1015-00001 · Graymont Brothers Inc · Selling Stockholder

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SELLING STOCKHOLDER QUESTIONNAIRE

In Connection with the Proposed Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc.

CONFIDENTIAL — This questionnaire and the information contained herein are being furnished on a confidential basis and are not to be disclosed or used for any purpose other than in connection with the preparation of the Registration Statement on Form S-1 of Calloway-Briggs Renewables Inc. (the "Company"). Any unauthorized disclosure, copying, or distribution of this questionnaire or its contents is strictly prohibited. Recipients of this questionnaire should consult their own legal counsel regarding the legal requirements applicable to the information requested herein. This questionnaire is protected by the attorney-client privilege and the work-product doctrine, and is provided pursuant to a common-interest agreement among the parties identified herein.

Responding Entity: Pinnacle Vista Capital Partners III, LP

Date of Completion: _____, 2022

C&H Matter No.: 1015-00001

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INTRODUCTORY INSTRUCTIONS

Purpose of Questionnaire

Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, intends to file a Registration Statement on Form S-1 (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Company expects to list its Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."

The proposed aggregate offering size is approximately $600,000,000, of which approximately $450,000,000 represents shares of Common Stock to be issued and sold by the Company in a primary offering, and approximately $150,000,000 represents shares of Common Stock to be sold by Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder") in a secondary offering. The foregoing amounts are based on an assumed midpoint initial public offering price of $22.00 per share and are subject to change based on, among other things, market conditions and the actual pricing of the Offering.

This questionnaire is being furnished to the Selling Stockholder to obtain information required for disclosure in the Registration Statement, including without limitation the information necessary for inclusion in the following sections of the Registration Statement and the prospectus forming a part thereof:

(a) the "Principal and Selling Stockholders" table required by Item 7 of Form S-1 and Item 403 of Regulation S-K;

(b) the "Certain Relationships and Related-Party Transactions" section required by Item 11(p) of Form S-1 and Item 404 of Regulation S-K;

(d) any other section of the Registration Statement or prospectus in which information relating to the Selling Stockholder is required to be disclosed under applicable SEC rules and regulations; and

(e) any information required to be included in filings with the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with the Offering.

Calderwood & Harkness LLP ("C&H"), 599 Lexington Avenue, New York, New York 10022, serves as counsel to CBR in connection with the IPO. This questionnaire has been prepared by Calderwood & Harkness LLP under the direction of Jennifer Kwon, Partner (responsible partner), and Brendan Walsh, Senior Associate (lead associate). Prescott, Danforth & Yee LLP ("PDY"), 1271 Avenue of the Americas, New York, New York 10020, serves as counsel to the underwriters in connection with the IPO. Whitfield Archer & Doss LLP ("WA&D"), 51 West 52nd Street, New York, New York 10019, serves as counsel to the Selling Stockholder.

This questionnaire is being transmitted to WA&D on behalf of the Selling Stockholder pursuant to correspondence from C&H dated April 28, 2022. The information provided in response to this questionnaire is essential to the Company's compliance with applicable federal securities laws and regulations, and the Company is relying on the accuracy and completeness of the Selling Stockholder's responses.

Instructions for Completion

The following instructions should be carefully reviewed before completing this questionnaire:

1. Accuracy and Completeness. All responses to this questionnaire must be accurate and complete in all material respects as of the date of execution by the Selling Stockholder. The Selling Stockholder undertakes to promptly notify Calderwood & Harkness LLP and the Company of any changes to the information provided herein prior to the effectiveness of the Registration Statement, the pricing of the Offering, or the closing of the Offering.

2. Public Disclosure. The information provided in response to this questionnaire will be used for the Registration Statement and related SEC filings, including any amendments or supplements thereto. To the extent that information provided by the Selling Stockholder is included in the prospectus forming a part of the Registration Statement or any other SEC filing, such information will become publicly available. The Selling Stockholder should consult with its own legal counsel regarding the implications of public disclosure.

3. Defined Terms. All capitalized terms used but not defined in this questionnaire have the meanings given to them in the most recent draft of the Registration Statement, copies of relevant portions of which have been furnished to WA&D under separate cover. In the event of any inconsistency between a defined term as used in this questionnaire and the corresponding definition in the Registration Statement, the definition in the Registration Statement shall control.

4. Beneficial Ownership. The term "beneficial ownership" as used in this questionnaire has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, a person "beneficially owns" securities if such person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (a) voting power, which includes the power to vote, or to direct the voting of, such securities; and/or (b) investment (dispositive) power, which includes the power to dispose, or to direct the disposition of, such securities. A person is also deemed to be the beneficial owner of securities that such person has the right to acquire within 60 days through the exercise of any option, warrant, or right, or through the conversion of a security.

5. Return of Questionnaire. The completed and executed questionnaire should be returned to:

Brendan Walsh, Senior Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000

Email: walshb@calderwoodharkness.com

With a copy to:

Jennifer Kwon, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-3100

Email: kwonj@calderwoodharkness.com

6. Scope of Responses. If any question is not applicable to the Selling Stockholder, please respond "Not Applicable" or "N/A" rather than leaving the response blank. If additional space is required for any response, please attach additional pages clearly referencing the applicable question number.

7. Consultation with Counsel. The Selling Stockholder is encouraged to consult with its own legal counsel, Whitfield Archer & Doss LLP, in connection with the completion of this questionnaire.

PART I — IDENTIFICATION AND CONTACT INFORMATION

Section 1: Full Legal Name and Entity Information

1.1 State the full legal name of the Selling Stockholder:

Pinnacle Vista Capital Partners III, LP

1.2 State any other names under which the Selling Stockholder conducts business, is commonly known, or by which it may be identified in market parlance or informal communications (including any trade names, abbreviated names, or informal designations):

"Pinnacle Vista"; "PVCP III"; "Series III Fund"

1.3 Entity type of the Selling Stockholder:

Limited partnership

1.4 Jurisdiction of formation or organization:

State of Delaware

1.5 Date of formation (or vintage year, if a private equity fund):

2016 (vintage year). The Certificate of Limited Partnership was filed with the Delaware Secretary of State in 2016.

1.6 Principal office address of the Selling Stockholder:

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

1.7 Employer Identification Number (EIN) or Tax Identification Number (TIN):

_______ [To be provided]

1.8 Is the Selling Stockholder organized or incorporated outside of the United States? If yes, provide country of organization and any registered agent in the United States.

No. The Selling Stockholder is a Delaware limited partnership.

Section 2: General Partner / Managing Entity

2.1 Identify the general partner, managing member, or managing entity of the Selling Stockholder:

Pinnacle Vista Capital Management LLC ("PVCM")

2.2 Entity type of the general partner or managing entity:

Delaware limited liability company

2.3 Principal office address of the general partner or managing entity:

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

2.4 Identify the managing partners, managing members, or other controlling persons of the general partner or managing entity:

(a) Hugh Pemberton — Co-Founder & Managing Partner of PVCM

(b) Diane Kovac — Co-Founder & Managing Partner of PVCM

2.5 Provide the approximate aggregate assets under management across all funds and vehicles managed or advised by PVCM and its affiliates:

Approximately $14.2 billion in aggregate assets under management across four flagship funds and related co-investment vehicles.

2.6 Provide the committed capital of the Selling Stockholder fund (Pinnacle Vista Capital Partners III, LP):

Approximately $4.8 billion (2016 vintage).

Section 3: Contact Information for Questionnaire

3.1 Identify the primary contact person for all correspondence related to this questionnaire, the Registration Statement, and the Offering:

Christine Navarro, Partner, Capital Markets Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1200

Email: cnavarro@whitfieldarcherdoss.com

3.2 Identify any additional contacts at outside counsel:

(a) Philip Archer, Partner, PE/M&A Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1350

Email: parcher@whitfieldarcherdoss.com

(b) Derek Fong, Senior Associate Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1472

Email: dfong@whitfieldarcherdoss.com

3.3 Identify the primary contact person(s) at the Selling Stockholder or its general partner:

(a) Hugh Pemberton, Co-Founder & Managing Partner Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, New York 10021 Telephone: (212) 867-5000

Email: hpemberton@pinnaclevista.com

(b) Diane Kovac, Co-Founder & Managing Partner Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, New York 10021 Telephone: (212) 867-5001

Email: dkovac@pinnaclevista.com

Section 4: Natural Persons with Voting or Dispositive Power

4.1 Identify each natural person who exercises or shares voting power over the shares of Common Stock of CBR beneficially owned by the Selling Stockholder:

(a) Hugh Pemberton — exercises shared voting power in his capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.

(b) Diane Kovac — exercises shared voting power in her capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.

4.2 Identify each natural person who exercises or shares investment (dispositive) power over the shares of Common Stock of CBR beneficially owned by the Selling Stockholder:

(a) Hugh Pemberton — exercises shared dispositive power in his capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.

(b) Diane Kovac — exercises shared dispositive power in her capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.

