Contract analysis

ARTICLE I — PURPOSE The purpose of the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan") is to promote the interests of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and its stockholders by providing equity-based and incentive compensation opportunities to attract, retain, and motivate key employees, consultants, and non-employee directors of the Company and it

ARTICLE II — DEFINITIONS Whenever used in the Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in the Plan shall have the meanings ascribed to them in the applicable Award Agreement or, if not defined therein, shall have their commonly understood meanings. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under

Section 3.1 — Committee Authority The Plan shall be administered by the Committee. The Committee shall have full and exclusive authority and discretion, subject to the terms and conditions of the Plan and such limitations as the Board may from time to time impose, to: (a) designate Participants from among eligible individuals and determine the type, number, terms, and conditions of Awards to be granted to each Partic

Section 3.2 — Delegation The Committee may, to the extent permitted by applicable law, the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the requirements of Rule 16b-3 under the Exchange Act and the NYSE listing standards, delegate to one or more officers of the Company (including the Chief Executive Officer, Garrett Calloway, and the General Counsel and Corporate Se

Section 3.3 — Indemnification Each member of the Committee and each officer or employee of the Company to whom authority has been delegated pursuant to Section 3.2 shall be indemnified and held harmless by the Company to the fullest extent permitted by the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated Bylaws, and any individual in

Section 3.4 — No Liability No member of the Committee, no officer or employee of the Company acting as a delegate of the Committee, and no member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder. The members of the Committee and any delegate shall be entitled to rely in good faith upon the records of the Company and upon informatio

ARTICLE IV — SHARES SUBJECT TO THE PLAN

Section 4.1 — Share Reserve Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be 12,727,273 shares (representing ten percent (10%) of the post-IPO shares of Common Stock outstanding on a fully-exercised basis, calculated as ten percent (10%) of 127,272,727 shares of Common Stock). All 12,727,273 s

Section 4.2 — Evergreen Provision On January 1 of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2032 (a ten-year evergreen period), the aggregate number of shares of Common Stock available for issuance under the Plan shall automatically increase by a number of shares equal to the lesser of: (a) two percent (2%) of the total number of shares of Common Stock outstanding on Decem

Section 4.3 — Counting of Shares The following rules shall apply for purposes of determining the number of shares of Common Stock available for issuance under the Plan: (a) Shares Added Back. If any Award granted under the Plan is forfeited, canceled, surrendered, or expires for any reason without the issuance of shares (including an Award that is settled in cash rather than shares), the shares of Common Stock subjec

Section 4.4 — Adjustments In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, spin-off, split-off, exchange of shares, or other similar change in the corporate structure or capitalization of the Company affecting the shares of Common Stock, or any extraordinary dividend or distribution (whether in the form of cash, shares of Commo

Section 4.5 — Per-Participant Limits Subject to adjustment as provided in Section 4.4: (a) Employee and Consultant Limit. No Participant who is an Employee or Consultant may receive Awards under the Plan in respect of more than 2,000,000 shares of Common Stock in any single fiscal year of the Company. For purposes of this limit, if an Award is denominated in shares of Common Stock, the number of shares subject to suc

Section 5.1 — General Awards may be granted under the Plan to the following categories of individuals: (a) Employees of the Company or any Affiliate; (b) Consultants providing bona fide services to the Company or any Affiliate; and (c) Non-Employee Directors of the Company. The Committee shall select Participants from among eligible individuals and shall determine the type, terms, and conditions of each Award to be g

Section 5.2 — Non-Employee Directors Non-Employee Directors of the Company shall be eligible to receive Awards under the Plan as determined by the Board or the Committee. As of the Effective Date, the Non-Employee Directors include Warren Okoro, Catherine Liang, and Richard Estavez. In addition, Hugh Pemberton and Diane Kovac, who serve on the Board as designees of Pinnacle Vista Capital Partners III, LP, shall be el

Section 6.1 — Grant of Options The Committee is authorized to grant Options to eligible Participants under the Plan. Each Option granted under the Plan shall be designated as either an Incentive Stock Option or a Nonqualified Stock Option at the time of grant. In the absence of such designation, the Option shall be deemed a Nonqualified Stock Option. Each Option grant shall be evidenced by an Award Agreement specifyi

Section 6.2 — Exercise Price The exercise price per share of Common Stock subject to an Option shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the exercise price per share shall not be less than one hun

Section 6.3 — Vesting and Exercise Options shall vest and become exercisable in accordance with the schedule and terms set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, Options shall vest and become exercisable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the shares subject to the Option vesting on each of the first four (4) anniv

Section 6.4 — Term No Option shall have a term exceeding ten (10) years from the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the maximum term of the Option shall be five (5) years from the date of grant. Unless otherwise provided in the applicable Award Agreement, upon a Participant's termination of Continuous Service, the following provisions shall apply to the Parti

