working capital for operations.
1.2 Follow-On Investment (2019)
In March 2019, Pinnacle Vista made a follow-on equity investment of $120 million in CBR. The proceeds of the follow-on investment were used to fund the Company's expansion into utility-scale battery energy storage systems and to advance the development of certain solar projects in the Company's pipeline, including the Solaris West Solar project described below. Following the follow-on investment, the total equity invested by Pinnacle Vista in CBR was $505 million ($385 million initial investment plus $120 million follow-on investment).
1.3 Current Pre-IPO Ownership
As of the date of this prospectus and prior to giving effect to this offering, Pinnacle Vista holds approximately 62,000,000 shares of our common stock, representing approximately 62% of our fully diluted common stock (based on approximately 100,000,000 shares of common stock outstanding on a fully diluted basis prior to this offering). Our co-founders, Garrett Calloway (Chairman and Chief Executive Officer) and Elaine Briggs (President, Development), together with members of our management team, hold in the aggregate approximately 24% of our pre-IPO fully diluted common stock. Earlier-stage investors and employees who received equity grants hold the remaining approximately 14% of our pre-IPO fully diluted common stock. For a complete description of the beneficial ownership of our common stock by our directors, named executive officers, and holders of more than 5% of our outstanding common stock, see "Principal and Selling Stockholders."
1.4 Post-IPO Ownership
Pinnacle Vista is offering 6,818,182 shares of our common stock (representing $150,000,000 at the assumed initial public offering price of $22.00 per share) in the secondary portion of this offering. We will not receive any proceeds from the sale of shares by Pinnacle Vista.
Following the closing of this offering (assuming no exercise of the underwriters' option to purchase additional shares), Pinnacle Vista will hold approximately 55,181,818 shares of our common stock (62,000,000 shares held prior to this offering minus 6,818,182 shares sold in this offering), representing approximately 44.6% of our approximately 123,713,636 shares of common stock outstanding after giving effect to this offering (on a non-diluted basis).
Following the closing of this offering (assuming full exercise of the underwriters' option to purchase additional shares), Pinnacle Vista will hold approximately 55,181,818 shares of our common stock, representing approximately 43.4% of our approximately 127,272,727 shares of common stock outstanding after giving effect to the full exercise of the overallotment option. Even in the event of full exercise of the overallotment option, Pinnacle Vista will remain our largest stockholder by a significant margin.
For additional information regarding the shares being offered by Pinnacle Vista and the beneficial ownership of our common stock following this offering, see "Principal and Selling Stockholders."
2. Management-Services Agreement with Pinnacle Vista
2.1 Description of Agreement
Since the time of Pinnacle Vista's initial equity investment in 2017, CBR has been party to a Management-Services Agreement, dated as of September 15, 2017 (the "Management-Services Agreement"), with Pinnacle Vista Capital Management LLC, the general partner of PVCP III. Pursuant to the Management-Services Agreement, Pinnacle Vista Capital Management LLC provides strategic advisory, financial oversight, and operational consulting services to the Company, including assistance with respect to capital structure and financing strategy, annual operating budgets and long-range planning, acquisition and disposition evaluations, and senior management recruitment. In consideration of such services, the Company pays Pinnacle Vista Capital Management LLC an annual fee of $2,400,000, payable in equal quarterly installments of $600,000, due in arrears on the last business day of each fiscal quarter. The Management-Services Agreement also provides for reimbursement of reasonable out-of-pocket expenses incurred by Pinnacle Vista Capital Management LLC in connection with the provision of services thereunder.
2.2 Amounts Paid
The following table sets forth the aggregate fees paid to Pinnacle Vista Capital Management LLC under the Management-Services Agreement during the periods indicated:
In addition to the foregoing fees, CBR reimbursed Pinnacle Vista Capital Management LLC for out-of-pocket expenses in the amounts of approximately $187,000, $143,000, $211,000, and $52,000 for fiscal years 2019, 2020, and 2021 and the three months ended March 31, 2022, respectively.