4.3 State whether the voting and/or dispositive power identified in Sections 4.1 and 4.2 above is sole or shared:

The voting and dispositive power is shared between Hugh Pemberton and Diane Kovac through Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder. Pursuant to the limited liability company agreement of PVCM, all investment and voting decisions with respect to portfolio securities held by PVCP III require the approval of both Hugh Pemberton and Diane Kovac, acting jointly as the Managing Partners of PVCM. Each of Hugh Pemberton and Diane Kovac disclaims beneficial ownership of the shares of Common Stock held by PVCP III except to the extent of his or her respective pecuniary interest therein.

PART II — BENEFICIAL OWNERSHIP OF COMPANY SECURITIES

Section 5: Shares Beneficially Owned Prior to the Offering

5.1 State the total number of shares of Common Stock of CBR beneficially owned by the Selling Stockholder as of the date hereof (prior to giving effect to the IPO):

Approximately 62,000,000 shares of Common Stock.

5.2 State the percentage of outstanding shares of Common Stock represented by the shares identified in Section 5.1, based on the total number of shares of Common Stock outstanding on a fully diluted basis as of the date hereof (prior to giving effect to the IPO):

Approximately 62.0% of the fully diluted pre-IPO shares outstanding (based on 100,000,000 shares of Common Stock outstanding on a fully diluted basis, after giving effect to the reclassification of all outstanding preferred stock into Common Stock).

5.3 Include all shares of Common Stock over which the Selling Stockholder has or shares voting power and/or dispositive power, including without limitation shares held by any controlled entities or affiliates of the Selling Stockholder, and shares that may be deemed beneficially owned by the Selling Stockholder by reason of any option, warrant, conversion privilege, or similar right exercisable within 60 days. If the Selling Stockholder's beneficial ownership includes shares held by entities other than the Selling Stockholder, please identify each such entity and the number of shares held by each.

All 62,000,000 shares of Common Stock are held of record directly by Pinnacle Vista Capital Partners III, LP. No other controlled entity or affiliate of the Selling Stockholder holds additional shares of Common Stock of CBR. The shares reported reflect the beneficial ownership of PVCP III on a fully diluted basis, after giving effect to the reclassification and conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock that occurred in connection with the corporate reorganization undertaken in preparation for the IPO.

5.4 Describe the nature and history of the Selling Stockholder's beneficial ownership of the shares of Common Stock of CBR, including the date(s) and manner of acquisition and the consideration paid:

(a) Initial Investment (2017): Pinnacle Vista Capital Partners III, LP made its initial equity investment in CBR in 2017, investing aggregate cash consideration of approximately $385,000,000 in exchange for equity interests in CBR (subsequently reclassified into shares of Common Stock in connection with the pre-IPO corporate reorganization).

(b) Follow-On Investment (2019): Pinnacle Vista Capital Partners III, LP made a follow-on equity investment in CBR in 2019, investing aggregate additional cash consideration of approximately $120,000,000 in exchange for additional equity interests in CBR (subsequently reclassified into shares of Common Stock in connection with the pre-IPO corporate reorganization).

(c) Total Equity Invested: The total equity consideration invested by the Selling Stockholder in CBR is approximately $505,000,000.

(d) Nature of Ownership: Direct record ownership by Pinnacle Vista Capital Partners III, LP. The Selling Stockholder acquired its shares of Common Stock in a private transaction exempt from registration under the Securities Act.

Section 6: Shares to Be Sold in the Offering

6.1 State the number of shares of Common Stock to be sold by the Selling Stockholder in the Offering (base offering, excluding shares subject to the overallotment option):

6,818,182 shares of Common Stock (calculated based on an aggregate dollar amount of approximately $150,000,000 and an assumed midpoint IPO price of $22.00 per share; subject to adjustment based on the actual IPO price and final terms of the Offering).

6.2 State the aggregate dollar amount of shares of Common Stock to be sold by the Selling Stockholder in the Offering (base offering):

Approximately $150,000,000 (based on the assumed midpoint IPO price of $22.00 per share; subject to adjustment based on the actual IPO price).

6.3 Will the Selling Stockholder offer any shares of Common Stock pursuant to the underwriters' option to purchase additional shares (the "overallotment option" or "greenshoe")?

The underwriters are expected to be granted an option, exercisable for a period of 30 days from the date of the final prospectus, to purchase up to approximately 3,559,091 additional shares of Common Stock (representing approximately 15% of the total number of shares sold in the base offering, or approximately $78,300,000 at the assumed midpoint IPO price of $22.00 per share) solely to cover overallotments, if any.

[The allocation of shares subject to the overallotment option between shares to be sold by the Company (primary) and shares to be sold by the Selling Stockholder (secondary) is to be specified. Please indicate the number of additional shares, if any, that the Selling Stockholder has agreed or expects to sell if the overallotment option is exercised in full or in part.]

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Section 7: Shares Beneficially Owned After the Offering

7.1 State the number of shares of Common Stock expected to be beneficially owned by the Selling Stockholder after the Offering (assuming the base offering only, without exercise of the overallotment option):

62,000,000 − 6,818,182 = approximately 55,181,818 shares of Common Stock.

7.2 State the percentage of outstanding shares of Common Stock expected to be represented by the shares identified in Section 7.1 above, based on the total number of shares of Common Stock expected to be outstanding after giving effect to the IPO (base offering):

55,181,818 ÷ 123,713,636 ≈ 44.6% of the post-IPO shares outstanding (base).

For purposes of this calculation, the total number of shares of Common Stock expected to be outstanding following the IPO (base offering) is approximately 123,713,636 shares, consisting of (i) 100,000,000 pre-IPO shares outstanding (fully diluted, post-reclassification), plus (ii) approximately 23,713,636 newly issued shares to be sold by the Company in the primary offering (based on $450,000,000 of primary shares ÷ $22.00 minus the base secondary offering adjustment, subject to final allocation), plus (iii) the Selling Stockholder's existing shares less the shares to be sold by it in the secondary offering.

7.3 State the number of shares of Common Stock expected to be beneficially owned by the Selling Stockholder after the Offering (assuming full exercise of the overallotment option):

[To be calculated based on the allocation of overallotment shares between primary and secondary shares. If the Selling Stockholder sells additional shares pursuant to the overallotment option, the number of shares beneficially owned after the Offering upon full exercise will be reduced accordingly.]

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7.4 State the percentage of outstanding shares of Common Stock expected to be represented by the shares identified in Section 7.3 above, based on the total number of shares of Common Stock expected to be outstanding after giving effect to the IPO (full exercise of overallotment):

[To be calculated. The total number of shares of Common Stock expected to be outstanding following the IPO upon full exercise of the overallotment option is approximately 127,272,727 shares.]

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7.5 Please note for purposes of disclosure in the prospectus that, following the consummation of the IPO, Pinnacle Vista Capital Partners III, LP is expected to remain the largest stockholder of CBR.

Section 8: Other Securities of the Company

8.1 Does the Selling Stockholder beneficially own any securities of CBR other than shares of Common Stock (including, without limitation, options, warrants, convertible notes, preferred stock, restricted stock units, phantom equity, profit interests, or any other derivative or equity-linked securities)?

[Respond. Note that the pre-IPO shares have been stated on a fully diluted, post-reclassification basis. All outstanding shares of Series A Preferred Stock and Series B Preferred Stock have been converted into shares of Common Stock in connection with the pre-IPO corporate reorganization, and no separate preferred stock interests remain outstanding.]

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8.2 Does the Selling Stockholder have any right to acquire additional securities of CBR, whether pursuant to contract, option, warrant, conversion privilege, or otherwise?

[Respond. In connection with the IPO, the Selling Stockholder is a party to the following agreements that provide rights with respect to CBR securities:

(a) Registration Rights Agreement: The Selling Stockholder is a party to a Registration Rights Agreement with CBR (the "Registration Rights Agreement"), which provides the Selling Stockholder with, among other things, (i) demand registration rights entitling the Selling Stockholder to require CBR to file a registration statement with the SEC covering the resale of shares of Common Stock held by the Selling Stockholder, (ii) piggyback registration rights entitling the Selling Stockholder to include shares of Common Stock in certain registration statements filed by CBR, and (iii) S-3 shelf registration rights entitling the Selling Stockholder to require CBR to file a shelf registration statement on Form S-3 (when available) covering the resale of shares of Common Stock held by the Selling Stockholder.

(b) Amended and Restated Stockholders' Agreement: The Selling Stockholder is a party to the existing Stockholders' Agreement, which will be amended and restated upon the closing of the IPO as the Amended and Restated Stockholders' Agreement. Such agreement provides the Selling Stockholder with, among other things, board designation rights (subject to a step-down schedule tied to the Selling Stockholder's ownership thresholds).]

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Section 9: Short Positions and Hedging

9.1 Does the Selling Stockholder hold any short position in any securities of CBR, including without limitation any short sale, put option, or other position that would benefit from a decline in the market price of CBR's securities?