Section 6.5 — Method of Exercise An Option shall be exercised by the delivery to the Company of a written or electronic notice of exercise, in such form as the Committee may prescribe, specifying the number of shares of Common Stock to be purchased and accompanied by full payment of the aggregate exercise price for such shares. Payment of the exercise price may be made by any one or a combination of the following met

Section 6.6 — ISO Limitations The following limitations shall apply to Incentive Stock Options granted under the Plan: (a) $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and all other plans of

Section 6.7 — No Repricing Notwithstanding any other provision of the Plan, the Committee shall not, without the prior approval of the stockholders of the Company: (a) reduce the exercise price of any outstanding Option; (b) cancel any outstanding Option in exchange for a new Option, Stock Appreciation Right, or other Award with a lower exercise or grant price; (c) cancel any outstanding Option in exchange for cash o

ARTICLE VII — STOCK APPRECIATION RIGHTS

Section 7.1 — Grant of SARs The Committee is authorized to grant Stock Appreciation Rights to eligible Participants under the Plan. SARs may be granted on a standalone basis or in tandem with an Option (a "Tandem SAR"). A Tandem SAR may be granted at the same time as the related Option or, in the case of a Nonqualified Stock Option, at any subsequent time prior to the exercise or expiration of such Option. Each SAR s

Section 7.2 — Grant Price The grant price per share of Common Stock subject to a SAR shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of a Tandem SAR, the grant price shall be equal to the exercise price of the related Option. Notwithstanding the foregoing, a SAR that i

Section 7.3 — Vesting and Exercise SARs shall vest and become exercisable in accordance with the schedule and terms set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, SARs shall vest and become exercisable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the shares subject to the SAR vesting on each of the first four (4) anniversaries

Section 7.4 — Term No SAR shall have a term exceeding ten (10) years from the date of grant. Upon a Participant's termination of Continuous Service, the same rules applicable to Options as set forth in Section 6.4 shall apply to SARs, mutatis mutandis.

Section 7.5 — Settlement Upon exercise of a SAR, the Participant shall be entitled to receive payment of an amount equal to the excess, if any, of: (i) the Fair Market Value of one share of Common Stock on the date of exercise, over (ii) the grant price per share, multiplied by the number of shares of Common Stock with respect to which the SAR is exercised. Such payment shall be made in the form of: (a) shares of Com

Section 7.6 — No Repricing The same prohibition on repricing as set forth in Section 6.7 with respect to Options shall apply to Stock Appreciation Rights, mutatis mutandis.

ARTICLE VIII — RESTRICTED STOCK AND RESTRICTED STOCK UNITS

Section 8.1 — Grant of Restricted Stock and RSUs The Committee is authorized to grant Restricted Stock and Restricted Stock Units to eligible Participants under the Plan. Each grant of Restricted Stock or RSUs shall be evidenced by an Award Agreement specifying: (i) the number of shares of Common Stock or RSUs granted; (ii) the restriction period; (iii) the vesting conditions (which may be time-based, performance-bas

Section 8.2 — Vesting Restricted Stock and RSUs shall vest in accordance with the terms and conditions set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, RSUs shall vest and become non-forfeitable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the RSUs vesting on each of the first four (4) anniversaries of the date of grant, in each

Section 8.3 — Restrictions on Restricted Stock During the applicable restriction period, the following restrictions and conditions shall apply to shares of Restricted Stock: (a) Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions applicable to such shares have lapsed or been removed in accordance

Section 8.4 — Settlement of RSUs RSUs shall be settled upon vesting (or at such later date as may be specified in the applicable Award Agreement, consistent with the requirements of Section 409A of the Code) by the delivery to the Participant of: (a) one share of Common Stock for each RSU that has vested; (b) cash in an amount equal to the Fair Market Value of one share of Common Stock on the settlement date for each

Section 8.5 — Forfeiture Unless the applicable Award Agreement provides otherwise, or the Committee exercises its discretion to accelerate vesting, all unvested shares of Restricted Stock and all unvested RSUs held by a Participant shall be forfeited and canceled upon the termination of such Participant's Continuous Service. Shares of Restricted Stock that are forfeited shall be returned to the Company, and RSUs that

ARTICLE IX — PERFORMANCE AWARDS

Section 9.1 — Grant of Performance Awards The Committee is authorized to grant Performance Awards to eligible Participants under the Plan. Performance Awards may be denominated in shares of Common Stock, Restricted Stock Units, cash, or other forms, or any combination thereof, as the Committee may determine. Each Performance Award shall be evidenced by an Award Agreement specifying: (i) the Performance Goals applicab