2.3 Termination Upon IPO
The Management-Services Agreement will terminate automatically and without further action by either party upon the closing of this offering. No termination fee, severance payment, or other compensation of any kind is owed or will become payable to Pinnacle Vista Capital Management LLC in connection with such termination. Following such termination, Pinnacle Vista Capital Management LLC will have no further right to receive advisory fees, expense reimbursements, or any other compensation from the Company under the Management-Services Agreement. The termination of the Management-Services Agreement will not affect the rights and obligations of Pinnacle Vista under the Stockholders' Agreement or the Registration Rights Agreement described below.
3. Amended and Restated Stockholders' Agreement
3.1 General.  In connection with this offering, CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs (collectively, the "Stockholder Parties") will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"), which will amend, restate, and replace in its entirety the existing Stockholders' Agreement, dated as of September 15, 2017, as amended, among the same parties (the "Prior Stockholders' Agreement"). The Stockholders' Agreement will become effective upon the closing of this offering and will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof. A copy of the form of the Stockholders' Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.
3.2 Board Designation Rights
Under the Stockholders' Agreement, Pinnacle Vista will have the right to designate nominees to the Board of Directors of CBR based on Pinnacle Vista's percentage ownership of the outstanding shares of our common stock, subject to a step-down schedule tied to the following ownership thresholds:
•  At or above 40% ownership: Pinnacle Vista will have the right to designate two (2) nominees for election to the Board.
•  At or above 20% but below 40% ownership: Pinnacle Vista will have the right to designate one (1) nominee for election to the Board.
•  Below 20% ownership: Pinnacle Vista will have no further board designation rights under the Stockholders' Agreement.
The Company has agreed to include Pinnacle Vista's designees in the Board's slate of nominees recommended for election by stockholders and to use its reasonable best efforts to cause the election of such designees to the Board, including soliciting proxies in favor of such designees in the same manner as for the Board's other nominees. The Stockholders' Agreement provides that Pinnacle Vista's designees must satisfy applicable legal requirements for service as directors and any reasonable qualification standards established by the Nominating and Corporate Governance Committee from time to time.
Currently, Hugh Pemberton and Diane Kovac serve as Pinnacle Vista's designees on the Board. Both Mr. Pemberton and Ms. Kovac are classified as non-independent directors under the applicable NYSE listing standards and the rules and regulations of the Securities and Exchange Commission ("SEC") by reason of their affiliation with Pinnacle Vista Capital Management LLC. For additional information regarding the composition of the Board and the independence of our directors, see "Management and Board of Directors."
The Board also consists of Warren Okoro, Catherine Liang, and Richard Estavez, each of whom has been determined by the Board to be independent under the applicable NYSE listing standards and SEC rules, as well as Garrett Calloway and Elaine Briggs, who are not independent by reason of their positions as executive officers of the Company.
3.3 Transfer Restrictions
The Stockholders' Agreement contains transfer restrictions applicable to the shares of common stock held by each of the Stockholder Parties. Subject to certain customary exceptions, no Stockholder Party may transfer shares of common stock during the period commencing on the closing date of this offering and ending on the date that is 180 days following the closing date of this offering (the "Lock-Up Period") without the prior written consent of the representatives of the underwriters. The foregoing transfer restrictions are in addition to, and not in lieu of, the lock-up agreements entered into by each of the Stockholder Parties in connection with this offering, as described under "Shares Eligible for Future Sale."
Following the expiration of the Lock-Up Period, transfers of shares by the Stockholder Parties remain subject to certain restrictions under the Stockholders' Agreement, including rights of first refusal and tag-along rights in favor of the other Stockholder Parties, subject to customary exceptions for (i) transfers to affiliates, including transfers by Pinnacle Vista to its limited partners or any affiliated fund or entity, (ii) estate-planning transfers to family members, trusts, or family entities, (iii) transfers made pursuant to Rule 144 under the Securities Act, and (iv) transfers made in registered public offerings. Any permitted transferee must agree in writing to be bound by the terms of the Stockholders' Agreement as a condition to the effectiveness of such transfer.