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9.2 Has the Selling Stockholder entered into any hedging, total return swap, equity swap, collar, prepaid variable forward, or similar derivative or synthetic transaction with respect to any securities of CBR?

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9.3 Does the Selling Stockholder hold any derivative positions (including, without limitation, any option, warrant, contract for differences, or other economic interest) with respect to any securities of CBR not previously disclosed in this questionnaire?

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9.4 If the response to any of Sections 9.1, 9.2, or 9.3 is in the affirmative, please describe in detail the nature, amount, and terms of each such position or transaction, including the counterparty, the notional amount, and the settlement terms:

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PART III — RELATIONSHIPS WITH THE COMPANY AND ITS AFFILIATES

Section 10: Material Relationships with the Company

10.1 Describe any material relationship that the Selling Stockholder or any of its affiliates has had within the past three years with CBR or any of its predecessors, subsidiaries, or affiliates, other than the Selling Stockholder's ownership of Common Stock. Include any contractual, commercial, financial, advisory, employment, or other material relationship.

The Selling Stockholder and its affiliates have had the following material relationships with CBR during the past three years:

(a) Board Representation. Hugh Pemberton and Diane Kovac, the Co-Founders and Managing Partners of Pinnacle Vista Capital Management LLC (the general partner of the Selling Stockholder), currently serve as members of the Board of Directors of CBR. Mr. Pemberton and Ms. Kovac serve as non-independent director designees of the Selling Stockholder and were designated to the Board pursuant to the Stockholders' Agreement described below. It is expected that Mr. Pemberton and Ms. Kovac will continue to serve as directors of CBR following the IPO, subject to the board designation rights and step-down provisions set forth in the Amended and Restated Stockholders' Agreement.

(b) Stockholders' Agreement. The Selling Stockholder is a party to the existing Stockholders' Agreement among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "Existing Stockholders' Agreement"). The Existing Stockholders' Agreement provides the Selling Stockholder with, among other things:

(i) the right to designate members of the Board of Directors of CBR (subject to a step-down schedule tied to the Selling Stockholder's ownership thresholds);

(ii) certain transfer restrictions on the shares of Common Stock held by the parties thereto;

(iii) standstill provisions limiting the Selling Stockholder's ability to acquire additional shares of Common Stock or take certain other actions without the approval of the Board; and

(iv) information rights entitling the Selling Stockholder to receive certain financial and operational information from CBR.

Upon the closing of the IPO, the Existing Stockholders' Agreement will be amended and restated in its entirety as the Amended and Restated Stockholders' Agreement (the "A&R Stockholders' Agreement"). The A&R Stockholders' Agreement will continue to provide the Selling Stockholder with board designation rights, subject to a step-down schedule, and will contain revised transfer restriction and governance provisions appropriate for a publicly listed company.

(c) Registration Rights Agreement. The Selling Stockholder is a party to the Registration Rights Agreement with CBR, which provides the Selling Stockholder with demand registration rights, piggyback registration rights, and S-3 shelf registration rights with respect to shares of Common Stock held by the Selling Stockholder, as more fully described in Section 8.2 above.

(d) Management-Services Agreement. Pinnacle Vista Capital Management LLC (an affiliate of the Selling Stockholder) is party to a management-services agreement with CBR, pursuant to which PVCM provides certain management, consulting, and advisory services to CBR in exchange for an annual fee of $2,400,000 (the "Management-Services Agreement"). The Management-Services Agreement will terminate upon the closing of the IPO, and no further fees will be payable thereunder following such termination. The termination of the Management-Services Agreement will not give rise to any termination fee or other payment obligation.

(e) Investment History. As described in Section 5.4 above, the Selling Stockholder made an initial equity investment in CBR of approximately $385,000,000 in 2017 and a follow-on equity investment of approximately $120,000,000 in 2019, for a total equity investment of approximately $505,000,000.

Section 11: Officers and Directors

11.1 Does any officer, director, partner, member, or employee of the Selling Stockholder or its affiliates serve as a director or officer of CBR?

Yes. The following individuals associated with the Selling Stockholder (through its general partner, Pinnacle Vista Capital Management LLC) serve as directors of CBR:

(a) Hugh Pemberton — Director of CBR (non-independent, Pinnacle Vista designee). Mr. Pemberton is the Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.

(b) Diane Kovac — Director of CBR (non-independent, Pinnacle Vista designee). Ms. Kovac is the Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.

Neither Mr. Pemberton nor Ms. Kovac receives any separate compensation from CBR for his or her service as a director.

11.2 Does any officer, director, or employee of CBR serve as an officer, director, partner, member, or employee of the Selling Stockholder or any of its affiliates?

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Section 12: Voting Agreements and Arrangements

12.1 Describe any voting agreement, proxy, consent, or other arrangement or understanding relating to the voting of shares of Common Stock of CBR to which the Selling Stockholder is a party or by which it is bound:

The Selling Stockholder is a party to the Existing Stockholders' Agreement (to be amended and restated as the A&R Stockholders' Agreement upon the closing of the IPO), as described in Section 10.1(b) above. The parties to the Existing Stockholders' Agreement are: (i) the Selling Stockholder, (ii) Garrett Calloway (Co-Founder and Chief Executive Officer of CBR), and (iii) Elaine Briggs (Co-Founder and President, Technology & Innovation of CBR). Pursuant to the A&R Stockholders' Agreement, the parties have agreed to certain provisions regarding the voting of shares of Common Stock and the designation of directors to the Board of Directors of CBR.

Specifically, the Selling Stockholder has the right to designate a specified number of directors to the Board of Directors of CBR, subject to the following ownership step-down schedule:

(a) For so long as the Selling Stockholder and its affiliates beneficially own shares representing 40% or more of the outstanding Common Stock, the Selling Stockholder is entitled to designate three (3) directors.

(b) For so long as the Selling Stockholder and its affiliates beneficially own shares representing at least 25% but less than 40% of the outstanding Common Stock, the Selling Stockholder is entitled to designate two (2) directors.

(c) For so long as the Selling Stockholder and its affiliates beneficially own shares representing at least 10% but less than 25% of the outstanding Common Stock, the Selling Stockholder is entitled to designate one (1) director.

(d) If the Selling Stockholder and its affiliates beneficially own shares representing less than 10% of the outstanding Common Stock, the Selling Stockholder is not entitled to designate any directors.

Each of the parties to the A&R Stockholders' Agreement has agreed to vote its shares of Common Stock in favor of the director nominees designated by the Selling Stockholder in accordance with the foregoing step-down schedule.

12.2 Is the Selling Stockholder a member of any "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any shares of Common Stock of CBR?

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PART IV — FINRA-RELATED DISCLOSURES

Section 13: FINRA Member Affiliations

13.1 Is the Selling Stockholder a member of FINRA?

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13.2 Is the Selling Stockholder an affiliate of a FINRA member (within the meaning of FINRA rules)?

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13.3 Does any officer, director, general partner, managing member, or other person associated with the Selling Stockholder have any association or affiliation with any FINRA member firm? If yes, identify each such person, the FINRA member firm, and the nature of the association or affiliation:

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13.4 Has the Selling Stockholder, or any of its officers, directors, general partners, managing members, or affiliates, within the past 180 days, acquired any securities of CBR from a FINRA member participating in the distribution? If yes, describe the transaction, including the identity of the FINRA member, the number of securities acquired, the date of acquisition, and the consideration paid:

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Section 14: FINRA Rule 5110 / 5130 / 5131 Restricted Person Analysis

14.1 Is the Selling Stockholder a "restricted person" within the meaning of FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings)?

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14.2 Is the Selling Stockholder a "covered person" within the meaning of FINRA Rule 5131 (New Issue Allocations and Distributions)?

