1015-00001 · Graymont Brothers Inc · Transaction Documents/Underwriting

form-of-lock-up-agreement.docx DOCUMENT Capital Markets

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FORM OF LOCK-UP AGREEMENT

In connection with the proposed initial public offering of common stock of Calloway-Briggs Renewables Inc.

Reference is made to the Underwriting Agreement among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP (as selling stockholder), and the several underwriters named therein, for which Hargrove Keating & Co. is acting as representative of the several underwriters.

This is a form agreement to be executed by each lock-up party individually.

Hargrove Keating & Co. As Representative of the Several Underwriters 383 Madison Place New York, NY 10017

Ladies and Gentlemen:

The undersigned (the "Undersigned") understands that Hargrove Keating & Co. (the "Representative") proposes to enter into an underwriting agreement (the "Underwriting Agreement") with Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder"), providing for the initial public offering (the "Offering") by the several underwriters named in the Underwriting Agreement (the "Underwriters"), for whom the Representative is acting as representative, of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission"). The Common Stock is proposed to be listed for trading on the New York Stock Exchange under the ticker symbol "CBRI."

The Undersigned understands that the Underwriting Agreement is to be entered into among the Company, the Selling Stockholder, and the several Underwriters named therein, for which the Representative is acting as representative of the several Underwriters.

The Undersigned further understands that the Representative and the Company are relying on this lock-up agreement (this "Lock-Up Agreement") as a material inducement to enter into the Underwriting Agreement, and that the willingness of the Underwriters to purchase and make a market in the shares of Common Stock to be sold in the Offering depends, in significant part, on the execution and delivery of this Lock-Up Agreement.

The Undersigned is a [director][executive officer][holder of 1% or more of the pre-IPO outstanding Common Stock] of the Company and, as such, will derive substantial benefit from the consummation of the Offering. In consideration of the foregoing, and in consideration of the Underwriters' agreement to purchase and offer shares of Common Stock in the Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Undersigned hereby agrees as follows:

Section 1. Definitions

As used in this Lock-Up Agreement, the following terms shall have the meanings set forth below:

"Change of Control" means (a) any merger, consolidation, or other business combination pursuant to which the stockholders of the Company immediately prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity immediately following the consummation of such transaction; (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or entity other than the Company or any of its wholly-owned subsidiaries; or (c) the acquisition by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the total voting power of the Company's outstanding voting securities, other than acquisitions by the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries.

"Common Stock" means the shares of common stock, par value $0.01 per share, of the Company.

"Company" means Calloway-Briggs Renewables Inc., a Delaware corporation.

"Final Prospectus" means the final prospectus relating to the Offering, as filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act").

"Lock-Up Period" means the period beginning on the date of the Final Prospectus and ending at 11:59 p.m. (New York City time) on the date that is 180 days after the date of the Final Prospectus.

"Lock-Up Securities" means (a) shares of Common Stock, (b) securities convertible into or exchangeable for Common Stock, (c) options, warrants, or rights to acquire Common Stock or securities convertible into or exchangeable for Common Stock, and (d) any other securities of the Company, in each case held by the Undersigned as of the date hereof or hereafter acquired during the Lock-Up Period, including, without limitation, securities acquired pursuant to the exercise of options or warrants, conversion of convertible securities, vesting of restricted stock units or similar equity awards, or otherwise. For the avoidance of doubt, the term "Lock-Up Securities" includes all securities of the Company beneficially owned (as defined under Rule 13d-3 of the Exchange Act) by the Undersigned, whether or not such securities are held of record by the Undersigned.

"Representative" means Hargrove Keating & Co., acting as representative of the several Underwriters.

"Transfer" means, with respect to any Lock-Up Securities, any sale, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase, short sale (including, without limitation, any short sale "against the box"), or other disposition (as defined in Rule 902(h) under the Securities Act), directly or indirectly, or the filing (or participation in the filing) of a registration statement under the Securities Act with respect to any Lock-Up Securities, or the establishment or increase of a put equivalent position or the liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, or any public announcement of the intention to make any Transfer. The term "Transfer" shall also include, without limitation, any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this definition is to be settled by delivery of Lock-Up Securities, in cash, or otherwise.

"Underwriting Agreement" means the Underwriting Agreement to be entered into among the Company, the Selling Stockholder, and the several Underwriters named therein, for which the Representative is acting as representative.

Section 2. Lock-Up Restrictions

2.1 General Restriction.

The Undersigned hereby agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative (which consent may be withheld in the Representative's sole and absolute discretion), directly or indirectly, Transfer any Lock-Up Securities. Without limiting the generality of the foregoing, the Undersigned agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative, make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities under the Securities Act, whether pursuant to any registration rights agreement or otherwise. The Undersigned further agrees not to publicly disclose the intention to make any Transfer that would violate or be inconsistent with the provisions of this Lock-Up Agreement.

2.2 Permitted Transfers.

Notwithstanding the restrictions set forth in Section 2.1 above, the restrictions contained in this Lock-Up Agreement shall not apply to the following Transfers (each, a "Permitted Transfer"), provided that, except as otherwise noted below, (i) in the case of any Permitted Transfer described in clauses (a), (b), (d), (f), and (g) below, the transferee (other than the Company) shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement (with appropriate conforming changes) covering the remaining portion of the Lock-Up Period, and (ii) no filing by any party (whether the transferor or the transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period (other than a filing on Form 5 made after the expiration of the Lock-Up Period, or a filing that clearly indicates in the footnotes thereto that the Transfer is being made pursuant to the circumstances described in the applicable clause below and that the shares remain subject to the restrictions of a lock-up agreement):

(a) Transfers to Affiliates. Transfers by the Undersigned to any affiliate (as defined in Rule 405 under the Securities Act) of the Undersigned, including, without limitation, any entity that directly or indirectly controls, is controlled by, or is under common control with, the Undersigned. For purposes of this clause (a), the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

(b) Estate-Planning Transfers. Transfers by the Undersigned (i) by bona fide gift, (ii) to any member of the Undersigned's immediate family (which shall include, for purposes of this Lock-Up Agreement, any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin), (iii) to any trust established for the direct or indirect benefit of the Undersigned or a member of the Undersigned's immediate family, (iv) to a partnership, limited liability company, or other entity of which the Undersigned and/or members of the Undersigned's immediate family are the legal and beneficial owner(s) of all of the outstanding equity interests, or (v) by will or intestate succession upon the death of the Undersigned. For the avoidance of doubt, any Transfer pursuant to this clause (b) shall be subject to the requirement that the transferee execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, except that no such lock-up agreement shall be required in the case of a Transfer by will or intestate succession upon the death of the Undersigned, provided that the securities received by the transferee shall remain subject to the restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period.