3.4 Standstill Provisions
The Stockholders' Agreement contains customary standstill provisions applicable to Pinnacle Vista during any period in which Pinnacle Vista holds board designation rights under the Stockholders' Agreement. Subject to certain customary exceptions, during the standstill period, Pinnacle Vista will agree not to (i) acquire or seek to acquire additional shares of common stock or other equity securities of the Company (other than through the receipt of dividends or distributions made to all holders of common stock on a pro rata basis), (ii) make, or in any way participate in, any solicitation of proxies with respect to the Company's securities, (iii) form, join, or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to the Company's securities (other than the group consisting of the Stockholder Parties under the Stockholders' Agreement), or (iv) submit any proposal for, or offer of, any extraordinary transaction involving the Company, in each case, without the prior written consent of the Board (acting through a majority of the independent directors). The standstill provisions will terminate automatically upon the earlier of (a) the date on which Pinnacle Vista ceases to hold board designation rights under the Stockholders' Agreement and (b) the date on which the Stockholders' Agreement is terminated in accordance with its terms.
3.5 Information Rights
For so long as Pinnacle Vista holds at least 10% of the outstanding shares of our common stock, Pinnacle Vista will have customary information rights under the Stockholders' Agreement, including the right to receive (i) unaudited quarterly financial statements of the Company within 45 days following the end of each fiscal quarter, (ii) audited annual financial statements of the Company within 90 days following the end of each fiscal year, (iii) an annual operating budget prior to the beginning of each fiscal year, and (iv) such other financial and operating information as may be reasonably requested by Pinnacle Vista from time to time and as is reasonably available to the Company. The foregoing information rights are subject to Pinnacle Vista's compliance with customary confidentiality obligations set forth in the Stockholders' Agreement.
4. Registration Rights Agreement
4.1 General.  In connection with this offering, CBR and Pinnacle Vista Capital Partners III, LP (together with its permitted transferees, the "Holders") will enter into a Registration Rights Agreement (the "Registration Rights Agreement") that will become effective upon the closing of this offering. The Registration Rights Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof. A copy of the form of the Registration Rights Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a summary of the material terms of the Registration Rights Agreement and is qualified in its entirety by reference to the full text of the Registration Rights Agreement.
4.2 Demand Registration Rights
Under the Registration Rights Agreement, Pinnacle Vista will have the right, at any time following the expiration of the Lock-Up Period, to require the Company to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering the resale of all or a portion of the shares of common stock held by Pinnacle Vista (a "Demand Registration"). Pinnacle Vista will be entitled to exercise its Demand Registration rights up to four (4) times in any twelve-month period; provided that (i) each Demand Registration must cover shares with an aggregate market value of at least $50 million (based on the closing price of our common stock on the trading day immediately preceding the date of the demand request), (ii) the Company shall not be required to effect more than two (2) Demand Registrations during any six-month period, and (iii) the Company may defer the filing of a registration statement for a period not to exceed 90 days (a "Blackout Period") if the Board determines in good faith that the filing of such registration statement would be materially detrimental to the Company, provided that the Company shall not exercise such deferral right more than twice in any twelve-month period. Any Demand Registration may be in the form of an underwritten offering if so requested by Pinnacle Vista.
4.3 Piggyback Registration Rights
In addition to the Demand Registration rights described above, Pinnacle Vista (and its permitted transferees) will have piggyback registration rights allowing them to include their shares of common stock in any registration statement filed by the Company for its own account or for the account of any other security holder (other than on Form S-4, Form S-8, or any similar form), subject to customary cut-back provisions as described below. If the Company proposes to register shares of common stock, it must provide written notice to each Holder at least 15 business days prior to the anticipated filing date of such registration statement, and each Holder will have the right to include its shares in such registration statement by delivering a written request to the Company within 10 business days of receipt of such notice.