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14.3 If the answer to either Section 14.1 or Section 14.2 is "yes," does the Selling Stockholder qualify for any exemption under the applicable FINRA rule? If yes, identify the specific exemption claimed (e.g., the venture-capital exemption under FINRA Rule 5130(d)(4)):

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SELLING STOCKHOLDER QUESTIONNAIRE
In Connection with the Proposed Initial Public Offering of Common Stock of Calloway-Briggs Renewables Inc.
CONFIDENTIAL — This questionnaire and the information contained herein are being furnished on a confidential basis and are not to be disclosed or used for any purpose other than in connection with the preparation of the Registration Statement on Form S-1 of Calloway-Briggs Renewables Inc. (the "Company"). Any unauthorized disclosure, copying, or distribution of this questionnaire or its contents is strictly prohibited. Recipients of this questionnaire should consult their own legal counsel regarding the legal requirements applicable to the information requested herein. This questionnaire is protected by the attorney-client privilege and the work-product doctrine, and is provided pursuant to a common-interest agreement among the parties identified herein.
Responding Entity: Pinnacle Vista Capital Partners III, LP
Date of Completion: _____, 2022
C&H Matter No.: 1015-00001
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INTRODUCTORY INSTRUCTIONS
Purpose of Questionnaire
Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, intends to file a Registration Statement on Form S-1 (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Company expects to list its Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."
The proposed aggregate offering size is approximately $600,000,000, of which approximately $450,000,000 represents shares of Common Stock to be issued and sold by the Company in a primary offering, and approximately $150,000,000 represents shares of Common Stock to be sold by Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder") in a secondary offering. The foregoing amounts are based on an assumed midpoint initial public offering price of $22.00 per share and are subject to change based on, among other things, market conditions and the actual pricing of the Offering.
This questionnaire is being furnished to the Selling Stockholder to obtain information required for disclosure in the Registration Statement, including without limitation the information necessary for inclusion in the following sections of the Registration Statement and the prospectus forming a part thereof:
(a) the "Principal and Selling Stockholders" table required by Item 7 of Form S-1 and Item 403 of Regulation S-K;
(b) the "Certain Relationships and Related-Party Transactions" section required by Item 11(p) of Form S-1 and Item 404 of Regulation S-K;
(c) the "Underwriting" section required by Item 8 of Form S-1 and Item 508 of Regulation S-K;
(d) any other section of the Registration Statement or prospectus in which information relating to the Selling Stockholder is required to be disclosed under applicable SEC rules and regulations; and
(e) any information required to be included in filings with the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with the Offering.
Calderwood & Harkness LLP ("C&H"), 599 Lexington Avenue, New York, New York 10022, serves as counsel to CBR in connection with the IPO. This questionnaire has been prepared by Calderwood & Harkness LLP under the direction of Jennifer Kwon, Partner (responsible partner), and Brendan Walsh, Senior Associate (lead associate). Prescott, Danforth & Yee LLP ("PDY"), 1271 Avenue of the Americas, New York, New York 10020, serves as counsel to the underwriters in connection with the IPO. Whitfield Archer & Doss LLP ("WA&D"), 51 West 52nd Street, New York, New York 10019, serves as counsel to the Selling Stockholder.
This questionnaire is being transmitted to WA&D on behalf of the Selling Stockholder pursuant to correspondence from C&H dated April 28, 2022. The information provided in response to this questionnaire is essential to the Company's compliance with applicable federal securities laws and regulations, and the Company is relying on the accuracy and completeness of the Selling Stockholder's responses.
Instructions for Completion
The following instructions should be carefully reviewed before completing this questionnaire:
1.  Accuracy and Completeness. All responses to this questionnaire must be accurate and complete in all material respects as of the date of execution by the Selling Stockholder. The Selling Stockholder undertakes to promptly notify Calderwood & Harkness LLP and the Company of any changes to the information provided herein prior to the effectiveness of the Registration Statement, the pricing of the Offering, or the closing of the Offering.
2.  Public Disclosure. The information provided in response to this questionnaire will be used for the Registration Statement and related SEC filings, including any amendments or supplements thereto. To the extent that information provided by the Selling Stockholder is included in the prospectus forming a part of the Registration Statement or any other SEC filing, such information will become publicly available. The Selling Stockholder should consult with its own legal counsel regarding the implications of public disclosure.
3.  Defined Terms. All capitalized terms used but not defined in this questionnaire have the meanings given to them in the most recent draft of the Registration Statement, copies of relevant portions of which have been furnished to WA&D under separate cover. In the event of any inconsistency between a defined term as used in this questionnaire and the corresponding definition in the Registration Statement, the definition in the Registration Statement shall control.
4.  Beneficial Ownership. The term "beneficial ownership" as used in this questionnaire has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, a person "beneficially owns" securities if such person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (a) voting power, which includes the power to vote, or to direct the voting of, such securities; and/or (b) investment (dispositive) power, which includes the power to dispose, or to direct the disposition of, such securities. A person is also deemed to be the beneficial owner of securities that such person has the right to acquire within 60 days through the exercise of any option, warrant, or right, or through the conversion of a security.
5.  Return of Questionnaire. The completed and executed questionnaire should be returned to:
Brendan Walsh, Senior Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000
Email: walshb@calderwoodharkness.com
With a copy to:
Jennifer Kwon, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-3100
Email: kwonj@calderwoodharkness.com
6.  Scope of Responses. If any question is not applicable to the Selling Stockholder, please respond "Not Applicable" or "N/A" rather than leaving the response blank. If additional space is required for any response, please attach additional pages clearly referencing the applicable question number.
7.  Consultation with Counsel. The Selling Stockholder is encouraged to consult with its own legal counsel, Whitfield Archer & Doss LLP, in connection with the completion of this questionnaire.
PART I — IDENTIFICATION AND CONTACT INFORMATION
Section 1: Full Legal Name and Entity Information
1.1 State the full legal name of the Selling Stockholder:
Pinnacle Vista Capital Partners III, LP
1.2 State any other names under which the Selling Stockholder conducts business, is commonly known, or by which it may be identified in market parlance or informal communications (including any trade names, abbreviated names, or informal designations):
"Pinnacle Vista"; "PVCP III"; "Series III Fund"
1.3 Entity type of the Selling Stockholder:
Limited partnership
1.4 Jurisdiction of formation or organization:
State of Delaware
1.5 Date of formation (or vintage year, if a private equity fund):
2016 (vintage year). The Certificate of Limited Partnership was filed with the Delaware Secretary of State in 2016.
1.6 Principal office address of the Selling Stockholder:
900 Park Avenue, 38th Floor New York, New York 10021
1.7 Employer Identification Number (EIN) or Tax Identification Number (TIN):
_______ [To be provided]
1.8 Is the Selling Stockholder organized or incorporated outside of the United States? If yes, provide country of organization and any registered agent in the United States.
No. The Selling Stockholder is a Delaware limited partnership.
Section 2: General Partner / Managing Entity
2.1 Identify the general partner, managing member, or managing entity of the Selling Stockholder:
Pinnacle Vista Capital Management LLC ("PVCM")
2.2 Entity type of the general partner or managing entity:
Delaware limited liability company
2.3 Principal office address of the general partner or managing entity:
900 Park Avenue, 38th Floor New York, New York 10021
2.4 Identify the managing partners, managing members, or other controlling persons of the general partner or managing entity:
(a) Hugh Pemberton — Co-Founder & Managing Partner of PVCM
(b) Diane Kovac — Co-Founder & Managing Partner of PVCM
2.5 Provide the approximate aggregate assets under management across all funds and vehicles managed or advised by PVCM and its affiliates:
Approximately $14.2 billion in aggregate assets under management across four flagship funds and related co-investment vehicles.
2.6 Provide the committed capital of the Selling Stockholder fund (Pinnacle Vista Capital Partners III, LP):
Approximately $4.8 billion (2016 vintage).
Section 3: Contact Information for Questionnaire
3.1 Identify the primary contact person for all correspondence related to this questionnaire, the Registration Statement, and the Offering:
Christine Navarro, Partner, Capital Markets Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1200
Email: cnavarro@whitfieldarcherdoss.com
3.2 Identify any additional contacts at outside counsel:
(a) Philip Archer, Partner, PE/M&A Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1350
Email: parcher@whitfieldarcherdoss.com
(b) Derek Fong, Senior Associate Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1472
Email: dfong@whitfieldarcherdoss.com
3.3 Identify the primary contact person(s) at the Selling Stockholder or its general partner:
(a) Hugh Pemberton, Co-Founder & Managing Partner Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, New York 10021 Telephone: (212) 867-5000
Email: hpemberton@pinnaclevista.com
(b) Diane Kovac, Co-Founder & Managing Partner Pinnacle Vista Capital Management LLC 900 Park Avenue, 38th Floor New York, New York 10021 Telephone: (212) 867-5001
Email: dkovac@pinnaclevista.com
Section 4: Natural Persons with Voting or Dispositive Power
4.1 Identify each natural person who exercises or shares voting power over the shares of Common Stock of CBR beneficially owned by the Selling Stockholder:
(a) Hugh Pemberton — exercises shared voting power in his capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.
(b) Diane Kovac — exercises shared voting power in her capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.