(c) Establishment of 10b5-1 Trading Plans. The establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Lock-Up Securities; provided, however, that (i) such plan does not provide for the Transfer of Lock-Up Securities during the Lock-Up Period, and (ii) no public announcement or filing under the Exchange Act regarding the establishment of such plan is made or required during the Lock-Up Period. For the avoidance of doubt, no Transfer of Lock-Up Securities may be made pursuant to any such trading plan during the Lock-Up Period.

(d) Pledges to Lenders. Transfers by the Undersigned of Lock-Up Securities as collateral or security for a bona fide loan or other extension of credit from a nationally recognized financial institution in a transaction where no transfer of beneficial ownership in such Lock-Up Securities is contemplated at the time of the pledge; provided that (i) any foreclosure or other similar action with respect to such pledged Lock-Up Securities during the Lock-Up Period shall require the prior written consent of the Representative, and (ii) no public announcement or filing under the Exchange Act (other than any filing on Form 4 that may be required under applicable law) is made or required in connection with such pledge during the Lock-Up Period. The Undersigned acknowledges and agrees that the pledgee or lending institution shall be subject to the restrictions of this Lock-Up Agreement with respect to the pledged Lock-Up Securities for the duration of the Lock-Up Period.

(e) Sales in the Offering. Transfers of shares of Common Stock by the Undersigned to the Underwriters in the Offering pursuant to the terms and conditions of the Underwriting Agreement. This clause (e) shall be applicable solely to the Selling Stockholder, and no requirement for the execution of additional lock-up agreements shall apply to such Transfer.

(f) Exercise of Options and Warrants. The exercise of outstanding stock options, warrants, or other rights to acquire shares of Common Stock granted under the Company's equity incentive plans or otherwise, including the exercise by way of net exercise or cashless exercise, and any Transfer to the Company for the purpose of paying the exercise price of such options, warrants, or other rights or satisfying tax withholding obligations arising in connection with such exercise or conversion; provided that the shares of Common Stock received upon such exercise or conversion shall remain subject to the restrictions set forth in this Lock-Up Agreement for the remainder of the Lock-Up Period, and provided further that no filing under Section 16(a) of the Exchange Act shall be required or voluntarily made during the Lock-Up Period in connection with such exercise (other than a filing on Form 4 that clearly indicates in the footnotes thereto that (x) the filing relates to the exercise of a stock option, warrant, or other right and (y) the shares of Common Stock received upon such exercise remain subject to the restrictions of a lock-up agreement).

(g) Vesting of Restricted Stock Units. The receipt by the Undersigned of shares of Common Stock upon the vesting of restricted stock units, performance stock units, or similar equity awards granted under the Company's 2022 Omnibus Equity Incentive Plan or any predecessor plan thereof, including any Transfer to the Company for the sole purpose of satisfying tax withholding obligations arising in connection with such vesting; provided that the shares of Common Stock received upon such vesting shall remain subject to the restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and provided further that any filing under Section 16(a) of the Exchange Act that may be required in connection with such vesting clearly indicates in the footnotes thereto that the shares received remain subject to the restrictions of a lock-up agreement.

(h) Transactions Pursuant to a Change of Control. Transfers in connection with a Change of Control, including, without limitation, any tender offer, merger, consolidation, or other similar transaction involving a Change of Control of the Company that has been approved by the Board of Directors of the Company; provided that in the event the Change of Control transaction is not completed, the Lock-Up Securities held by the Undersigned shall remain subject to the restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period. No requirement for the execution of additional lock-up agreements shall apply to any Transfer made pursuant to this clause (h).

Section 3. Early Release

3.1 Release by Consent of the Representative.

The Representative may, in its sole and absolute discretion, at any time and from time to time during the Lock-Up Period, release all or any portion of the Lock-Up Securities from the restrictions of this Lock-Up Agreement. Any such release shall be effective upon delivery of written notice from the Representative to the Company and the Undersigned (or, if earlier, upon the date specified in such notice). The Representative shall provide the Company with notice of any impending release or waiver of the restrictions set forth herein at least three (3) business days before the effective date of such release or waiver. The Company shall, upon receipt of such notice and at least two (2) business days before the effective date of such release or waiver, announce the impending release or waiver by press release through a major news service (including through the Commission's Electronic Data Gathering, Analysis, and Retrieval system, as applicable). The provisions of this Section 3.1 are intended to ensure that information about any release or waiver of lock-up restrictions is disseminated to the market in a timely manner.

3.2 Automatic Release upon Change of Control.

If a Change of Control occurs during the Lock-Up Period, the restrictions of this Lock-Up Agreement shall automatically and immediately terminate and be of no further force or effect upon the closing of such Change of Control transaction, and no further action by the Representative, the Company, or the Undersigned shall be required to effectuate such termination. For the avoidance of doubt, this Section 3.2 shall not limit the ability of the Undersigned to make Transfers pursuant to Section 2.2(h) prior to the closing of a Change of Control transaction.

3.3 Pro Rata Release.

If the Representative releases or waives the lock-up restrictions imposed on Lock-Up Securities held by any officer, director, or holder of 1% or more of the Company's pre-IPO outstanding Common Stock (other than a release or waiver made pursuant to Section 2.2 or made to facilitate customary estate-planning transactions), the Representative shall, on a pro rata basis (based on the number of Lock-Up Securities held by each such person or entity relative to the aggregate number of Lock-Up Securities subject to substantially similar lock-up agreements), provide a corresponding release or waiver to all other holders subject to substantially similar lock-up agreements entered into in connection with the Offering, to the extent practicable and consistent with the terms of such other lock-up agreements. For purposes of this Section 3.3, a "pro rata" release means a release of Lock-Up Securities in the same proportion as the release or waiver granted to the officer, director, or holder that triggered the application of this Section 3.3.