4.4 S-3 Shelf Registration Rights
Once the Company becomes eligible to use a registration statement on Form S-3 (or any successor form) for secondary offerings, Pinnacle Vista will have the right to request that the Company file and maintain a shelf registration statement on Form S-3 covering the resale of all shares of common stock held by Pinnacle Vista and its permitted transferees. The Company will be required to use its reasonable best efforts to cause such shelf registration statement to be declared effective as promptly as reasonably practicable and to maintain the effectiveness of such shelf registration statement until the earlier of (i) the date on which all shares covered by such shelf registration statement have been sold or otherwise disposed of, (ii) the date on which all shares covered by such shelf registration statement may be sold without restriction pursuant to Rule 144 under the Securities Act (without volume or manner-of-sale limitations), and (iii) the date on which Pinnacle Vista notifies the Company that it no longer requires the shelf registration statement to be maintained.
4.5 Cut-Back Provisions
In the event that any underwritten offering pursuant to the Registration Rights Agreement is subject to marketing limitations as determined by the managing underwriter(s), the number of shares to be included in such offering will be reduced (or "cut back") in the following priority order: (i) first, shares held by any other stockholders exercising piggyback registration rights (other than the Holders) will be reduced pro rata, (ii) second, shares to be sold for the account of the Company will be reduced, and (iii) third, shares held by the Holders will be reduced pro rata among such Holders based on the number of shares each Holder has requested to be included; provided, however, that in the case of a piggyback registration initiated by the Company, shares to be sold for the account of the Company shall have priority over shares to be sold for the account of all other selling stockholders, and shares held by the Holders exercising piggyback registration rights shall be reduced pro rata among such Holders.
4.6 Expenses.  The Company will bear all registration expenses incurred in connection with any registration effected pursuant to the Registration Rights Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company, and fees and disbursements of the Company's independent registered public accounting firm. Notwithstanding the foregoing, the Company will not be responsible for (i) any underwriting discounts, selling commissions, or transfer taxes attributable to the sale of shares by selling stockholders, or (ii) the fees and disbursements of any counsel retained by selling stockholders (other than one counsel selected by the Holders holding a majority of the registrable shares included in any registration, the reasonable fees and disbursements of which will be borne by the Company up to a maximum of $50,000 per registration).
4.7 Indemnification.  The Registration Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Company will indemnify the Holders and their respective affiliates, officers, directors, partners, members, employees, and agents, and each Holder will indemnify the Company and its officers and directors, in each case against certain losses, claims, damages, liabilities, and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading, in any registration statement, prospectus, or other document filed pursuant to the Registration Rights Agreement.
5. Founder Employment Agreements
5.1 Garrett Calloway — Chairman and Chief Executive Officer
We are party to an employment agreement with Garrett Calloway, our Co-Founder, Chairman of the Board, and Chief Executive Officer (the "Calloway Employment Agreement"), which was entered into as of January 1, 2018 and was most recently amended on March 15, 2022. The Calloway Employment Agreement provides for an initial term of four years, with automatic one-year renewals unless either party provides notice of non-renewal at least 90 days prior to the end of the then-current term. The Calloway Employment Agreement provides for, among other things, (i) an annual base salary (currently $475,000), (ii) annual bonus eligibility with a target bonus opportunity equal to 100% of base salary, (iii) eligibility to receive equity awards under the Company's equity incentive plan, (iv) severance protections in the event of a termination of employment by the Company without "cause" or by Mr. Calloway for "good reason" (as each such term is defined in the Calloway Employment Agreement), and (v) enhanced severance protections in the event such termination occurs within the 12-month period following a "change of control" (as defined in the Calloway Employment Agreement). The Calloway Employment Agreement also includes non-competition and non-solicitation covenants that apply during the term of employment and for a period of 18 months following termination of employment.