4.2 Identify each natural person who exercises or shares investment (dispositive) power over the shares of Common Stock of CBR beneficially owned by the Selling Stockholder:
(a) Hugh Pemberton — exercises shared dispositive power in his capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.
(b) Diane Kovac — exercises shared dispositive power in her capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.
4.3 State whether the voting and/or dispositive power identified in Sections 4.1 and 4.2 above is sole or shared:
The voting and dispositive power is shared between Hugh Pemberton and Diane Kovac through Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder. Pursuant to the limited liability company agreement of PVCM, all investment and voting decisions with respect to portfolio securities held by PVCP III require the approval of both Hugh Pemberton and Diane Kovac, acting jointly as the Managing Partners of PVCM. Each of Hugh Pemberton and Diane Kovac disclaims beneficial ownership of the shares of Common Stock held by PVCP III except to the extent of his or her respective pecuniary interest therein.
PART II — BENEFICIAL OWNERSHIP OF COMPANY SECURITIES
Section 5: Shares Beneficially Owned Prior to the Offering
5.1 State the total number of shares of Common Stock of CBR beneficially owned by the Selling Stockholder as of the date hereof (prior to giving effect to the IPO):
Approximately 62,000,000 shares of Common Stock.
5.2 State the percentage of outstanding shares of Common Stock represented by the shares identified in Section 5.1, based on the total number of shares of Common Stock outstanding on a fully diluted basis as of the date hereof (prior to giving effect to the IPO):
Approximately 62.0% of the fully diluted pre-IPO shares outstanding (based on 100,000,000 shares of Common Stock outstanding on a fully diluted basis, after giving effect to the reclassification of all outstanding preferred stock into Common Stock).
5.3 Include all shares of Common Stock over which the Selling Stockholder has or shares voting power and/or dispositive power, including without limitation shares held by any controlled entities or affiliates of the Selling Stockholder, and shares that may be deemed beneficially owned by the Selling Stockholder by reason of any option, warrant, conversion privilege, or similar right exercisable within 60 days. If the Selling Stockholder's beneficial ownership includes shares held by entities other than the Selling Stockholder, please identify each such entity and the number of shares held by each.
All 62,000,000 shares of Common Stock are held of record directly by Pinnacle Vista Capital Partners III, LP. No other controlled entity or affiliate of the Selling Stockholder holds additional shares of Common Stock of CBR. The shares reported reflect the beneficial ownership of PVCP III on a fully diluted basis, after giving effect to the reclassification and conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock that occurred in connection with the corporate reorganization undertaken in preparation for the IPO.
5.4 Describe the nature and history of the Selling Stockholder's beneficial ownership of the shares of Common Stock of CBR, including the date(s) and manner of acquisition and the consideration paid:
(a) Initial Investment (2017): Pinnacle Vista Capital Partners III, LP made its initial equity investment in CBR in 2017, investing aggregate cash consideration of approximately $385,000,000 in exchange for equity interests in CBR (subsequently reclassified into shares of Common Stock in connection with the pre-IPO corporate reorganization).
(b) Follow-On Investment (2019): Pinnacle Vista Capital Partners III, LP made a follow-on equity investment in CBR in 2019, investing aggregate additional cash consideration of approximately $120,000,000 in exchange for additional equity interests in CBR (subsequently reclassified into shares of Common Stock in connection with the pre-IPO corporate reorganization).
(c) Total Equity Invested: The total equity consideration invested by the Selling Stockholder in CBR is approximately $505,000,000.
(d) Nature of Ownership: Direct record ownership by Pinnacle Vista Capital Partners III, LP. The Selling Stockholder acquired its shares of Common Stock in a private transaction exempt from registration under the Securities Act.
Section 6: Shares to Be Sold in the Offering
6.1 State the number of shares of Common Stock to be sold by the Selling Stockholder in the Offering (base offering, excluding shares subject to the overallotment option):
6,818,182 shares of Common Stock (calculated based on an aggregate dollar amount of approximately $150,000,000 and an assumed midpoint IPO price of $22.00 per share; subject to adjustment based on the actual IPO price and final terms of the Offering).
6.2 State the aggregate dollar amount of shares of Common Stock to be sold by the Selling Stockholder in the Offering (base offering):
Approximately $150,000,000 (based on the assumed midpoint IPO price of $22.00 per share; subject to adjustment based on the actual IPO price).
6.3 Will the Selling Stockholder offer any shares of Common Stock pursuant to the underwriters' option to purchase additional shares (the "overallotment option" or "greenshoe")?
The underwriters are expected to be granted an option, exercisable for a period of 30 days from the date of the final prospectus, to purchase up to approximately 3,559,091 additional shares of Common Stock (representing approximately 15% of the total number of shares sold in the base offering, or approximately $78,300,000 at the assumed midpoint IPO price of $22.00 per share) solely to cover overallotments, if any.
[The allocation of shares subject to the overallotment option between shares to be sold by the Company (primary) and shares to be sold by the Selling Stockholder (secondary) is to be specified. Please indicate the number of additional shares, if any, that the Selling Stockholder has agreed or expects to sell if the overallotment option is exercised in full or in part.]
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Section 7: Shares Beneficially Owned After the Offering
7.1 State the number of shares of Common Stock expected to be beneficially owned by the Selling Stockholder after the Offering (assuming the base offering only, without exercise of the overallotment option):
62,000,000 − 6,818,182 = approximately 55,181,818 shares of Common Stock.
7.2 State the percentage of outstanding shares of Common Stock expected to be represented by the shares identified in Section 7.1 above, based on the total number of shares of Common Stock expected to be outstanding after giving effect to the IPO (base offering):
55,181,818 ÷ 123,713,636 ≈ 44.6% of the post-IPO shares outstanding (base).
For purposes of this calculation, the total number of shares of Common Stock expected to be outstanding following the IPO (base offering) is approximately 123,713,636 shares, consisting of (i) 100,000,000 pre-IPO shares outstanding (fully diluted, post-reclassification), plus (ii) approximately 23,713,636 newly issued shares to be sold by the Company in the primary offering (based on $450,000,000 of primary shares ÷ $22.00 minus the base secondary offering adjustment, subject to final allocation), plus (iii) the Selling Stockholder's existing shares less the shares to be sold by it in the secondary offering.
7.3 State the number of shares of Common Stock expected to be beneficially owned by the Selling Stockholder after the Offering (assuming full exercise of the overallotment option):
[To be calculated based on the allocation of overallotment shares between primary and secondary shares. If the Selling Stockholder sells additional shares pursuant to the overallotment option, the number of shares beneficially owned after the Offering upon full exercise will be reduced accordingly.]
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7.4 State the percentage of outstanding shares of Common Stock expected to be represented by the shares identified in Section 7.3 above, based on the total number of shares of Common Stock expected to be outstanding after giving effect to the IPO (full exercise of overallotment):
[To be calculated. The total number of shares of Common Stock expected to be outstanding following the IPO upon full exercise of the overallotment option is approximately 127,272,727 shares.]
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7.5 Please note for purposes of disclosure in the prospectus that, following the consummation of the IPO, Pinnacle Vista Capital Partners III, LP is expected to remain the largest stockholder of CBR.
Section 8: Other Securities of the Company
8.1 Does the Selling Stockholder beneficially own any securities of CBR other than shares of Common Stock (including, without limitation, options, warrants, convertible notes, preferred stock, restricted stock units, phantom equity, profit interests, or any other derivative or equity-linked securities)?
[Respond. Note that the pre-IPO shares have been stated on a fully diluted, post-reclassification basis. All outstanding shares of Series A Preferred Stock and Series B Preferred Stock have been converted into shares of Common Stock in connection with the pre-IPO corporate reorganization, and no separate preferred stock interests remain outstanding.]
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8.2 Does the Selling Stockholder have any right to acquire additional securities of CBR, whether pursuant to contract, option, warrant, conversion privilege, or otherwise?
[Respond. In connection with the IPO, the Selling Stockholder is a party to the following agreements that provide rights with respect to CBR securities:
(a) Registration Rights Agreement: The Selling Stockholder is a party to a Registration Rights Agreement with CBR (the "Registration Rights Agreement"), which provides the Selling Stockholder with, among other things, (i) demand registration rights entitling the Selling Stockholder to require CBR to file a registration statement with the SEC covering the resale of shares of Common Stock held by the Selling Stockholder, (ii) piggyback registration rights entitling the Selling Stockholder to include shares of Common Stock in certain registration statements filed by CBR, and (iii) S-3 shelf registration rights entitling the Selling Stockholder to require CBR to file a shelf registration statement on Form S-3 (when available) covering the resale of shares of Common Stock held by the Selling Stockholder.
(b) Amended and Restated Stockholders' Agreement: The Selling Stockholder is a party to the existing Stockholders' Agreement, which will be amended and restated upon the closing of the IPO as the Amended and Restated Stockholders' Agreement. Such agreement provides the Selling Stockholder with, among other things, board designation rights (subject to a step-down schedule tied to the Selling Stockholder's ownership thresholds).]
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Section 9: Short Positions and Hedging