Section 4. Representations and Warranties of the Undersigned

The Undersigned hereby represents and warrants to the Representative and each of the other Underwriters as follows:

(a) The Undersigned has full right, power, and authority to enter into this Lock-Up Agreement. If the Undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of this Lock-Up Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other action, as applicable, on the part of the Undersigned, and no further consent or approval of any person is required in connection therewith.

(b) This Lock-Up Agreement has been duly authorized, executed, and delivered by the Undersigned and constitutes the valid and legally binding obligation of the Undersigned, enforceable against the Undersigned in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding in equity or at law).

(c) The execution, delivery, and performance by the Undersigned of this Lock-Up Agreement does not and will not (i) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument or arrangement to which the Undersigned is a party or by which the Undersigned or any of the Undersigned's Lock-Up Securities are bound or subject, (ii) if the Undersigned is an entity, result in any violation of the provisions of the organizational or governing documents of the Undersigned, or (iii) result in a violation of any statute, rule, regulation, order, judgment, or decree of any court or governmental agency or body having jurisdiction over the Undersigned or any of the Undersigned's Lock-Up Securities.

(d) The Undersigned now has, and for the duration of the Lock-Up Period will have, good and valid title to the Undersigned's Lock-Up Securities, free and clear of all liens, encumbrances, security interests, claims, charges, equities, and restrictions of any kind or nature, except for (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions imposed by this Lock-Up Agreement, and (iii) liens or encumbrances permitted by Section 2.2(d) hereof.

Section 5. Stop-Transfer Instructions

The Undersigned agrees and consents to the entry of stop-transfer instructions with the Company's transfer agent, Continental Shareowner Services, Inc. (the "Transfer Agent"), and the placement of restrictive legends on the certificates (or book-entry notations, as applicable) representing the Lock-Up Securities, in each case to give effect to the restrictions set forth in this Lock-Up Agreement. The Company and the Transfer Agent are hereby irrevocably authorized and instructed to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The Undersigned agrees that the Company may instruct the Transfer Agent to impose such restrictions on the Lock-Up Securities as the Company deems necessary or appropriate to carry out the purposes and intent of this Lock-Up Agreement, including, without limitation, the placement of the following legend (or a substantially similar legend) on any certificates or book-entry statements representing Lock-Up Securities:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF [DATE], BETWEEN THE HOLDER OF SUCH SHARES AND HARGROVE KEATING & CO., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF CALLOWAY-BRIGGS RENEWABLES INC. AND WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Upon the expiration of the Lock-Up Period (or earlier termination of this Lock-Up Agreement in accordance with the terms hereof, including pursuant to Section 3.2 or Section 6), the Company shall promptly (and in any event within three (3) business days of such expiration or termination) instruct the Transfer Agent to remove any stop-transfer instructions, restrictive legends, or other restrictions imposed on the Lock-Up Securities pursuant to this Section 5. The Undersigned acknowledges and agrees that the Company and the Transfer Agent shall be entitled to rely conclusively on the instructions of the Representative in administering and enforcing the restrictions contemplated by this Section 5.

Section 6. No Obligation to Consummate the Offering

The Undersigned acknowledges and agrees that the Company, the Selling Stockholder, and the Underwriters are under no obligation to file or amend the Registration Statement, to consummate the Offering, or to enter into the Underwriting Agreement. The Undersigned further acknowledges that the decision to proceed with the Offering, and the timing of such Offering, shall be at the sole discretion of the Company and the Representative. If (a) the Underwriting Agreement is not executed on or before December 31, 2025 (or such later date as may be agreed upon in writing by the Company and the Representative), or (b) the Underwriting Agreement (other than those provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the shares of Common Stock to be sold thereunder, then this Lock-Up Agreement shall automatically terminate and shall thereupon be of no further force or effect, and no party hereto shall have any further rights or obligations hereunder. For the avoidance of doubt, if the Offering is not consummated for any reason, this Lock-Up Agreement shall have no continuing effect, and all stop-transfer instructions and restrictive legends imposed pursuant to Section 5 hereof shall be promptly removed.

Section 7. Binding Effect; Successors and Assigns

This Lock-Up Agreement and all of the provisions hereof shall be binding upon the Undersigned and the Undersigned's heirs, executors, administrators, legal representatives, successors, and assigns. This Lock-Up Agreement shall inure to the benefit of the Representative, each of the other Underwriters, the Company, and their respective successors and assigns. Any transferee receiving Lock-Up Securities pursuant to a Permitted Transfer under Section 2.2 hereof (other than pursuant to Section 2.2(e) and Section 2.2(h)) who is required to execute a lock-up agreement pursuant to the terms of Section 2.2 shall be bound by the same terms and conditions as the Undersigned hereunder for the remaining duration of the Lock-Up Period. The Undersigned acknowledges that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon the agreements of the Undersigned hereunder, and that each of the Underwriters is an intended third-party beneficiary of this Lock-Up Agreement.

Section 8. Governing Law; Jurisdiction

This Lock-Up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, in any action, suit, or proceeding arising out of or relating to this Lock-Up Agreement or any of the transactions contemplated hereby, and each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such action, suit, or proceeding in any such court and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum or that such court lacks jurisdiction or is an otherwise improper venue. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 9. Waiver of Jury Trial

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LOCK-UP AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LOCK-UP AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.

Section 10. Entire Agreement; Amendments

This Lock-Up Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to such subject matter. This Lock-Up Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument executed by the Undersigned and the Representative. No waiver of any provision of this Lock-Up Agreement shall be effective unless such waiver is set forth in a written instrument executed by the party against whom enforcement of such waiver is sought. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 11. Severability

If any provision of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Lock-Up Agreement, and the remaining provisions shall continue in full force and effect. In such event, the parties shall negotiate in good faith to agree upon a valid and enforceable substitute provision that most nearly achieves the intent and economic effect of the invalid, illegal, or unenforceable provision. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law that renders any provision of this Lock-Up Agreement prohibited or unenforceable in any respect.

