Contract analysis

ARTICLE I — PURPOSE The purpose of this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and its designated subsidiaries with the opportunity to purchase shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a discount through accumulated payroll ded

ARTICLE II — DEFINITIONS For purposes of the Plan, the following terms shall have the meanings set forth below. Wherever the context so requires, the definitions set forth in this Article II shall apply throughout the Plan, and terms not defined in this Article II shall have their ordinary meaning unless the context otherwise requires. "Accumulation Period" means the period during each Offering Period over which payr

Section 3.1 — General Eligibility Each employee of the Company or any Designated Subsidiary who, as of the applicable Enrollment Date, is customarily employed for at least twenty (20) hours per week and for more than five (5) months in any calendar year shall be an Eligible Employee and shall be eligible to participate in the Plan, subject to the limitations set forth in Section 3.2 below and to such additional eligi

Section 3.2 — Exclusions Notwithstanding Section 3.1, the following limitations shall apply to participation in the Plan: (a) Five Percent Stockholders. No employee shall be eligible to participate in the Plan if, immediately after the grant of a purchase right under the Plan, such employee would own (or would be deemed to own, within the meaning of Section 424(d) of the Code) stock possessing five percent (5%) or mo

Section 3.3 — Participation by Designated Subsidiaries The Board or the Committee may, from time to time, designate any Subsidiary as a Designated Subsidiary for purposes of the Plan, or revoke any such designation, in each case by action of the Board or the Committee, as applicable. Any such designation or revocation shall be effective as of the date specified by the Board or the Committee and shall not require an a

ARTICLE IV — SHARES RESERVED UNDER THE PLAN

Section 4.1 — Share Reserve Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be Two Million Five Hundred Forty-Five Thousand Four Hundred Fifty-Five (2,545,455) shares, which represents approximately two percent (2%) of the total shares of Common Stock outstanding on a fully-exercised basis as of the Effective Date, calcul

Section 4.2 — Adjustments for Capital Changes In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification, spin-off, reorganization, extraordinary dividend or distribution (whether in cash, shares, or other property), or other similar change in the capital structure of the Company affecting the Common Stock, the Committee shall make appropriate and p

Section 4.3 — Shares Not Purchased Any shares of Common Stock subject to a purchase right that expires, terminates, is forfeited, or is cancelled without having been exercised in full shall again become available for issuance under the Plan and shall be added back to the share reserve described in Section 4.1. For the avoidance of doubt, if a Participant withdraws from an Offering Period or ceases to be an Eligible E

Section 5.1 — Committee Administration The Plan shall be administered by the Committee. As of the Effective Date, the Committee is the Compensation Committee of the Board, initially composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro. If at any time the Board has not designated a Committee to administer the Plan, or if the Committee ceases to exist or to satisfy the requirements for administration

Section 5.2 — Delegation The Committee may delegate to one or more officers or employees of the Company the authority to perform ministerial duties in connection with the administration of the Plan, including, without limitation, (a) processing enrollment forms and elections, (b) maintaining Plan Accounts and participant records, (c) coordinating with the Transfer Agent (Continental Shareowner Services, Inc.) and any

Section 5.3 — Compliance with Section 423 The Plan is intended to comply with Section 423 of the Code, and the Committee shall interpret and administer the Plan so as to maintain such compliance at all times. In furtherance of this intent, all Eligible Employees shall have the same rights and privileges under the Plan within the meaning of Section 423(b)(5) of the Code, except that the amount of shares of Common Stoc

Section 6.1 — Duration of Offering Periods Each Offering Period under the Plan shall be approximately six (6) months in duration, unless the Committee determines otherwise in accordance with Section 6.2 below. The first Offering Period shall commence on the Effective Date (or such later date as the Committee may determine in its sole discretion) and shall end on the last Trading Day on or before the date that is six

Section 6.2 — Commencement and Termination The Committee may, in its sole discretion, change the duration, commencement date, or termination date of any future Offering Period, provided that (a) no Offering Period shall have a duration in excess of twenty-seven (27) months from the applicable Enrollment Date, (b) any such change shall comply with Section 423 of the Code and the applicable Treasury Regulations, and (c

Section 6.3 — Overlap The Committee may, in its sole discretion, permit Offering Periods to run concurrently or sequentially. If the Committee permits concurrent Offering Periods, the Committee shall adopt such rules and procedures as it deems necessary or appropriate to administer the Plan with respect to such concurrent Offering Periods, including rules regarding the allocation of shares among concurrent Offering P

Section 7.1 — Exercise Price The Exercise Price (i.e., the purchase price) per share of Common Stock for each Offering Period shall be equal to eighty-five percent (85%) of the lesser of: (a) the Fair Market Value of one (1) share of Common Stock on the Enrollment Date (i.e., the first Trading Day of such Offering Period); and (b) the Fair Market Value of one (1) share of Common Stock on the Exercise Date (i.e., the