9.1 Does the Selling Stockholder hold any short position in any securities of CBR, including without limitation any short sale, put option, or other position that would benefit from a decline in the market price of CBR's securities?
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9.2 Has the Selling Stockholder entered into any hedging, total return swap, equity swap, collar, prepaid variable forward, or similar derivative or synthetic transaction with respect to any securities of CBR?
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9.3 Does the Selling Stockholder hold any derivative positions (including, without limitation, any option, warrant, contract for differences, or other economic interest) with respect to any securities of CBR not previously disclosed in this questionnaire?
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9.4 If the response to any of Sections 9.1, 9.2, or 9.3 is in the affirmative, please describe in detail the nature, amount, and terms of each such position or transaction, including the counterparty, the notional amount, and the settlement terms:
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PART III — RELATIONSHIPS WITH THE COMPANY AND ITS AFFILIATES
Section 10: Material Relationships with the Company
10.1 Describe any material relationship that the Selling Stockholder or any of its affiliates has had within the past three years with CBR or any of its predecessors, subsidiaries, or affiliates, other than the Selling Stockholder's ownership of Common Stock. Include any contractual, commercial, financial, advisory, employment, or other material relationship.
The Selling Stockholder and its affiliates have had the following material relationships with CBR during the past three years:
(a) Board Representation. Hugh Pemberton and Diane Kovac, the Co-Founders and Managing Partners of Pinnacle Vista Capital Management LLC (the general partner of the Selling Stockholder), currently serve as members of the Board of Directors of CBR. Mr. Pemberton and Ms. Kovac serve as non-independent director designees of the Selling Stockholder and were designated to the Board pursuant to the Stockholders' Agreement described below. It is expected that Mr. Pemberton and Ms. Kovac will continue to serve as directors of CBR following the IPO, subject to the board designation rights and step-down provisions set forth in the Amended and Restated Stockholders' Agreement.
(b) Stockholders' Agreement. The Selling Stockholder is a party to the existing Stockholders' Agreement among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "Existing Stockholders' Agreement"). The Existing Stockholders' Agreement provides the Selling Stockholder with, among other things:
(i) the right to designate members of the Board of Directors of CBR (subject to a step-down schedule tied to the Selling Stockholder's ownership thresholds);
(ii) certain transfer restrictions on the shares of Common Stock held by the parties thereto;
(iii) standstill provisions limiting the Selling Stockholder's ability to acquire additional shares of Common Stock or take certain other actions without the approval of the Board; and
(iv) information rights entitling the Selling Stockholder to receive certain financial and operational information from CBR.
Upon the closing of the IPO, the Existing Stockholders' Agreement will be amended and restated in its entirety as the Amended and Restated Stockholders' Agreement (the "A&R Stockholders' Agreement"). The A&R Stockholders' Agreement will continue to provide the Selling Stockholder with board designation rights, subject to a step-down schedule, and will contain revised transfer restriction and governance provisions appropriate for a publicly listed company.
(c) Registration Rights Agreement. The Selling Stockholder is a party to the Registration Rights Agreement with CBR, which provides the Selling Stockholder with demand registration rights, piggyback registration rights, and S-3 shelf registration rights with respect to shares of Common Stock held by the Selling Stockholder, as more fully described in Section 8.2 above.
(d) Management-Services Agreement. Pinnacle Vista Capital Management LLC (an affiliate of the Selling Stockholder) is party to a management-services agreement with CBR, pursuant to which PVCM provides certain management, consulting, and advisory services to CBR in exchange for an annual fee of $2,400,000 (the "Management-Services Agreement"). The Management-Services Agreement will terminate upon the closing of the IPO, and no further fees will be payable thereunder following such termination. The termination of the Management-Services Agreement will not give rise to any termination fee or other payment obligation.
(e) Investment History. As described in Section 5.4 above, the Selling Stockholder made an initial equity investment in CBR of approximately $385,000,000 in 2017 and a follow-on equity investment of approximately $120,000,000 in 2019, for a total equity investment of approximately $505,000,000.
Section 11: Officers and Directors
11.1 Does any officer, director, partner, member, or employee of the Selling Stockholder or its affiliates serve as a director or officer of CBR?
Yes. The following individuals associated with the Selling Stockholder (through its general partner, Pinnacle Vista Capital Management LLC) serve as directors of CBR:
(a) Hugh Pemberton — Director of CBR (non-independent, Pinnacle Vista designee). Mr. Pemberton is the Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.
(b) Diane Kovac — Director of CBR (non-independent, Pinnacle Vista designee). Ms. Kovac is the Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder.
Neither Mr. Pemberton nor Ms. Kovac receives any separate compensation from CBR for his or her service as a director.
11.2 Does any officer, director, or employee of CBR serve as an officer, director, partner, member, or employee of the Selling Stockholder or any of its affiliates?
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Section 12: Voting Agreements and Arrangements
12.1 Describe any voting agreement, proxy, consent, or other arrangement or understanding relating to the voting of shares of Common Stock of CBR to which the Selling Stockholder is a party or by which it is bound:
The Selling Stockholder is a party to the Existing Stockholders' Agreement (to be amended and restated as the A&R Stockholders' Agreement upon the closing of the IPO), as described in Section 10.1(b) above. The parties to the Existing Stockholders' Agreement are: (i) the Selling Stockholder, (ii) Garrett Calloway (Co-Founder and Chief Executive Officer of CBR), and (iii) Elaine Briggs (Co-Founder and President, Technology & Innovation of CBR). Pursuant to the A&R Stockholders' Agreement, the parties have agreed to certain provisions regarding the voting of shares of Common Stock and the designation of directors to the Board of Directors of CBR.
Specifically, the Selling Stockholder has the right to designate a specified number of directors to the Board of Directors of CBR, subject to the following ownership step-down schedule:
(a) For so long as the Selling Stockholder and its affiliates beneficially own shares representing 40% or more of the outstanding Common Stock, the Selling Stockholder is entitled to designate three (3) directors.
(b) For so long as the Selling Stockholder and its affiliates beneficially own shares representing at least 25% but less than 40% of the outstanding Common Stock, the Selling Stockholder is entitled to designate two (2) directors.
(c) For so long as the Selling Stockholder and its affiliates beneficially own shares representing at least 10% but less than 25% of the outstanding Common Stock, the Selling Stockholder is entitled to designate one (1) director.
(d) If the Selling Stockholder and its affiliates beneficially own shares representing less than 10% of the outstanding Common Stock, the Selling Stockholder is not entitled to designate any directors.
Each of the parties to the A&R Stockholders' Agreement has agreed to vote its shares of Common Stock in favor of the director nominees designated by the Selling Stockholder in accordance with the foregoing step-down schedule.
12.2 Is the Selling Stockholder a member of any "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any shares of Common Stock of CBR?
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PART IV — FINRA-RELATED DISCLOSURES
Section 13: FINRA Member Affiliations
13.1 Is the Selling Stockholder a member of FINRA?
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13.2 Is the Selling Stockholder an affiliate of a FINRA member (within the meaning of FINRA rules)?
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13.3 Does any officer, director, general partner, managing member, or other person associated with the Selling Stockholder have any association or affiliation with any FINRA member firm? If yes, identify each such person, the FINRA member firm, and the nature of the association or affiliation:
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13.4 Has the Selling Stockholder, or any of its officers, directors, general partners, managing members, or affiliates, within the past 180 days, acquired any securities of CBR from a FINRA member participating in the distribution? If yes, describe the transaction, including the identity of the FINRA member, the number of securities acquired, the date of acquisition, and the consideration paid:
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Section 14: FINRA Rule 5110 / 5130 / 5131 Restricted Person Analysis
14.1 Is the Selling Stockholder a "restricted person" within the meaning of FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings)?
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14.2 Is the Selling Stockholder a "covered person" within the meaning of FINRA Rule 5131 (New Issue Allocations and Distributions)?
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14.3 If the answer to either Section 14.1 or Section 14.2 is "yes," does the Selling Stockholder qualify for any exemption under the applicable FINRA rule? If yes, identify the specific exemption claimed (e.g., the venture-capital exemption under FINRA Rule 5130(d)(4)):
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14.4 For reference, the FINRA filing number assigned to the IPO is FINRA Filing No. 20221129-01. Please confirm whether the Selling Stockholder has any information that would be relevant to the Company's FINRA filing:
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Section 15: Underwriter Compensation
15.1 Has the Selling Stockholder made or agreed to make any payments, in cash or in kind, directly or indirectly, to any FINRA member in connection with the Offering, other than the underwriting discount (the gross spread of 5.50% of the public offering price to be paid to the underwriters in connection with the Offering as described in the underwriting agreement)?
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15.2 Has the Selling Stockholder received, or has any FINRA member promised to pay, any item of value (including, without limitation, finder's fees, consulting fees, lobbying fees, or any other compensation or consideration) to the Selling Stockholder in connection with the Offering?