Section 12. Remedies

The Undersigned acknowledges and agrees that the Representative and the Underwriters would be irreparably harmed by any violation or threatened violation of this Lock-Up Agreement and that money damages would not be a sufficient remedy for any such breach. Accordingly, in the event of any breach or threatened breach by the Undersigned of any provision of this Lock-Up Agreement, the Representative shall be entitled to seek and obtain specific performance, injunctive relief, and any other equitable remedy available from any court of competent jurisdiction (including any court identified in Section 8 hereof), in each case without the necessity of proving actual damages or posting any bond or other security. Such equitable remedies shall be in addition to, and not in lieu of, any other remedies that may be available to the Representative or the Underwriters at law or in equity, including, without limitation, the right to seek money damages. The Undersigned further agrees that the Undersigned shall reimburse the Representative for all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by the Representative in connection with the enforcement of this Lock-Up Agreement.

Section 13. Counterparts; Electronic Signatures

This Lock-Up Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Lock-Up Agreement by facsimile transmission or by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signatures and Records Act) shall be equally as effective as delivery of an original executed counterpart of this Lock-Up Agreement. Electronic signatures complying with applicable law shall be deemed original signatures for all purposes of this Lock-Up Agreement and shall be sufficient to bind the parties hereto.

Section 14. Notices

All notices, requests, consents, demands, and other communications required or permitted to be given under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with written confirmation of receipt by the recipient, which may include an automatic read receipt), or (c) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery), in each case to the parties at the following addresses (or to such other address as any party may designate in writing from time to time in accordance with this Section 14):

If to the Representative:

Hargrove Keating & Co. 383 Madison Place New York, NY 10017

Attention: Oliver Marchetti, Managing Director, Equity Capital Markets

Email: omarchetti@hargovekeating.com

with a copy (which shall not constitute notice) to:

Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, NY 10020

Attention: Margaret Yee

Email: myee@pdylaw.com

If to the Company:

Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

Attention: Sandra Haverford, General Counsel & Corporate Secretary

Email: shaverford@calloway-briggsrenewables.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Jennifer Kwon

Email: jkwon@calderwoodharkness.com

If to the Undersigned:

At the address, and to the attention of the person, set forth on the signature page hereto, or to such other address as the Undersigned may designate in writing from time to time in accordance with this Section 14.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Undersigned a counterpart hereof, and this Lock-Up Agreement shall constitute a binding agreement between the Undersigned and the Representative.

[Signature Page Follows]

SIGNATURE PAGE TO LOCK-UP AGREEMENT

Very truly yours,

________________________________________

Signature of the Undersigned

Printed Name: ________

Title (if applicable): ________

Address: ________

________________________________________

Email: ________

Date: ________

Number of shares of Common Stock beneficially owned as of the date hereof: ________

Number of shares of Common Stock subject to outstanding options, warrants, or other rights as of the date hereof: ________

Accepted and Agreed:

HARGROVE KEATING & CO., as Representative of the Several Underwriters

By: ________

Name: Oliver Marchetti

Title: Managing Director, Equity Capital Markets

Date: ________

SCHEDULE A

LOCK-UP PARTIES

(For Reference Purposes Only — Each Lock-Up Party Executes an Individual Lock-Up Agreement)

Note: This Schedule A is provided for reference purposes only. Each lock-up party listed below is required to execute a separate, individual Lock-Up Agreement in substantially the form to which this schedule is attached. The inclusion of any person or entity on this schedule does not, by itself, constitute the execution of a Lock-Up Agreement by such person or entity.

Directors.

Executive Officers (Other Than Directors Listed Above)

Holders of 1% or More of Pre-IPO Outstanding Common Stock (Other Than Individuals Listed Above)

\* Garrett Calloway and Elaine Briggs are listed here to the extent their individual beneficial ownership (exclusive of any ownership attributed through entities for which they are separately listed as directors or executive officers) meets the 1% threshold.

Total Identified Lock-Up Parties: Approximately 18 persons/entities.

Note Regarding Execution Status (as of June 17, 2022): As of June 17, 2022, the date on which the Offering was placed in dormant status, fifteen (15) of the eighteen (18) identified lock-up parties had executed and returned the Lock-Up Agreement in substantially the form set forth above. Three (3) lock-up parties remained outstanding. The Company and the Representative expect to obtain executed Lock-Up Agreements from all remaining lock-up parties prior to the resumption of the Offering process.

[End of Schedule A]

[End of Form of Lock-Up Agreement]

Name	Title / Role	Status
Garrett Calloway	Co-Founder, Chairman & Chief Executive Officer	Director; Executive Officer; ≥1% Holder
Elaine Briggs	Co-Founder & President, Development	Director; Executive Officer; ≥1% Holder
Hugh Pemberton	Director (Pinnacle Vista Capital Partners III, LP designee)	Director
Diane Kovac	Director (Pinnacle Vista Capital Partners III, LP designee)	Director
Warren Okoro	Independent Director	Director
Catherine Liang	Independent Director	Director
Richard Estavez	Independent Director	Director
Name	Title / Role	Status
Marcus Yoon	Chief Financial Officer	Executive Officer
Sandra Haverford	General Counsel & Corporate Secretary	Executive Officer
Dale Renfroe	Chief Operating Officer	Executive Officer
Priya Anand	Senior Vice President, Finance & Treasurer	Executive Officer
Tomás Quintero	Senior Vice President, Project Development	Executive Officer
Rachel Whitmore	Chief People Officer	Executive Officer
Name / Entity	Approximate Shares Held	Approximate % Ownership	Status
Pinnacle Vista Capital Partners III, LP	62,000,000 shares	~62%	≥1% Holder; Selling Stockholder
Garrett Calloway (individually)*	As set forth in the Registration Statement	As set forth in the Registration Statement	≥1% Holder (to the extent not already listed as a director/officer above)
Elaine Briggs (individually)*	As set forth in the Registration Statement	As set forth in the Registration Statement	≥1% Holder (to the extent not already listed as a director/officer above)
Any other holders meeting the 1% threshold	As identified by the Company	As identified by the Company	≥1% Holder