Mr. Calloway co-founded CBR in 2014 together with Elaine Briggs. As of the date of this prospectus, Mr. Calloway and Ms. Briggs, together with members of our management team, hold in the aggregate approximately 24% of our pre-IPO fully diluted common stock.
In connection with this offering, Mr. Calloway will be granted 500,000 restricted stock units ("RSUs") under the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan"). The RSUs will vest in four equal annual installments on each of the first four anniversaries of the closing date of this offering, subject to Mr. Calloway's continued employment with the Company on each applicable vesting date. The grant date fair value of such RSUs (based on the assumed initial public offering price of $22.00 per share) is $11,000,000.
For additional details regarding Mr. Calloway's compensation, including his annual base salary, bonus payments, outstanding equity awards, potential payments upon termination or change of control, and the terms and conditions of the 2022 Plan, see "Executive Compensation."
5.2 Elaine Briggs — President, Development
We are party to an employment agreement with Elaine Briggs, our Co-Founder and President, Development (the "Briggs Employment Agreement"), which was entered into as of January 1, 2018 and was most recently amended on March 15, 2022. The Briggs Employment Agreement provides for an initial term of four years, with automatic one-year renewals unless either party provides notice of non-renewal at least 90 days prior to the end of the then-current term. The Briggs Employment Agreement provides for, among other things, (i) an annual base salary (currently $425,000), (ii) annual bonus eligibility with a target bonus opportunity equal to 85% of base salary, (iii) eligibility to receive equity awards under the Company's equity incentive plan, (iv) severance protections in the event of a termination of employment by the Company without "cause" or by Ms. Briggs for "good reason" (as each such term is defined in the Briggs Employment Agreement), and (v) enhanced severance protections in the event such termination occurs within the 12-month period following a "change of control" (as defined in the Briggs Employment Agreement). The Briggs Employment Agreement also includes non-competition and non-solicitation covenants that apply during the term of employment and for a period of 18 months following termination of employment.
Ms. Briggs co-founded CBR in 2014 together with Garrett Calloway and has served as President, Development since the Company's inception. In her role, Ms. Briggs oversees all aspects of the Company's project development activities, including site origination, permitting, interconnection, and offtake procurement.
In connection with this offering, Ms. Briggs will be granted 400,000 RSUs under the 2022 Plan. The RSUs will vest in four equal annual installments on each of the first four anniversaries of the closing date of this offering, subject to Ms. Briggs' continued employment with the Company on each applicable vesting date. The grant date fair value of such RSUs (based on the assumed initial public offering price of $22.00 per share) is $8,800,000.
For additional details regarding Ms. Briggs' compensation, including her annual base salary, bonus payments, outstanding equity awards, potential payments upon termination or change of control, and the terms and conditions of the 2022 Plan, see "Executive Compensation."
6. Indemnification Agreements
6.1 Description.  In connection with this offering, the Company will enter into indemnification agreements (each, an "Indemnification Agreement") with each of its directors and executive officers. The Indemnification Agreements will provide for the indemnification of, and advancement of expenses to, each such director and executive officer to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"), as the same may be amended from time to time, or any successor statute thereto. In particular, the Indemnification Agreements provide that the Company will indemnify each director and executive officer against all expenses, judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which such person is, was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another entity, subject to the exceptions and limitations set forth in the Indemnification Agreements.
The Indemnification Agreements also provide for the mandatory advancement of expenses to each director and executive officer in connection with any such proceeding, upon receipt by the Company of an undertaking by or on behalf of such person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.
The directors who will be covered by the Indemnification Agreements are:
•  Garrett Calloway, Chairman and Chief Executive Officer
•  Elaine Briggs, President, Development
•  Hugh Pemberton, Director (Pinnacle Vista designee)
•  Diane Kovac, Director (Pinnacle Vista designee)
•  Warren Okoro, Independent Director
•  Catherine Liang, Independent Director
•  Richard Estavez, Independent Director
The executive officers who will be covered by the Indemnification Agreements are:
•  Marcus Yoon, Chief Financial Officer
•  Sandra Haverford, General Counsel and Corporate Secretary
•  Dale Renfroe, Chief Operating Officer
•  Priya Anand, Senior Vice President, Finance and Treasurer
•  Tomás Quintero, Senior Vice President, Project Development
•  Rachel Whitmore, Chief People Officer
The form of Indemnification Agreement is filed as Exhibit 10.12 to the registration statement of which this prospectus forms a part.
