PRICING AGREEMENT

PRICING AGREEMENT
Calloway-Briggs Renewables Inc.
Initial Public Offering of Common Stock
Pursuant to the Underwriting Agreement dated as of [●], 2022
C&H Matter No. 1015-00001
TEMPLATE / PRO FORMA — NOT FOR EXECUTION
Preamble
This Pricing Agreement (this "Pricing Agreement") is entered into as of [●], 2022, and constitutes the Pricing Agreement contemplated by Section [●] of the Underwriting Agreement, dated as of [●], 2022 (the "Underwriting Agreement"), by and among:
Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), with its principal executive offices at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746;
Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (the "Selling Stockholder"), acting by and through its general partner, Pinnacle Vista Capital Management LLC, a Delaware limited liability company, with its principal office at 900 Park Avenue, 38th Floor, New York, NY 10021; and
The several Underwriters named in Schedule I hereto (the "Underwriters"), for whom Hargrove Keating & Co. is acting as representative (in such capacity, the "Representative"), with its principal office at 383 Madison Place, New York, NY 10017.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement. This Pricing Agreement supplements the Underwriting Agreement by setting forth the definitive pricing, share allocation, and settlement terms applicable to the initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company.
The parties, intending to be legally bound, hereby agree as follows.
Section 1 — Offering Price and Underwriting Discount
1.1 Public Offering Price. The initial public offering price per share of Common Stock shall be $[●] per share (the "Public Offering Price"). [Drafting note: Insert the final offering price as determined at pricing. Assumed midpoint for filing purposes: $22.00 per share.]
1.2 Underwriting Discount. The underwriting discount per share of Common Stock shall be $[●] per share, representing [●]% of the Public Offering Price (the "Underwriting Discount"). [Drafting note: Based on the agreed gross spread of 5.50% of the Public Offering Price. If $22.00 per share, the Underwriting Discount would equal $1.21 per share.]
1.3 Purchase Price. The price per share to be paid by the several Underwriters to the Company and the Selling Stockholder shall be $[●] per share (the "Purchase Price"), being equal to the Public Offering Price less the Underwriting Discount. [Drafting note: Insert Public Offering Price minus Underwriting Discount per share. At $22.00 less $1.21, the Purchase Price would equal $20.79 per share.]
Section 2 — Number of Shares
2.1 Total Firm Shares. The total number of Firm Shares to be purchased by the several Underwriters pursuant to Section [●] of the Underwriting Agreement shall be [●] shares of Common Stock, par value $0.01 per share (the "Firm Shares"). [Drafting note: At $22.00 per share, this would be 23,713,636 shares.]
2.2 Company Shares. Of the Firm Shares, [●] shares are to be issued and sold by the Company (the "Company Shares"). [Drafting note: At $22.00, this would be 16,895,455 shares, representing aggregate proceeds (before Underwriting Discount) of approximately $371,700,000.]
2.3 Selling Stockholder Shares. Of the Firm Shares, [●] shares are to be sold by the Selling Stockholder (the "Selling Stockholder Shares"). [Drafting note: At $22.00, this would be 6,818,182 shares, representing approximately $150,000,000.]
2.4 Optional Shares (Overallotment). The maximum number of Optional Shares that the Underwriters may elect to purchase from the Company and the Selling Stockholder pursuant to Section [●] of the Underwriting Agreement shall be [●] shares (the "Optional Shares"), representing 15% of the Firm Shares. [Drafting note: At $22.00, this would be 3,559,091 shares, representing approximately $78,300,000.] Of the Optional Shares, [●] shares are to be sold by the Company and [●] shares are to be sold by the Selling Stockholder, in the following proportions: [●]. [Drafting note: Confirm allocation of the overallotment as between primary and secondary at pricing; the working assumption is a pro rata split matching the base offering allocation.]
Section 3 — Aggregate Offering Amounts
3.1 Aggregate Public Offering Price (Firm Shares): $[●]. [Drafting note: Firm Shares × Public Offering Price; at $22.00 and 23,713,636 shares, approximately $521,700,000.]