FORM OF LOCK-UP AGREEMENT
In connection with the proposed initial public offering of common stock of Calloway-Briggs Renewables Inc.
Reference is made to the Underwriting Agreement among Calloway-Briggs Renewables Inc., Pinnacle Vista Capital Partners III, LP (as selling stockholder), and the several underwriters named therein, for which Hargrove Keating & Co. is acting as representative of the several underwriters.
This is a form agreement to be executed by each lock-up party individually.
Hargrove Keating & Co. As Representative of the Several Underwriters 383 Madison Place New York, NY 10017
Ladies and Gentlemen:
The undersigned (the "Undersigned") understands that Hargrove Keating & Co. (the "Representative") proposes to enter into an underwriting agreement (the "Underwriting Agreement") with Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder"), providing for the initial public offering (the "Offering") by the several underwriters named in the Underwriting Agreement (the "Underwriters"), for whom the Representative is acting as representative, of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission"). The Common Stock is proposed to be listed for trading on the New York Stock Exchange under the ticker symbol "CBRI."
The Undersigned understands that the Underwriting Agreement is to be entered into among the Company, the Selling Stockholder, and the several Underwriters named therein, for which the Representative is acting as representative of the several Underwriters.
The Undersigned further understands that the Representative and the Company are relying on this lock-up agreement (this "Lock-Up Agreement") as a material inducement to enter into the Underwriting Agreement, and that the willingness of the Underwriters to purchase and make a market in the shares of Common Stock to be sold in the Offering depends, in significant part, on the execution and delivery of this Lock-Up Agreement.
The Undersigned is a [director][executive officer][holder of 1% or more of the pre-IPO outstanding Common Stock] of the Company and, as such, will derive substantial benefit from the consummation of the Offering. In consideration of the foregoing, and in consideration of the Underwriters' agreement to purchase and offer shares of Common Stock in the Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Undersigned hereby agrees as follows:
Section 1. Definitions
As used in this Lock-Up Agreement, the following terms shall have the meanings set forth below:
"Change of Control" means (a) any merger, consolidation, or other business combination pursuant to which the stockholders of the Company immediately prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity immediately following the consummation of such transaction; (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or entity other than the Company or any of its wholly-owned subsidiaries; or (c) the acquisition by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the total voting power of the Company's outstanding voting securities, other than acquisitions by the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries.
"Common Stock" means the shares of common stock, par value $0.01 per share, of the Company.
"Company" means Calloway-Briggs Renewables Inc., a Delaware corporation.
"Final Prospectus" means the final prospectus relating to the Offering, as filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act").
"Lock-Up Period" means the period beginning on the date of the Final Prospectus and ending at 11:59 p.m. (New York City time) on the date that is 180 days after the date of the Final Prospectus.
"Lock-Up Securities" means (a) shares of Common Stock, (b) securities convertible into or exchangeable for Common Stock, (c) options, warrants, or rights to acquire Common Stock or securities convertible into or exchangeable for Common Stock, and (d) any other securities of the Company, in each case held by the Undersigned as of the date hereof or hereafter acquired during the Lock-Up Period, including, without limitation, securities acquired pursuant to the exercise of options or warrants, conversion of convertible securities, vesting of restricted stock units or similar equity awards, or otherwise. For the avoidance of doubt, the term "Lock-Up Securities" includes all securities of the Company beneficially owned (as defined under Rule 13d-3 of the Exchange Act) by the Undersigned, whether or not such securities are held of record by the Undersigned.
"Representative" means Hargrove Keating & Co., acting as representative of the several Underwriters.
"Transfer" means, with respect to any Lock-Up Securities, any sale, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase, short sale (including, without limitation, any short sale "against the box"), or other disposition (as defined in Rule 902(h) under the Securities Act), directly or indirectly, or the filing (or participation in the filing) of a registration statement under the Securities Act with respect to any Lock-Up Securities, or the establishment or increase of a put equivalent position or the liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, or any public announcement of the intention to make any Transfer. The term "Transfer" shall also include, without limitation, any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this definition is to be settled by delivery of Lock-Up Securities, in cash, or otherwise.
"Underwriting Agreement" means the Underwriting Agreement to be entered into among the Company, the Selling Stockholder, and the several Underwriters named therein, for which the Representative is acting as representative.
Section 2. Lock-Up Restrictions
2.1 General Restriction.
The Undersigned hereby agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative (which consent may be withheld in the Representative's sole and absolute discretion), directly or indirectly, Transfer any Lock-Up Securities. Without limiting the generality of the foregoing, the Undersigned agrees that, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative, make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities under the Securities Act, whether pursuant to any registration rights agreement or otherwise. The Undersigned further agrees not to publicly disclose the intention to make any Transfer that would violate or be inconsistent with the provisions of this Lock-Up Agreement.
2.2 Permitted Transfers.
Notwithstanding the restrictions set forth in Section 2.1 above, the restrictions contained in this Lock-Up Agreement shall not apply to the following Transfers (each, a "Permitted Transfer"), provided that, except as otherwise noted below, (i) in the case of any Permitted Transfer described in clauses (a), (b), (d), (f), and (g) below, the transferee (other than the Company) shall execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement (with appropriate conforming changes) covering the remaining portion of the Lock-Up Period, and (ii) no filing by any party (whether the transferor or the transferee) under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period (other than a filing on Form 5 made after the expiration of the Lock-Up Period, or a filing that clearly indicates in the footnotes thereto that the Transfer is being made pursuant to the circumstances described in the applicable clause below and that the shares remain subject to the restrictions of a lock-up agreement):
(a) Transfers to Affiliates. Transfers by the Undersigned to any affiliate (as defined in Rule 405 under the Securities Act) of the Undersigned, including, without limitation, any entity that directly or indirectly controls, is controlled by, or is under common control with, the Undersigned. For purposes of this clause (a), the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