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15.3 Has the Selling Stockholder made, or agreed to make, any payments or provided any items of value to any FINRA member within the 180-day period prior to the initial filing of the Registration Statement that could be deemed to be underwriting compensation in connection with the Offering?
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PART V — PLAN OF DISTRIBUTION
Section 16: Manner of Sale
16.1 Describe the manner in which the Selling Stockholder intends to sell the shares of Common Stock in the Offering:
The Selling Stockholder intends to sell shares of Common Stock through the underwriters in the firm-commitment underwritten initial public offering contemplated by the Registration Statement. The Selling Stockholder does not intend to sell any shares of Common Stock in any manner other than through the underwriters in the Offering.
16.2 Identify the underwriters of the Offering:
The following firms have been engaged to serve as underwriters of the Offering, in the capacities and with the approximate underwriting allocations indicated below:
16.3 Gross spread payable to the underwriters:
The underwriting discount (gross spread) payable to the underwriters in connection with the Offering is expected to be 5.50% of the public offering price per share. The gross spread will be payable by each of the Company and the Selling Stockholder in proportion to the number of shares sold by each in the Offering.
16.4 Custody arrangement for secondary shares:
The shares of Common Stock to be sold by the Selling Stockholder in the Offering (the "Secondary Shares") will be held in custody with Hargrove Keating & Co. during the offering period, pursuant to a custody agreement to be entered into between the Selling Stockholder and Hargrove Keating & Co. (the "Custody Agreement"). The terms of the Custody Agreement are expected to be consistent with customary market practice for secondary offerings in connection with an initial public offering.
Section 17: Lock-Up Agreement
17.1 Has the Selling Stockholder entered into, or does the Selling Stockholder expect to enter into, a lock-up agreement in connection with the Offering?
Yes. The Selling Stockholder has agreed to enter into a lock-up agreement substantially in the form attached to the underwriting agreement (the "Lock-Up Agreement"), providing for a lock-up period of 180 days following the date of the final prospectus relating to the Offering (the "Lock-Up Period").
17.2 Describe the material terms of the lock-up arrangement:
Pursuant to the Lock-Up Agreement, during the Lock-Up Period, the Selling Stockholder will agree not to, directly or indirectly:
(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock;
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or
(c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock;
in each case, whether any such transaction described in clauses (a), (b), or (c) above is to be settled by delivery of Common Stock or such other securities, in cash, or otherwise.
17.3 Release and carve-outs from lock-up:
The Lock-Up Agreement is expected to provide that the Lock-Up Period may be waived or released, in whole or in part, by the prior written consent of Hargrove Keating & Co. (acting in its capacity as the lead-left book-runner for the Offering), or upon the occurrence of a Change of Control of the Company (as defined in the Lock-Up Agreement).
The Lock-Up Agreement is expected to provide for the following customary carve-outs from the lock-up restrictions:
(a) transfers to affiliates of the Selling Stockholder, provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement;
(b) estate-planning transfers, including transfers to trusts, family members, and charitable organizations, provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement;
(c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that no sales or other dispositions of Common Stock may be made under such plan during the Lock-Up Period; and
(d) pledges of shares of Common Stock to lenders as collateral for bona fide financing transactions, provided that such pledge does not result in a transfer of beneficial ownership during the Lock-Up Period.
17.4 Applicability of lock-up:
The Lock-Up Agreement is expected to apply to all directors and officers of CBR and all holders of 1% or more of the outstanding Common Stock (on a pre-IPO, fully diluted basis), which currently consists of approximately 18 persons and entities.
PART VI — ADDITIONAL DISCLOSURES
Section 18: Legal Proceedings
18.1 Is the Selling Stockholder a party to any pending or threatened legal proceedings involving CBR or any of its securities?
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18.2 Is the Selling Stockholder subject to any pending or threatened legal proceeding, governmental investigation, or regulatory action that could reasonably be expected to affect the proposed Offering or the Selling Stockholder's ability to consummate its sale of shares of Common Stock in the Offering?
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18.3 Is there any judgment, decree, injunction, or order of any court, governmental body, or arbitrator to which the Selling Stockholder is subject that could reasonably be expected to restrict or impair the Selling Stockholder's ability to sell shares of Common Stock in the Offering?
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Section 19: Tax Status
19.1 Describe the Selling Stockholder's U.S. federal income tax classification:
The Selling Stockholder is treated as a partnership (limited partnership) for U.S. federal income tax purposes. The Selling Stockholder is not subject to U.S. federal income tax at the entity level; rather, items of income, gain, loss, deduction, and credit of the Selling Stockholder are passed through to its partners.
19.2 Is the Selling Stockholder a "U.S. person" for U.S. federal income tax purposes (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended)?
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[Note: The Selling Stockholder is a Delaware limited partnership.]
19.3 Does the Selling Stockholder have any partners that are not U.S. persons for U.S. federal income tax purposes?
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Section 20: Additional Information
20.1 Provide any other information that the Selling Stockholder believes may be material to the preparation of the Registration Statement or any other SEC filing, or that may be required by applicable law, rule, or regulation in connection with the Offering:
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20.2 Does the Selling Stockholder have any side letter arrangements, co-investment arrangements, or other agreements with any person or entity relating to CBR or the shares of Common Stock of CBR that have not been previously disclosed in this questionnaire?
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20.3 Has the Selling Stockholder entered into any agreement, arrangement, or understanding with any person or entity regarding the distribution, sale, or resale of any shares of Common Stock to be sold by the Selling Stockholder in the Offering, other than the underwriting agreement and the agreements described elsewhere in this questionnaire?
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PART VII — REPRESENTATIONS AND ACKNOWLEDGMENTS
Section 21: Representations of the Selling Stockholder
The Selling Stockholder hereby represents and warrants to CBR and to Calderwood & Harkness LLP, as of the date of execution of this questionnaire, as follows:
21.1 All information provided by the Selling Stockholder in this questionnaire, including all schedules and exhibits hereto, is true, correct, and complete in all material respects as of the date hereof, and no information has been omitted from this questionnaire the omission of which would make any statement herein misleading.
21.2 The Selling Stockholder has not distributed, and will not distribute prior to the closing of the Offering, any offering material in connection with the Offering and sale of shares of Common Stock other than any preliminary prospectus or prospectus forming a part of the Registration Statement, as filed with the SEC, and any free-writing prospectus that has been filed with or provided to the SEC in accordance with the Securities Act and the rules and regulations promulgated thereunder.
21.3 The Selling Stockholder is not a "restricted person" within the meaning of FINRA Rule 5130 and is not a "covered person" within the meaning of FINRA Rule 5131, or, if the Selling Stockholder is a restricted person or covered person, the Selling Stockholder qualifies for an applicable exemption under the relevant FINRA rule, as identified in Part IV of this questionnaire.
21.4 The Selling Stockholder has the requisite power and authority to (a) sell the shares of Common Stock described in Part II of this questionnaire in the Offering, (b) execute and deliver the underwriting agreement and the custody agreement in connection with the Offering, and (c) execute and deliver any power of attorney appointing attorneys-in-fact for the execution of the underwriting agreement, the pricing agreement, and related documents. All necessary organizational action has been taken by the Selling Stockholder and its general partner to authorize the foregoing.
21.5 The sale of shares of Common Stock by the Selling Stockholder in the Offering as contemplated by this questionnaire and the Registration Statement will not (a) violate any agreement, contract, or other instrument to which the Selling Stockholder is a party or by which it is bound, (b) conflict with or result in a breach of any order, judgment, writ, or decree of any court, governmental body, or arbitrator applicable to the Selling Stockholder, or (c) violate any applicable law, rule, or regulation.
21.6 The Selling Stockholder acknowledges that the information provided in this questionnaire may be disclosed in the Registration Statement and any amendments or supplements thereto, in the prospectus forming a part of the Registration Statement, in any free-writing prospectus, and in any other filings with the SEC or FINRA made in connection with the Offering, and will thereby become publicly available. The Selling Stockholder consents to such disclosure.
21.7 The Selling Stockholder undertakes to promptly notify Calderwood & Harkness LLP and the Company of any material changes to the information provided in this questionnaire prior to the effectiveness of the Registration Statement, the pricing of the Offering, or the closing of the Offering, and agrees to provide updated information as necessary to ensure that the information contained in the Registration Statement and the prospectus is accurate and complete.
Section 22: Obligation to Update
The Selling Stockholder hereby acknowledges that it has a continuing obligation to update the information contained in this questionnaire if any response herein becomes inaccurate or incomplete in any material respect at any time prior to (a) the effectiveness of the Registration Statement, (b) the pricing of the Offering, or (c) the closing of the Offering. The Selling Stockholder agrees to provide any such updates promptly in writing to:
Brendan Walsh, Senior Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Email: walshb@calderwoodharkness.com
with a copy to:
Christine Navarro, Partner, Capital Markets Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019
Email: cnavarro@whitfieldarcherdoss.com
The Selling Stockholder acknowledges that any material change in the information provided herein may necessitate amendments or supplements to the Registration Statement or the prospectus, and the Company is relying on the Selling Stockholder's compliance with this continuing obligation to update.
SIGNATURE PAGE
The undersigned, on behalf of Pinnacle Vista Capital Partners III, LP, hereby certifies that the information contained in this Selling Stockholder Questionnaire, including all schedules and exhibits hereto, is true, correct, and complete in all material respects as of the date set forth below.
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: Hugh Pemberton
Title: Co-Founder & Managing Partner
Date: ________
or
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: Diane Kovac
Title: Co-Founder & Managing Partner
Date: ________
Witness (if required):
By: ________
Name: ________
Date: ________
Notarization (if required):
State of _____
County of ______
On this _ day of ___, 2022, before me personally appeared _____, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
My Commission Expires: ____
SCHEDULES AND EXHIBITS
Schedule A — Beneficial Ownership Table
The following table sets forth information regarding the beneficial ownership of Common Stock of Calloway-Briggs Renewables Inc. by the Selling Stockholder before and after giving effect to the Offering, based on the assumptions set forth in the notes below:
Notes:
1.  The number of shares beneficially owned after the Offering assuming full exercise of the overallotment option will depend on the allocation of overallotment shares between shares to be sold by the Company (primary) and shares to be sold by the Selling Stockholder (secondary). This figure will be updated upon finalization of the overallotment allocation.
2.  The percentage of post-IPO outstanding shares assuming full exercise of the overallotment option will be calculated based on the total shares outstanding of approximately 127,272,727.
3.  Pre-IPO shares outstanding: 100,000,000 shares (fully diluted, post-reclassification of all outstanding preferred stock into Common Stock).
4.  Post-IPO shares outstanding (base): Approximately 123,713,636 shares, consisting of the pre-IPO shares outstanding plus the newly issued shares to be sold by the Company in the primary offering (approximately $450,000,000 ÷ $22.00 per share = approximately 20,454,545 primary shares, plus shares underlying the overallotment if applicable, plus accounting for total share count reconciliation including the secondary offering which does not increase shares outstanding), plus any shares issued upon exercise of outstanding options or other rights.
5.  Post-IPO shares outstanding (full exercise of overallotment option): Approximately 127,272,727 shares.
6.  Assumed midpoint IPO price: $22.00 per share.
7.  Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act.
Schedule B — Chain of Beneficial Ownership
The following describes the chain of beneficial ownership from the natural persons who exercise voting and dispositive power over the shares of Common Stock of CBR held by the Selling Stockholder:
Level 1 — Natural Persons:
Hugh Pemberton (Co-Founder & Managing Partner) Diane Kovac (Co-Founder & Managing Partner)
Hugh Pemberton and Diane Kovac exercise shared voting and dispositive power over the shares of Common Stock held by Pinnacle Vista Capital Partners III, LP through their roles as the Managing Partners of Pinnacle Vista Capital Management LLC.
Level 2 — General Partner:
Pinnacle Vista Capital Management LLC (Delaware limited liability company) 900 Park Avenue, 38th Floor, New York, New York 10021
PVCM serves as the sole general partner of Pinnacle Vista Capital Partners III, LP. As the general partner, PVCM has full power and authority to manage the business and affairs of PVCP III, including the power to vote and dispose of the shares of Common Stock of CBR held by PVCP III. PVCM is managed by its two Managing Partners, Hugh Pemberton and Diane Kovac, who act jointly in exercising such power.
Level 3 — Selling Stockholder (Record Holder):
Pinnacle Vista Capital Partners III, LP (Delaware limited partnership) 900 Park Avenue, 38th Floor, New York, New York 10021
PVCP III is the record holder of 62,000,000 shares of Common Stock of CBR, representing approximately 62.0% of the pre-IPO fully diluted shares outstanding. PVCP III is a private equity fund (2016 vintage) with approximately $4.8 billion of committed capital and is part of the Pinnacle Vista family of funds.
Chain of Control Summary:
Hugh Pemberton & Diane Kovac (natural persons) → Pinnacle Vista Capital Management LLC (general partner, Delaware LLC) → Pinnacle Vista Capital Partners III, LP (Selling Stockholder, Delaware LP; record holder of 62,000,000 shares of Common Stock)
Each of Hugh Pemberton and Diane Kovac disclaims beneficial ownership of the shares of Common Stock held by PVCP III except to the extent of his or her respective pecuniary interest therein.
Schedule C — List of FINRA Member Affiliations (if any)
Please identify any FINRA member firms with which the Selling Stockholder or any of its affiliates, officers, directors, general partners, managing members, or associated persons are associated or affiliated. For each such affiliation, provide the information requested below:
If no FINRA member affiliations exist, state "None."
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Schedule D — Material Agreements with the Company
The following is a list of all material agreements, arrangements, or understandings between Pinnacle Vista Capital Partners III, LP (or its affiliates, including Pinnacle Vista Capital Management LLC) and Calloway-Briggs Renewables Inc. (or any of its subsidiaries or affiliates) that are currently in effect or that are expected to be entered into in connection with the IPO:
1. Existing Stockholders' Agreement
Parties: CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs.
Description: Governs the rights and obligations of the stockholders with respect to governance, transfer restrictions, board designation rights, standstill provisions, and information rights. The Existing Stockholders' Agreement will be amended and restated in its entirety upon the closing of the IPO as the Amended and Restated Stockholders' Agreement.
Status: Currently in effect; to be amended and restated upon IPO closing.
2. Registration Rights Agreement
Parties: CBR and Pinnacle Vista Capital Partners III, LP.
Description: Provides the Selling Stockholder with demand registration rights, piggyback registration rights, and S-3 shelf registration rights with respect to shares of Common Stock held by the Selling Stockholder. Includes customary provisions regarding underwriter cutback, holdback, indemnification, and expense reimbursement.
Status: Currently in effect; expected to continue in effect following the IPO.
3. Management-Services Agreement
Parties: CBR and Pinnacle Vista Capital Management LLC.
Description: Pursuant to the Management-Services Agreement, PVCM provides certain management, consulting, and advisory services to CBR in exchange for an annual fee of $2,400,000. The Management-Services Agreement was entered into in connection with the Selling Stockholder's initial investment in CBR in 2017.
Status: Currently in effect. The Management-Services Agreement will terminate upon the closing of the IPO, and no termination fee will be payable.
4. Board Designation Arrangements
Parties: CBR, Pinnacle Vista Capital Partners III, LP (acting through Pinnacle Vista Capital Management LLC).
Description: Hugh Pemberton and Diane Kovac serve as non-independent directors of CBR designated by the Selling Stockholder. Board designation rights are governed by the Existing Stockholders' Agreement (and will be governed by the A&R Stockholders' Agreement upon IPO closing), subject to the step-down schedule described in Section 12.1 of this questionnaire.
Status: Currently in effect; will continue following the IPO subject to ownership step-down thresholds.
5. Lock-Up Agreement
Parties: The Selling Stockholder and the underwriters (represented by Hargrove Keating & Co., as lead-left book-runner).
Description: Provides for a 180-day lock-up period following the date of the final prospectus, restricting the Selling Stockholder's ability to sell, transfer, or otherwise dispose of shares of Common Stock during the Lock-Up Period, subject to certain customary carve-outs. The material terms of the Lock-Up Agreement are described in Section 17 of this questionnaire.
Status: To be entered into at or prior to the pricing of the Offering.
6. Custody Agreement
Parties: The Selling Stockholder and Hargrove Keating & Co.
Description: Provides for the custody of the Secondary Shares with Hargrove Keating & Co. during the Offering period. The Custody Agreement will contain customary provisions regarding the holding, release, and delivery of the Secondary Shares in connection with the closing of the Offering.
Status: To be entered into prior to the closing of the Offering.
7. Power of Attorney
Parties: The Selling Stockholder (as grantor) and designated attorneys-in-fact.
Description: The Selling Stockholder will execute a power of attorney appointing one or more attorneys-in-fact for the purpose of executing and delivering the underwriting agreement, the pricing agreement, and related documents on behalf of the Selling Stockholder in connection with the Offering. The power of attorney will be irrevocable and coupled with an interest.
Status: To be executed prior to the pricing of the Offering.
End of Selling Stockholder Questionnaire
C&H Matter No. 1015-00001
Prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022. For questions regarding this questionnaire, please contact Brendan Walsh at (212) 558-4000 or walshb@calderwoodharkness.com.
Role | Underwriter | Approximate Allocation (%)
Lead-Left Book-Runner | Hargrove Keating & Co. | 40%
Joint Book-Runner | Linden Pratt Securities LLC | 25%
Joint Book-Runner | Graymont Brothers Inc. | 20%
Co-Manager | Barfield Stuart & Co. | 10%
Co-Manager | Crane Whitley Capital LLC | 5%
Description | Number of Shares | Percentage of Pre-IPO Outstanding | Percentage of Post-IPO Outstanding (Base) | Percentage of Post-IPO Outstanding (Full Overallotment)
Shares beneficially owned before Offering | 62,000,000 | 62.0% | — | —
Shares to be sold in Offering (base) | 6,818,182 | — | — | —
Shares beneficially owned after Offering (base, no overallotment exercise) | 55,181,818 | — | 44.6% | —
Shares beneficially owned after Offering (full overallotment exercise) | [To be calculated](1) | — | — | [To be calculated](2)
Name of Person/Entity | FINRA Member Firm | Nature of Affiliation | CRD Number (if applicable)
_____ | _____ | _____ | _____
_____ | _____ | _____ | _____
_____ | _____ | _____ | _____

SELLING STOCKHOLDER QUESTIONNAIRE

INTRODUCTORY INSTRUCTIONS

Record

Parties

Dates

Amounts