3.2 Aggregate Underwriting Discount (Firm Shares): $[●]. [Drafting note: 5.50% of $521,700,000 = $28,693,500.]
3.3 Aggregate Proceeds to the Company (Firm Shares, before expenses): $[●]. [Drafting note: Company Shares × Purchase Price.]
3.4 Aggregate Proceeds to the Selling Stockholder (Firm Shares, before expenses): $[●]. [Drafting note: Selling Stockholder Shares × Purchase Price.]
3.5 Aggregate Public Offering Price (Optional Shares, assuming full exercise): $[●]. [Drafting note: At $22.00 and 3,559,091 shares, approximately $78,300,000.]
3.6 Total Aggregate Offering Size (Firm Shares plus Optional Shares, assuming full exercise): $[●]. [Drafting note: At the assumed midpoint, approximately $600,000,000.]
Section 4 — Allocation Among Underwriters
4.1 The number of Firm Shares and the maximum number of Optional Shares to be purchased by each Underwriter is set forth opposite such Underwriter's name on Schedule I attached hereto, which is incorporated herein by reference.
4.2 The allocation of the Underwriting Discount among the Underwriters, as between management fee, underwriting fee, and selling concession, shall be as set forth on Schedule II attached hereto. [Drafting note: The agreed allocation is: management fee 20%, underwriting fee 20%, selling concession 60% of the total gross spread.]
Section 5 — Shares Outstanding
5.1 Pre-Offering Shares Outstanding. Immediately prior to the closing of the Offering, there shall be [●] shares of Common Stock outstanding on a fully diluted basis (giving effect to the Reclassification and the conversion of all outstanding preferred stock into Common Stock as described in the Registration Statement). [Drafting note: 100,000,000 shares on a fully diluted, post-Reclassification basis.]
5.2 Post-Offering Shares Outstanding (Firm Shares Only). Immediately following the closing of the Offering, assuming no exercise of the overallotment option, there shall be [●] shares of Common Stock outstanding. [Drafting note: 100,000,000 plus Firm Shares = 123,713,636 at the assumed midpoint (giving effect only to the Company Shares issued, as the Selling Stockholder Shares are existing shares).]
5.3 Post-Offering Shares Outstanding (Full Exercise). Immediately following the closing of the Offering, assuming full exercise of the overallotment option (to the extent primary), there shall be [●] shares of Common Stock outstanding. [Drafting note: 100,000,000 plus total newly issued Company Shares including primary portion of Optional Shares; at $22.00 with full exercise, approximately 127,272,727 on an all-in fully diluted basis.]
Section 6 — Settlement and Closing
6.1 Closing Date. The closing of the purchase and sale of the Firm Shares (the "Closing") shall take place at 10:00 a.m., New York City time, on [●], 2022 (the "Closing Date"), which shall be the [second/third] business day following the date of this Pricing Agreement (or such other date as the Company, the Selling Stockholder, and the Representative shall mutually agree), at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022, or at such other place as shall be agreed upon by the parties.
6.2 Optional Closing Date. In the event the Representative, on behalf of the several Underwriters, exercises the overallotment option in whole or in part, the closing of the purchase and sale of the Optional Shares (the "Optional Closing") shall take place at the time and on the date (the "Optional Closing Date") specified in the notice of exercise delivered pursuant to Section [●] of the Underwriting Agreement, at the offices of Calderwood & Harkness LLP or such other place as the parties may agree.
6.3 Delivery and Payment. Delivery of the Firm Shares (and, if applicable, the Optional Shares) shall be made through the book-entry facilities of The Depository Trust Company against payment therefor by wire transfer of immediately available funds to accounts designated in writing by the Company and the Selling Stockholder, respectively, not later than one business day prior to the Closing Date or Optional Closing Date, as the case may be. Wire transfer instructions shall be delivered by the Company, the Selling Stockholder, and the Representative in accordance with the procedures set forth in the Underwriting Agreement.
Section 7 — Listing
7.1 The shares of Common Stock to be sold in the Offering pursuant to this Pricing Agreement have been approved for listing on the New York Stock Exchange under the ticker symbol "CBRI," subject to official notice of issuance. Reference is made to NYSE Listing Application No. NYSE-2022-04218.