(b) Estate-Planning Transfers. Transfers by the Undersigned (i) by bona fide gift, (ii) to any member of the Undersigned's immediate family (which shall include, for purposes of this Lock-Up Agreement, any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin), (iii) to any trust established for the direct or indirect benefit of the Undersigned or a member of the Undersigned's immediate family, (iv) to a partnership, limited liability company, or other entity of which the Undersigned and/or members of the Undersigned's immediate family are the legal and beneficial owner(s) of all of the outstanding equity interests, or (v) by will or intestate succession upon the death of the Undersigned. For the avoidance of doubt, any Transfer pursuant to this clause (b) shall be subject to the requirement that the transferee execute and deliver to the Representative a lock-up agreement in substantially the form of this Lock-Up Agreement, except that no such lock-up agreement shall be required in the case of a Transfer by will or intestate succession upon the death of the Undersigned, provided that the securities received by the transferee shall remain subject to the restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period.
(c) Establishment of 10b5-1 Trading Plans. The establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Lock-Up Securities; provided, however, that (i) such plan does not provide for the Transfer of Lock-Up Securities during the Lock-Up Period, and (ii) no public announcement or filing under the Exchange Act regarding the establishment of such plan is made or required during the Lock-Up Period. For the avoidance of doubt, no Transfer of Lock-Up Securities may be made pursuant to any such trading plan during the Lock-Up Period.
(d) Pledges to Lenders. Transfers by the Undersigned of Lock-Up Securities as collateral or security for a bona fide loan or other extension of credit from a nationally recognized financial institution in a transaction where no transfer of beneficial ownership in such Lock-Up Securities is contemplated at the time of the pledge; provided that (i) any foreclosure or other similar action with respect to such pledged Lock-Up Securities during the Lock-Up Period shall require the prior written consent of the Representative, and (ii) no public announcement or filing under the Exchange Act (other than any filing on Form 4 that may be required under applicable law) is made or required in connection with such pledge during the Lock-Up Period. The Undersigned acknowledges and agrees that the pledgee or lending institution shall be subject to the restrictions of this Lock-Up Agreement with respect to the pledged Lock-Up Securities for the duration of the Lock-Up Period.
(e) Sales in the Offering. Transfers of shares of Common Stock by the Undersigned to the Underwriters in the Offering pursuant to the terms and conditions of the Underwriting Agreement. This clause (e) shall be applicable solely to the Selling Stockholder, and no requirement for the execution of additional lock-up agreements shall apply to such Transfer.
(f) Exercise of Options and Warrants. The exercise of outstanding stock options, warrants, or other rights to acquire shares of Common Stock granted under the Company's equity incentive plans or otherwise, including the exercise by way of net exercise or cashless exercise, and any Transfer to the Company for the purpose of paying the exercise price of such options, warrants, or other rights or satisfying tax withholding obligations arising in connection with such exercise or conversion; provided that the shares of Common Stock received upon such exercise or conversion shall remain subject to the restrictions set forth in this Lock-Up Agreement for the remainder of the Lock-Up Period, and provided further that no filing under Section 16(a) of the Exchange Act shall be required or voluntarily made during the Lock-Up Period in connection with such exercise (other than a filing on Form 4 that clearly indicates in the footnotes thereto that (x) the filing relates to the exercise of a stock option, warrant, or other right and (y) the shares of Common Stock received upon such exercise remain subject to the restrictions of a lock-up agreement).
(g) Vesting of Restricted Stock Units. The receipt by the Undersigned of shares of Common Stock upon the vesting of restricted stock units, performance stock units, or similar equity awards granted under the Company's 2022 Omnibus Equity Incentive Plan or any predecessor plan thereof, including any Transfer to the Company for the sole purpose of satisfying tax withholding obligations arising in connection with such vesting; provided that the shares of Common Stock received upon such vesting shall remain subject to the restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and provided further that any filing under Section 16(a) of the Exchange Act that may be required in connection with such vesting clearly indicates in the footnotes thereto that the shares received remain subject to the restrictions of a lock-up agreement.
(h) Transactions Pursuant to a Change of Control. Transfers in connection with a Change of Control, including, without limitation, any tender offer, merger, consolidation, or other similar transaction involving a Change of Control of the Company that has been approved by the Board of Directors of the Company; provided that in the event the Change of Control transaction is not completed, the Lock-Up Securities held by the Undersigned shall remain subject to the restrictions of this Lock-Up Agreement for the remainder of the Lock-Up Period. No requirement for the execution of additional lock-up agreements shall apply to any Transfer made pursuant to this clause (h).
Section 3. Early Release
3.1 Release by Consent of the Representative.
The Representative may, in its sole and absolute discretion, at any time and from time to time during the Lock-Up Period, release all or any portion of the Lock-Up Securities from the restrictions of this Lock-Up Agreement. Any such release shall be effective upon delivery of written notice from the Representative to the Company and the Undersigned (or, if earlier, upon the date specified in such notice). The Representative shall provide the Company with notice of any impending release or waiver of the restrictions set forth herein at least three (3) business days before the effective date of such release or waiver. The Company shall, upon receipt of such notice and at least two (2) business days before the effective date of such release or waiver, announce the impending release or waiver by press release through a major news service (including through the Commission's Electronic Data Gathering, Analysis, and Retrieval system, as applicable). The provisions of this Section 3.1 are intended to ensure that information about any release or waiver of lock-up restrictions is disseminated to the market in a timely manner.
3.2 Automatic Release upon Change of Control.
If a Change of Control occurs during the Lock-Up Period, the restrictions of this Lock-Up Agreement shall automatically and immediately terminate and be of no further force or effect upon the closing of such Change of Control transaction, and no further action by the Representative, the Company, or the Undersigned shall be required to effectuate such termination. For the avoidance of doubt, this Section 3.2 shall not limit the ability of the Undersigned to make Transfers pursuant to Section 2.2(h) prior to the closing of a Change of Control transaction.
3.3 Pro Rata Release.
If the Representative releases or waives the lock-up restrictions imposed on Lock-Up Securities held by any officer, director, or holder of 1% or more of the Company's pre-IPO outstanding Common Stock (other than a release or waiver made pursuant to Section 2.2 or made to facilitate customary estate-planning transactions), the Representative shall, on a pro rata basis (based on the number of Lock-Up Securities held by each such person or entity relative to the aggregate number of Lock-Up Securities subject to substantially similar lock-up agreements), provide a corresponding release or waiver to all other holders subject to substantially similar lock-up agreements entered into in connection with the Offering, to the extent practicable and consistent with the terms of such other lock-up agreements. For purposes of this Section 3.3, a "pro rata" release means a release of Lock-Up Securities in the same proportion as the release or waiver granted to the officer, director, or holder that triggered the application of this Section 3.3.