6.2 D&O Insurance
The Company maintains directors' and officers' liability insurance (the "D&O Insurance") for the benefit of its directors and executive officers. The D&O Insurance provides coverage against certain liabilities that may be incurred by such persons in connection with the performance of their duties. The D&O Insurance is structured as a layered tower providing aggregate coverage of $50,000,000, as follows:
The annual premium for the D&O Insurance for the current policy year is approximately $1,870,000. The D&O Insurance is placed through Dravello Place Insurance Advisors LLC, an independent insurance brokerage firm. In connection with this offering, the Company expects to increase the aggregate coverage limits of the D&O Insurance tower to an amount that is consistent with comparable publicly traded companies in the renewable energy sector.
We believe that the D&O Insurance, together with the indemnification obligations described above and the indemnification provisions of our amended and restated certificate of incorporation and amended and restated bylaws, are necessary to attract and retain qualified directors and executive officers.
7. Participation in This Offering by Related Parties
7.1 Pinnacle Vista as Selling Stockholder
Pinnacle Vista Capital Partners III, LP is offering 6,818,182 shares of our common stock in the secondary portion of this offering at the assumed initial public offering price of $22.00 per share, representing aggregate gross proceeds of approximately $150,000,000. The Company will not receive any of the proceeds from the sale of shares by Pinnacle Vista. All underwriting discounts and selling commissions attributable to the sale of shares by Pinnacle Vista will be borne by Pinnacle Vista. For additional information regarding the shares being offered by Pinnacle Vista and the beneficial ownership of our common stock before and after this offering, see "Principal and Selling Stockholders."
7.2 Underwriting Arrangements
In connection with this offering, the Company has entered into an underwriting agreement with the several underwriters named therein, for whom Ashford Bancorp, Pinnacle Savings Bank, and Dunmore Savings Bank are acting as representatives (the "Underwriting Agreement"). Pinnacle Vista has confirmed to the Company and the underwriters that neither it nor any of its affiliates is a "restricted person" within the meaning of Rule 5110 of the Financial Industry Regulatory Authority, Inc. ("FINRA"). No underwriter or any affiliate of any underwriter has a material relationship with Pinnacle Vista or any other related party that would give rise to a conflict of interest within the meaning of Rule 5121 of FINRA. Accordingly, the offering is being conducted in accordance with FINRA's standard underwriting requirements and does not require the appointment of a qualified independent underwriter.
8. Controlled-Company Status
Following the closing of this offering, Pinnacle Vista, together with the other parties to the Stockholders' Agreement, may be deemed to beneficially own, or to control the voting of, more than 50% of the combined voting power of our outstanding common stock. As a result, we may qualify as a "controlled company" within the meaning of Section 303A of the NYSE Listed Company Manual.
Under the NYSE listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:
•  a majority of the board of directors be composed of independent directors;
•  the compensation committee be composed entirely of independent directors; and
•  the nominating and corporate governance committee be composed entirely of independent directors.
We intend to avail ourselves of the controlled-company exemption with respect to the requirement that a majority of the board of directors be composed of independent directors and the requirement that the compensation committee be composed entirely of independent directors. Notwithstanding the availability of the controlled-company exemption, we do not intend to rely on the exemption with respect to the requirement that the nominating and corporate governance committee be composed entirely of independent directors. Our Nominating and Corporate Governance Committee will be composed entirely of independent directors — Warren Okoro, Catherine Liang, and Richard Estavez — from the closing of this offering. Our Audit Committee will also be composed entirely of independent directors, as the controlled-company exemption does not extend to audit committee independence requirements under the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
If at any time we cease to be a controlled company, we will be required to comply with each of the NYSE corporate governance requirements within the following phase-in periods:
•  Board independence. We will be required to have a majority of independent directors on the Board within one year of ceasing to be a controlled company.