Section 7.2 — No Adjustment Below Par Value Notwithstanding anything in the Plan to the contrary, in no event shall the Exercise Price per share of Common Stock be less than the par value of a share of Common Stock, which is $0.01 per share. In the event that the application of the formula set forth in Section 7.1 would result in an Exercise Price that is less than the par value of a share of Common Stock, the Exerci

ARTICLE VIII — ENROLLMENT AND PAYROLL DEDUCTIONS

Section 8.1 — Enrollment An Eligible Employee may enroll in the Plan for an Offering Period by completing and submitting an enrollment form (in paper or electronic format, as prescribed by the Committee) to the Company or its designee in accordance with the procedures established by the Committee. The enrollment form must be received by the Company (or its designee) on or before the deadline established by the Commit

Section 8.2 — Payroll Deduction Rates A Participant may elect to have payroll deductions made in any whole percentage from one percent (1%) to fifteen percent (15%) of Compensation for each payroll period during the applicable Offering Period, or such other minimum and maximum percentages as the Committee may establish from time to time in advance of an Offering Period. Any payroll deduction rate elected by a Partici

Section 8.3 — Changes to Payroll Deductions A Participant may increase or decrease the rate of payroll deductions during an Offering Period by submitting a revised enrollment form (or electronic election) to the Company or its designee in accordance with rules and procedures established by the Committee. Except as otherwise determined by the Committee, a Participant may make no more than one (1) change to the Partici

Section 8.4 — Plan Accounts All payroll deductions made on behalf of a Participant pursuant to this Article VIII shall be credited to the Participant's Plan Account as of the payroll date on which such deductions are made. Plan Accounts shall be maintained by the Company (or its designee) on a bookkeeping basis for the sole purpose of tracking the accumulated payroll deductions of each Participant. No interest shall

ARTICLE IX — PURCHASE OF SHARES

Section 9.1 — Automatic Exercise On each Exercise Date, each Participant's accumulated payroll deductions credited to the Participant's Plan Account shall be automatically applied to the purchase of the maximum number of whole shares of Common Stock that can be purchased at the Exercise Price determined in accordance with Article VII, subject to the limitations set forth in this Article IX and in Section 3.2 of the P

Section 9.2 — Share Limitations No Participant may purchase more than such number of shares of Common Stock as the Committee shall establish prior to each Offering Period during any single Offering Period. The Committee shall communicate the applicable per-Participant share limit to Eligible Employees prior to the commencement of each Offering Period. The per-Participant share limit shall be applied in a manner that

Section 9.3 — Section 423 Limitations Notwithstanding any other provision of the Plan, no purchase right shall permit a Participant to purchase shares of Common Stock with a Fair Market Value (determined as of the Enrollment Date on which such purchase right is granted) in excess of Twenty-Five Thousand Dollars ($25,000) for any calendar year in which such purchase right is outstanding at any time, in accordance with

Section 9.4 — Delivery of Shares As promptly as practicable after each Exercise Date, the Company, acting through the Transfer Agent (Continental Shareowner Services, Inc.) or such other agent as the Company may designate, shall arrange for the shares of Common Stock purchased on behalf of each Participant to be credited to such Participant's account. Shares may be delivered by (a) crediting shares to a brokerage acc

ARTICLE X — WITHDRAWAL AND TERMINATION OF EMPLOYMENT

Section 10.1 — Voluntary Withdrawal A Participant may withdraw from participation in any Offering Period at any time prior to the applicable Exercise Date by delivering a written or electronic notice of withdrawal to the Company (or its designee) in accordance with procedures established by the Committee. The notice of withdrawal must be received by the Company (or its designee) on or before such deadline prior to th

Section 10.2 — Termination of Employment If a Participant ceases to be an Eligible Employee for any reason, including, without limitation, voluntary resignation, involuntary termination (with or without cause), retirement, death, or disability, such Participant shall be deemed to have withdrawn from the Plan effective as of the date on which the Participant ceases to be an Eligible Employee (the "Termination Date").

Section 10.3 — Transfer of Employment If a Participant transfers employment from the Company or one Designated Subsidiary to another Designated Subsidiary, such Participant's enrollment in the Plan and accumulated payroll deductions credited to the Participant's Plan Account shall carry over to the new employing Designated Subsidiary without interruption, and the Participant shall continue to participate in the Plan

Section 11.1 — Non-Transferability of Purchase Rights Purchase rights granted under the Plan are personal to each Participant and may not be transferred, assigned, pledged, hypothecated, or otherwise disposed of by a Participant, whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution. During a Participant's lifetime, purchase rights granted under the Plan may be exercised