Section 4. Representations and Warranties of the Undersigned
The Undersigned hereby represents and warrants to the Representative and each of the other Underwriters as follows:
(a) The Undersigned has full right, power, and authority to enter into this Lock-Up Agreement. If the Undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of this Lock-Up Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other action, as applicable, on the part of the Undersigned, and no further consent or approval of any person is required in connection therewith.
(b) This Lock-Up Agreement has been duly authorized, executed, and delivered by the Undersigned and constitutes the valid and legally binding obligation of the Undersigned, enforceable against the Undersigned in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding in equity or at law).
(c) The execution, delivery, and performance by the Undersigned of this Lock-Up Agreement does not and will not (i) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument or arrangement to which the Undersigned is a party or by which the Undersigned or any of the Undersigned's Lock-Up Securities are bound or subject, (ii) if the Undersigned is an entity, result in any violation of the provisions of the organizational or governing documents of the Undersigned, or (iii) result in a violation of any statute, rule, regulation, order, judgment, or decree of any court or governmental agency or body having jurisdiction over the Undersigned or any of the Undersigned's Lock-Up Securities.
(d) The Undersigned now has, and for the duration of the Lock-Up Period will have, good and valid title to the Undersigned's Lock-Up Securities, free and clear of all liens, encumbrances, security interests, claims, charges, equities, and restrictions of any kind or nature, except for (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions imposed by this Lock-Up Agreement, and (iii) liens or encumbrances permitted by Section 2.2(d) hereof.
Section 5. Stop-Transfer Instructions
The Undersigned agrees and consents to the entry of stop-transfer instructions with the Company's transfer agent, Continental Shareowner Services, Inc. (the "Transfer Agent"), and the placement of restrictive legends on the certificates (or book-entry notations, as applicable) representing the Lock-Up Securities, in each case to give effect to the restrictions set forth in this Lock-Up Agreement. The Company and the Transfer Agent are hereby irrevocably authorized and instructed to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The Undersigned agrees that the Company may instruct the Transfer Agent to impose such restrictions on the Lock-Up Securities as the Company deems necessary or appropriate to carry out the purposes and intent of this Lock-Up Agreement, including, without limitation, the placement of the following legend (or a substantially similar legend) on any certificates or book-entry statements representing Lock-Up Securities:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF [DATE], BETWEEN THE HOLDER OF SUCH SHARES AND HARGROVE KEATING & CO., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF CALLOWAY-BRIGGS RENEWABLES INC. AND WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE."
Upon the expiration of the Lock-Up Period (or earlier termination of this Lock-Up Agreement in accordance with the terms hereof, including pursuant to Section 3.2 or Section 6), the Company shall promptly (and in any event within three (3) business days of such expiration or termination) instruct the Transfer Agent to remove any stop-transfer instructions, restrictive legends, or other restrictions imposed on the Lock-Up Securities pursuant to this Section 5. The Undersigned acknowledges and agrees that the Company and the Transfer Agent shall be entitled to rely conclusively on the instructions of the Representative in administering and enforcing the restrictions contemplated by this Section 5.
Section 6. No Obligation to Consummate the Offering
The Undersigned acknowledges and agrees that the Company, the Selling Stockholder, and the Underwriters are under no obligation to file or amend the Registration Statement, to consummate the Offering, or to enter into the Underwriting Agreement. The Undersigned further acknowledges that the decision to proceed with the Offering, and the timing of such Offering, shall be at the sole discretion of the Company and the Representative. If (a) the Underwriting Agreement is not executed on or before December 31, 2025 (or such later date as may be agreed upon in writing by the Company and the Representative), or (b) the Underwriting Agreement (other than those provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the shares of Common Stock to be sold thereunder, then this Lock-Up Agreement shall automatically terminate and shall thereupon be of no further force or effect, and no party hereto shall have any further rights or obligations hereunder. For the avoidance of doubt, if the Offering is not consummated for any reason, this Lock-Up Agreement shall have no continuing effect, and all stop-transfer instructions and restrictive legends imposed pursuant to Section 5 hereof shall be promptly removed.
Section 7. Binding Effect; Successors and Assigns
This Lock-Up Agreement and all of the provisions hereof shall be binding upon the Undersigned and the Undersigned's heirs, executors, administrators, legal representatives, successors, and assigns. This Lock-Up Agreement shall inure to the benefit of the Representative, each of the other Underwriters, the Company, and their respective successors and assigns. Any transferee receiving Lock-Up Securities pursuant to a Permitted Transfer under Section 2.2 hereof (other than pursuant to Section 2.2(e) and Section 2.2(h)) who is required to execute a lock-up agreement pursuant to the terms of Section 2.2 shall be bound by the same terms and conditions as the Undersigned hereunder for the remaining duration of the Lock-Up Period. The Undersigned acknowledges that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon the agreements of the Undersigned hereunder, and that each of the Underwriters is an intended third-party beneficiary of this Lock-Up Agreement.
Section 8. Governing Law; Jurisdiction
This Lock-Up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, in any action, suit, or proceeding arising out of or relating to this Lock-Up Agreement or any of the transactions contemplated hereby, and each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such action, suit, or proceeding in any such court and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum or that such court lacks jurisdiction or is an otherwise improper venue. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Section 9. Waiver of Jury Trial
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LOCK-UP AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LOCK-UP AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.
Section 10. Entire Agreement; Amendments
This Lock-Up Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to such subject matter. This Lock-Up Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument executed by the Undersigned and the Representative. No waiver of any provision of this Lock-Up Agreement shall be effective unless such waiver is set forth in a written instrument executed by the party against whom enforcement of such waiver is sought. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 11. Severability