•  Compensation committee independence. We will be required to have at least one independent member on the Compensation Committee at the time we cease to be a controlled company, at least a majority of independent members on the Compensation Committee within 90 days, and a fully independent Compensation Committee within one year.
•  Nominating and corporate governance committee independence. Because we do not intend to rely on the controlled-company exemption for this committee, no additional phase-in period will apply.
We urge investors to consider the significance of the controlled-company exemption. As a controlled company relying on certain of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. For additional information regarding the composition and responsibilities of the Board and its committees, see "Management and Board of Directors." For a discussion of the risks related to our controlled-company status, see "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."
9. Other Related-Party Transactions
9.1 Tax-Equity Partnership (Solaris West)
In December 2020, Veltara Basin Financial LLC ("Veltara Basin"), a tax-equity investor, invested $280 million in the Solaris West Solar project (the "Solaris West Project") through a partnership-flip structure. The Solaris West Project is a 400-megawatt (MWAC) utility-scale solar photovoltaic facility located in Riverside County, California, which achieved commercial operation in June 2021. The investment was made through Solaris West Holdings LLC, a Delaware limited liability company, in which CBR and Veltara Basin are members. Under the terms of the partnership agreement governing Solaris West Holdings LLC, Veltara Basin is entitled to receive a specified allocation of the tax benefits (including investment tax credits and accelerated depreciation deductions) and distributable cash generated by the Solaris West Project during the initial allocation period. The partnership-flip is expected to occur in 2028, at which time the allocation ratios will adjust and CBR's economic and voting interests in Solaris West Holdings LLC will increase substantially.
While Veltara Basin is not a related party of the Company in the traditional sense (i.e., it is not a director, executive officer, or holder of more than 5% of any class of our voting securities, nor a member of the immediate family of any of the foregoing persons), we have included this disclosure for completeness. To the Company's knowledge, no director, executive officer, or holder of more than 5% of any class of our voting securities, nor any member of the immediate family of any such person, has or had a direct or indirect material interest in the Solaris West Project or the Veltara Basin investment.
The consummation of this offering does not constitute a "recapture event," "change of control," or "disqualifying event" under the partnership agreement governing Solaris West Holdings LLC. Accordingly, the closing of this offering is not expected to give rise to any recapture of investment tax credits or any other adverse tax consequences in connection with the Solaris West Project.
9.2 Other Transactions
Other than the transactions described above in this section and the compensation arrangements described under "Executive Compensation," there have been no transactions since January 1, 2019 (and there are no currently proposed transactions) in which the Company was or is to be a participant, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.
10. Policies and Procedures for Review and Approval of Related-Party Transactions
10.1 Pre-IPO Practices
Prior to this offering, the Company did not maintain a formal written related-party transaction policy. However, all related-party transactions, including the transactions described above, were reviewed and approved by the Board or a duly authorized committee thereof. The Board considered, among other factors, the terms and conditions of each transaction, the business purpose and rationale for the transaction, the interests of the related party in the transaction, and whether the transaction was on terms no less favorable to the Company than those that could be obtained from an unaffiliated third party. In addition, in connection with the 2017 recapitalization involving Pinnacle Vista's initial equity investment, the Board retained an independent financial advisor to render a fairness opinion to the Board with respect to the financial terms of the transaction.
10.2 Post-IPO Related-Party Transaction Policy
In connection with this offering, the Board will adopt a formal written related-party transaction policy (the "Related-Party Transaction Policy") that will become effective upon the closing of this offering. The Related-Party Transaction Policy will apply to any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) the Company is, was, or will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a "related person" (as defined in Item 404(a) of Regulation S-K promulgated by the SEC) has, had, or will have a direct or indirect material interest.