Section 8 — CUSIP and Transfer Agent
8.1 CUSIP Number. The CUSIP number assigned to the Common Stock is [●] (to be assigned).
8.2 Transfer Agent and Registrar. The transfer agent and registrar for the Common Stock is Continental Shareowner Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.
Section 9 — Incorporation of Underwriting Agreement
9.1 This Pricing Agreement, together with the Underwriting Agreement and all schedules and exhibits hereto and thereto, constitutes the entire agreement among the Company, the Selling Stockholder, and the several Underwriters with respect to the matters set forth herein, and supersedes all prior negotiations, understandings, and agreements, whether written or oral, with respect thereto.
9.2 Except as expressly supplemented or modified by this Pricing Agreement, all terms, conditions, representations, warranties, covenants, indemnification provisions, contribution provisions, conditions to closing, and other provisions of the Underwriting Agreement shall remain in full force and effect and are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety.
9.3 In the event of any conflict or inconsistency between the terms of this Pricing Agreement and the terms of the Underwriting Agreement, the terms of this Pricing Agreement shall control with respect to the matters addressed herein.
Section 10 — Governing Law
10.1 This Pricing Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would result in the application of the laws of any other jurisdiction.
Section 11 — Counterparts
11.1 This Pricing Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.
11.2 Delivery of an executed counterpart of this Pricing Agreement by facsimile or electronic transmission (including transmission of a PDF image or via an electronic signature service such as DocuSign) shall be as effective as delivery of a manually executed counterpart hereof.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Pricing Agreement to be duly executed as of the date first written above.
THE COMPANY:
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: [●]
Title: [●]
[Expected signatory: Garrett Calloway, Co-Founder, Chairman & Chief Executive Officer, or Marcus Yoon, Chief Financial Officer.]
THE SELLING STOCKHOLDER:
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: [●]
Title: [●]
[Expected signatory: Hugh Pemberton or Diane Kovac, Co-Founder & Managing Partner, or an attorney-in-fact pursuant to the Power of Attorney executed in connection with the Offering.]
THE REPRESENTATIVE, ON BEHALF OF THE SEVERAL UNDERWRITERS:
HARGROVE KEATING & CO., as Representative of the several Underwriters named in Schedule I hereto
By: ________
Name: [●]
Title: [●]
[Expected signatory: Oliver Marchetti, Managing Director, Equity Capital Markets.]
Schedule I — Underwriter Share Allocations
[Drafting notes:
•  The agreed allocation percentages for the base offering are: Hargrove Keating & Co. — 40%; Linden Pratt Securities LLC — 25%; Graymont Brothers Inc. — 20%; Barfield Stuart & Co. — 10%; Crane Whitley Capital LLC — 5%.
•  At the assumed midpoint of $22.00 per share (23,713,636 Firm Shares), the Firm Share allocations would be: Hargrove Keating & Co. — 9,485,455 shares; Linden Pratt Securities LLC — 5,928,409 shares; Graymont Brothers Inc. — 4,742,727 shares; Barfield Stuart & Co. — 2,371,364 shares; Crane Whitley Capital LLC — 1,185,682 shares; Total — 23,713,636 shares.
•  Optional Share allocations should be made in the same proportions unless otherwise agreed at pricing.]
Schedule II — Allocation of Underwriting Discount
[Drafting notes:
•  The agreed gross spread is 5.50% of the Public Offering Price, allocated as follows: Management Fee — 20% ($6,600,000 assuming full exercise); Underwriting Fee — 20% ($6,600,000 assuming full exercise); Selling Concession — 60% ($19,800,000 assuming full exercise); Total — $33,000,000 on full exercise of a $600,000,000 offering.
•  Underwriter expense reimbursement (including FINRA-related fees) is capped at $350,000, is separate from the gross spread, and is governed by Section [●] of the Underwriting Agreement.]