If any provision of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Lock-Up Agreement, and the remaining provisions shall continue in full force and effect. In such event, the parties shall negotiate in good faith to agree upon a valid and enforceable substitute provision that most nearly achieves the intent and economic effect of the invalid, illegal, or unenforceable provision. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law that renders any provision of this Lock-Up Agreement prohibited or unenforceable in any respect.
Section 12. Remedies
The Undersigned acknowledges and agrees that the Representative and the Underwriters would be irreparably harmed by any violation or threatened violation of this Lock-Up Agreement and that money damages would not be a sufficient remedy for any such breach. Accordingly, in the event of any breach or threatened breach by the Undersigned of any provision of this Lock-Up Agreement, the Representative shall be entitled to seek and obtain specific performance, injunctive relief, and any other equitable remedy available from any court of competent jurisdiction (including any court identified in Section 8 hereof), in each case without the necessity of proving actual damages or posting any bond or other security. Such equitable remedies shall be in addition to, and not in lieu of, any other remedies that may be available to the Representative or the Underwriters at law or in equity, including, without limitation, the right to seek money damages. The Undersigned further agrees that the Undersigned shall reimburse the Representative for all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by the Representative in connection with the enforcement of this Lock-Up Agreement.
Section 13. Counterparts; Electronic Signatures
This Lock-Up Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Lock-Up Agreement by facsimile transmission or by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signatures and Records Act) shall be equally as effective as delivery of an original executed counterpart of this Lock-Up Agreement. Electronic signatures complying with applicable law shall be deemed original signatures for all purposes of this Lock-Up Agreement and shall be sufficient to bind the parties hereto.
Section 14. Notices
All notices, requests, consents, demands, and other communications required or permitted to be given under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (with written confirmation of receipt by the recipient, which may include an automatic read receipt), or (c) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery), in each case to the parties at the following addresses (or to such other address as any party may designate in writing from time to time in accordance with this Section 14):
If to the Representative:
Hargrove Keating & Co. 383 Madison Place New York, NY 10017
Attention: Oliver Marchetti, Managing Director, Equity Capital Markets
Email: omarchetti@hargovekeating.com
with a copy (which shall not constitute notice) to:
Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, NY 10020
Attention: Margaret Yee
Email: myee@pdylaw.com
If to the Company:
Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Attention: Sandra Haverford, General Counsel & Corporate Secretary
Email: shaverford@calloway-briggsrenewables.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Jennifer Kwon
Email: jkwon@calderwoodharkness.com
If to the Undersigned:
At the address, and to the attention of the person, set forth on the signature page hereto, or to such other address as the Undersigned may designate in writing from time to time in accordance with this Section 14.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Undersigned a counterpart hereof, and this Lock-Up Agreement shall constitute a binding agreement between the Undersigned and the Representative.
[Signature Page Follows]
SIGNATURE PAGE TO LOCK-UP AGREEMENT
Very truly yours,
________________________________________
Signature of the Undersigned
Printed Name: ________
Title (if applicable): ________
Address: ________
________________________________________
________________________________________
Email: ________
Date: ________
Number of shares of Common Stock beneficially owned as of the date hereof: ________
Number of shares of Common Stock subject to outstanding options, warrants, or other rights as of the date hereof: ________
Accepted and Agreed:
HARGROVE KEATING & CO., as Representative of the Several Underwriters
By: ________
Name: Oliver Marchetti
Title: Managing Director, Equity Capital Markets
Date: ________
SCHEDULE A
LOCK-UP PARTIES
(For Reference Purposes Only — Each Lock-Up Party Executes an Individual Lock-Up Agreement)
Note: This Schedule A is provided for reference purposes only. Each lock-up party listed below is required to execute a separate, individual Lock-Up Agreement in substantially the form to which this schedule is attached. The inclusion of any person or entity on this schedule does not, by itself, constitute the execution of a Lock-Up Agreement by such person or entity.
Directors.  
Executive Officers (Other Than Directors Listed Above)
Holders of 1% or More of Pre-IPO Outstanding Common Stock (Other Than Individuals Listed Above)
\* Garrett Calloway and Elaine Briggs are listed here to the extent their individual beneficial ownership (exclusive of any ownership attributed through entities for which they are separately listed as directors or executive officers) meets the 1% threshold.
Total Identified Lock-Up Parties: Approximately 18 persons/entities.
Note Regarding Execution Status (as of June 17, 2022): As of June 17, 2022, the date on which the Offering was placed in dormant status, fifteen (15) of the eighteen (18) identified lock-up parties had executed and returned the Lock-Up Agreement in substantially the form set forth above. Three (3) lock-up parties remained outstanding. The Company and the Representative expect to obtain executed Lock-Up Agreements from all remaining lock-up parties prior to the resumption of the Offering process.
[End of Schedule A]
[End of Form of Lock-Up Agreement]
Name | Title / Role | Status
Garrett Calloway | Co-Founder, Chairman & Chief Executive Officer | Director; Executive Officer; ≥1% Holder
Elaine Briggs | Co-Founder & President, Development | Director; Executive Officer; ≥1% Holder
Hugh Pemberton | Director (Pinnacle Vista Capital Partners III, LP designee) | Director
Diane Kovac | Director (Pinnacle Vista Capital Partners III, LP designee) | Director
Warren Okoro | Independent Director | Director
Catherine Liang | Independent Director | Director
Richard Estavez | Independent Director | Director
Name | Title / Role | Status
Marcus Yoon | Chief Financial Officer | Executive Officer
Sandra Haverford | General Counsel & Corporate Secretary | Executive Officer
Dale Renfroe | Chief Operating Officer | Executive Officer
Priya Anand | Senior Vice President, Finance & Treasurer | Executive Officer
Tomás Quintero | Senior Vice President, Project Development | Executive Officer
Rachel Whitmore | Chief People Officer | Executive Officer
Name / Entity | Approximate Shares Held | Approximate % Ownership | Status
Pinnacle Vista Capital Partners III, LP | 62,000,000 shares | ~62% | ≥1% Holder; Selling Stockholder
Garrett Calloway (individually)* | As set forth in the Registration Statement | As set forth in the Registration Statement | ≥1% Holder (to the extent not already listed as a director/officer above)
Elaine Briggs (individually)* | As set forth in the Registration Statement | As set forth in the Registration Statement | ≥1% Holder (to the extent not already listed as a director/officer above)
Any other holders meeting the 1% threshold | As identified by the Company | As identified by the Company | ≥1% Holder

FORM OF LOCK-UP AGREEMENT

SIGNATURE PAGE TO LOCK-UP AGREEMENT

SCHEDULE A

LOCK-UP PARTIES

Record

Parties

Dates

Amounts