Under the Related-Party Transaction Policy, the Audit Committee of the Board (the "Audit Committee") will be responsible for reviewing and approving or ratifying all related-party transactions. The Audit Committee is composed of the following three independent directors:
•  Warren Okoro (Chair, Audit Committee Financial Expert)
•  Catherine Liang
•  Richard Estavez
Each member of the Audit Committee has been determined by the Board to be independent under the applicable NYSE listing standards, Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the Company's Corporate Governance Guidelines. Mr. Okoro has been designated as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K.
In evaluating any proposed related-party transaction, the Audit Committee will consider all relevant facts and circumstances, including, without limitation:
•  the terms and conditions of the transaction and whether the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party;
•  the related person's interest in the transaction and the extent of such person's material interest;
•  the aggregate value of the transaction and its materiality to the Company;
•  the business purpose and rationale for the transaction;
•  the impact of the transaction on a director's independence, if applicable;
•  the availability of other sources of comparable products, services, or financing;
•  whether the transaction would impair the judgment of a director or executive officer to act in the best interests of the Company and its stockholders; and
•  any other factors the Audit Committee deems relevant.
The Audit Committee will approve only those related-party transactions that it determines are in, or are not inconsistent with, the best interests of the Company and its stockholders. Any related-party transaction that is entered into without the prior approval of the Audit Committee will be submitted to the Audit Committee for ratification at its next regularly scheduled meeting. If the Audit Committee does not ratify such transaction, the Company will take all reasonable actions to terminate or modify the transaction on terms acceptable to the Audit Committee.
The Related-Party Transaction Policy will contain certain standing pre-approvals for categories of transactions that the Audit Committee has determined do not pose a significant risk of conflict of interest, including (i) compensation paid to executive officers and directors that has been approved by the Compensation Committee or the Board, (ii) transactions where the related person's interest derives solely from his or her service as a director of another entity that is a party to the transaction, (iii) transactions where the related person's interest derives solely from his or her ownership of less than 10% of the equity interest in another entity that is a party to the transaction, and (iv) transactions involving competitive bids or regulated tariffs.
Cross-References
For additional information regarding the matters described in this section, please refer to the following sections of this prospectus:
•  "Executive Compensation" — for detailed compensation disclosure for our named executive officers, including annual base salary, bonus and incentive compensation, equity-based awards, and potential payments upon termination of employment or a change of control;
•  "Principal and Selling Stockholders" — for a complete table of the beneficial ownership of our common stock by our directors, named executive officers, and holders of more than 5% of any class of our voting securities, both before and after this offering;
•  "Description of Capital Stock" — for a description of our common stock, preferred stock, and anti-takeover provisions of our amended and restated certificate of incorporation, amended and restated bylaws, and the Stockholders' Agreement; and
•  "Shares Eligible for Future Sale" — for a discussion of the lock-up agreements entered into by our officers, directors, and certain stockholders in connection with this offering, as well as a description of the registration rights held by Pinnacle Vista and the impact of Rule 144 and Rule 701 under the Securities Act on the future resale of our common stock.
Period | Fees Paid
Fiscal Year Ended December 31, 2019 | $2,400,000
Fiscal Year Ended December 31, 2020 | $2,400,000
Fiscal Year Ended December 31, 2021 | $2,400,000
Three Months Ended March 31, 2022 | $600,000
Total (January 1, 2019 through March 31, 2022) | $7,800,000
Layer | Carrier | Policy Number | Coverage
Primary | Meridian National Assurance Company | DNO-22-048871 | $15,000,000
Excess Layer 1 | Stonebridge Indemnity Corp. | EXC-22-109753 | $20,000,000 excess of $15,000,000
Excess Layer 2 | Commonwealth Omnivrel Insurance Ltd. | CFL-22-003294 | $15,000,000 excess of $35,000,000
Total Tower | $50,000,000

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

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