Schedule III — Use of Proceeds Summary (Informational)
The following table sets forth the intended application of the net proceeds to be received by the Company from the sale of the Company Shares (before deducting Underwriting Discount and estimated offering expenses payable by the Company):
[Drafting notes:
•  As set forth in the "Use of Proceeds" section of the Registration Statement (Form S-1, File No. 333-[●]): approximately $200,000,000 for repayment in full of the Company's Term Loan B facility with Veltrano National Bank (including a prepayment premium of 1.00%); approximately $100,000,000 for construction funding for the Cimarron Solar project; and approximately $71,700,000 for working capital and general corporate purposes.
•  Pinnacle Vista Capital Partners III, LP will receive all proceeds from the sale of its Selling Stockholder Shares. The Company will not receive any proceeds from the sale of the Selling Stockholder Shares.
•  This Schedule is provided for informational purposes only; the definitive Use of Proceeds disclosure is set forth in the Prospectus.]
Annex A — Pricing Term Sheet (for Distribution to Investors)
[Drafting note: Attach a copy of the final Pricing Term Sheet, filed as a "free writing prospectus" under Rule 433 of the Securities Act, summarizing the key terms of the Offering as priced, for distribution to prospective investors. The Pricing Term Sheet should include, at a minimum, the following information:]
PRICING TERM SHEET
Free Writing Prospectus Filed pursuant to Rule 433
Calloway-Briggs Renewables Inc.
Registration Statement on Form S-1 File No. 333-[●]
The Issuer has filed a registration statement (including a preliminary prospectus) with the U.S. Securities and Exchange Commission for the Offering to which this communication relates. Before you invest, you should read the preliminary prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the Offering will arrange to send you the preliminary prospectus if you request it by contacting Hargrove Keating & Co., Attention: Equity Capital Markets — Prospectus Department, 383 Madison Place, New York, NY 10017.
STATUS NOTATION
This Pricing Agreement is in template / pro forma form. It has not been executed. The initial public offering of Calloway-Briggs Renewables Inc. was placed in dormant status on June 17, 2022, and no pricing occurred. This document is maintained in the files of Calderwood & Harkness LLP under C&H Matter No. 1015-00001 for reference purposes only.
Document prepared by: Brendan Walsh, Lead Associate, Calderwood & Harkness LLP Reviewed by: Jennifer Kwon, Responsible Partner, Calderwood & Harkness LLP
Underwriter | Number of Firm Shares to Be Purchased | Maximum Number of Optional Shares to Be Purchased
Hargrove Keating & Co. | [●] | [●]
Linden Pratt Securities LLC | [●] | [●]
Graymont Brothers Inc. | [●] | [●]
Barfield Stuart & Co. | [●] | [●]
Crane Whitley Capital LLC | [●] | [●]
Total | [●] | [●]
Component | % of Gross Spread | Per-Share Amount | Aggregate (Firm Shares) | Aggregate (Full Exercise)
Management Fee | [●]% | $[●] | $[●] | $[●]
Underwriting Fee | [●]% | $[●] | $[●] | $[●]
Selling Concession | [●]% | $[●] | $[●] | $[●]
Total Underwriting Discount | [●]% | $[●] | $[●] | $[●]
Use | Approximate Amount
Repayment of Term Loan B (Veltrano National Bank) | ~$[●]
Construction funding — Cimarron Solar project | ~$[●]
General corporate purposes | ~$[●]
Total Net Proceeds to Company | $[●]
Term | Detail
Issuer | Calloway-Briggs Renewables Inc.
Security | Common Stock, par value $0.01 per share
Proposed NYSE Ticker Symbol | CBRI
Firm Shares Offered | [●] shares
Optional Shares (Overallotment) | Up to [●] additional shares
Public Offering Price | $[●] per share
Underwriting Discount | $[●] per share
Proceeds to the Company (before expenses) | $[●]
Proceeds to the Selling Stockholder (before expenses) | $[●]
Expected Pricing Date | [●], 2022
Expected Closing Date | [●], 2022
Joint Book-Running Managers | Hargrove Keating & Co. (lead-left); Linden Pratt Securities LLC; Graymont Brothers Inc.
Co-Managers | Barfield Stuart & Co.; Crane Whitley Capital LLC
Lock-up Period | 180 days
SEC Registration Statement File No. | 333-[●]
CUSIP | [●]