Section 11.2 — Designation of Beneficiary A Participant may file with the Company (or its designee) a written designation of one or more beneficiaries to receive any shares of Common Stock or cash payable under the Plan in the event of the Participant's death, in accordance with such procedures and forms as the Committee may establish from time to time. A Participant may change or revoke a beneficiary designation at

ARTICLE XII — AMENDMENT AND TERMINATION

Section 12.1 — Amendment The Board may amend the Plan at any time, and from time to time, in any respect that the Board deems necessary or desirable; provided, however, that no amendment to the Plan shall be effective without the prior approval of the stockholders of the Company if such approval is required (a) to maintain the Plan's qualification as an "employee stock purchase plan" under Section 423 of the Code, (b

Section 12.2 — Termination The Board may suspend or terminate the Plan at any time, in its sole discretion, by action of the Board. Upon termination of the Plan, all accumulated payroll deductions in Participants' Plan Accounts shall be refunded to such Participants as soon as administratively practicable following the effective date of termination, without interest; provided, however, that the Board may, in its sole

Section 12.3 — No Impairment of Rights No amendment, suspension, or termination of the Plan shall, without the written consent of the affected Participant, adversely affect the rights of such Participant with respect to purchase rights then outstanding under the Plan, except as may be necessary (a) to comply with applicable law, (b) to maintain the Plan's qualification under Section 423 of the Code, or (c) to comply

Section 13.1 — Section 423 Qualification The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and the terms of the Plan shall be construed, interpreted, and administered so as to satisfy the requirements of Section 423 at all times. In the event of any conflict between the terms of the Plan and the requirements of Section 423 of the Code or the Treasury Regulations promu

Section 13.2 — Tax Withholding To the extent required by applicable federal, state, local, or foreign tax law, the Company or the applicable Designated Subsidiary shall have the right to deduct from any amount payable to a Participant under the Plan (including, without limitation, payroll, wages, salary, or other amounts owed to the Participant) or from shares of Common Stock to be delivered to the Participant, any f

Section 13.3 — Disposition of Shares — Holding Period If a Participant disposes of shares of Common Stock acquired under the Plan within two (2) years after the applicable Enrollment Date or within one (1) year after the applicable Exercise Date on which such shares were purchased (a "Disqualifying Disposition"), the Participant shall notify the Company of such disposition in writing (or by electronic means, if permi

Section 13.4 — No Tax Advice Neither the Company, the Board, the Committee, any Designated Subsidiary, nor any of their respective officers, directors, employees, agents, or representatives shall be responsible for any tax consequences to any Participant or beneficiary arising from or in connection with the Participant's participation in the Plan, including, without limitation, any tax consequences arising from the g

ARTICLE XIV — GENERAL PROVISIONS

Section 14.1 — No Right to Employment Nothing contained in the Plan, and no action taken pursuant to the Plan, shall be construed as creating or conferring upon any Eligible Employee or Participant the right to continue in the employment of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company or any Subsidiary to discharge, terminate, or otherwise sever the employmen

Section 14.2 — No Stockholder Rights Until Exercise A Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock subject to any purchase right granted under the Plan until such shares have been purchased on the applicable Exercise Date and have been delivered to or credited to the account of such Participant in accordance with Article IX of the Plan. No adjustment shal

Section 14.3 — Equal Rights and Privileges All Eligible Employees shall have equal rights and privileges under the Plan within the meaning of Section 423(b)(5) of the Code, so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423(b)(5) of the Code shall, without further act or amendment by the Company

Section 14.4 — Governing Law The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof, except to the extent that such laws are preempted by applicable federal law, including, without limitation, the Code, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The exclusive forum

Section 14.5 — Securities Law Compliance The Company shall not be obligated to issue, sell, or deliver any shares of Common Stock under the Plan unless and until the issuance, sale, and delivery of such shares comply with all applicable requirements of federal, state, and foreign securities laws, including, without limitation, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act

Section 14.6 — Compliance with Section 409A The Plan is intended to be exempt from the requirements of Section 409A of the Code pursuant to the exemption for short-term deferrals and/or the exemption for employee stock purchase plans qualifying under Section 423 of the Code, and shall be construed and interpreted in a manner consistent with such intent. Notwithstanding any provision of the Plan to the contrary, no pr

Section 14.7 — Successors and Assigns The Plan shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and each Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted assigns. In the event of any merger, consolidation, reorganization, sale of all or substantially all of the assets of the Company, or other similar transaction in

Section 14.8 — Severability If any provision of the Plan is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been included herein. To the extent permitted

Section 14.9 — Headings The headings and captions appearing in the Plan are included for convenience of reference only and shall not be deemed to define, limit, or otherwise affect the construction, interpretation, or application of any provision of the Plan.

Section 14.10 — Construction Wherever the context so requires, the masculine gender shall include the feminine and neuter genders, and vice versa, and the singular shall include the plural, and vice versa. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." References to Articles, Sections, and Appendices shall refer to Articles, Sections, and Appendices