Contract analysis

ARTICLE I NAME The name of the corporation is Calloway-Briggs Renewables Inc.

ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is Capitol Statutory Services, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the regist

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance, and not in limitation, of the foregoing, the Corporation shall have all of the powers now or hereafter conferred by the laws of the State of Delaware upon corporations organized under the DGCL, including, without limitation, the power to develop, constru

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 *Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Five Hundred Fifty Million (550,000,000) shares, consisting of (a) Five Hundred Million (500,000,000) shares of common stock, par value $0.01 per share (the "Common Stock"), and (b) Fifty Million (50,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred Stoc

Section 4.2 *Common Stock.* (a) *Voting Rights.* Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder of record on all matters submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by law or by the terms of any series of Preferred Stock, the holders of Common Stock

Section 4.3 *Preferred Stock (Blank Check Authorization).* (a) The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock, and with respect to each such series, to fix the number of shares constituting such series and the designation of such serie

Section 4.4 *Dual-Class Sundown Provision.* (a) The Corporation acknowledges that, immediately prior to the effectiveness of this Certificate of Incorporation, the Corporation had outstanding a separate class of capital stock designated as "Series A Super Voting Common Stock" with enhanced voting rights of ten (10) votes per share (the "Enhanced Voting Shares"), which Enhanced Voting Shares were held exclusively by P

Section 5.1 *Power of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by statute, this Certificate of Incorporation, or the Bylaws of the Corporation (as may be amended from time to time, the "Bylaws*"), the Board of Directors is hereby empowered to exe

Section 5.2 *Number of Directors.* (a) The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution of the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Stockholders of the Corporation shall not have the right to fix the number of directors of the Corporat

Section 5.3 *Classified Board Structure.* (a) The Board of Directors shall be divided into three (3) classes, as nearly equal in number as possible, designated as Class I, Class II, and Class III. The Board of Directors may assign members of the Board already in office to such classes at the time such classification becomes effective. The initial assignment of directors to classes shall be made by resolution of the B

Section 5.4 *Removal of Directors.* (a) Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for Cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corp

Section 5.5 *Vacancies.* (a) Subject to the rights of the holders of any series of Preferred Stock then outstanding and the provisions of the Stockholders' Agreement, any vacancy on the Board of Directors, however occurring, whether by reason of death, resignation, removal, disqualification, an increase in the size of the Board of Directors, or otherwise, shall be filled solely and exclusively by the affirmative vote

Section 5.6 *Written Ballot.* Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

ARTICLE VI STOCKHOLDER MATTERS

Section 6.1 *No Action by Written Consent.* (a) Subject to Section 6.1(b) below, following the Closing of the IPO and at such time as Pinnacle Vista and its affiliates cease to beneficially own a majority of the outstanding shares of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corpo

Section 6.2 *Special Meetings.* (a) Subject to the rights of holders of any series of Preferred Stock, and except as otherwise required by applicable law, special meetings of the stockholders of the Corporation may be called only by: (i) the Chairman of the Board of Directors (initially, Garrett Calloway); (ii) the Chief Executive Officer of the Corporation; (iii) the Board of Directors, pursuant to a resolution duly

Section 6.3 *No Cumulative Voting.* No stockholder of the Corporation shall be entitled to cumulate votes in the election of directors of the Corporation.

ARTICLE VII LIMITATION OF LIABILITY

Section 7.1 *Director Liability Limitation.* (a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the Delaware General Corporation Law Amendment Act of 2022), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduci

Section 7.2 *Officer Exculpation.* (a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the Delaware General Corporation Law Amendment Act of 2022), no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as

Section 8.1 *Right to Indemnification.* (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proce

Section 8.2 *Advancement of Expenses.* (a) The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (the "Und

Section 8.3 *Non-Exclusivity.* The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any provision of law, this Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, the individual Indemnification Agreements entered

Section 8.4 *Insurance.* (a) The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to emp

Section 8.5 *Survival and Amendment.* (a) The rights conferred by this Article VIII shall continue as to any Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnified Person. (b) Any amendment, repeal, or modification of this Article VIII by the stockholders or the Board of Directors of the Corporatio

ARTICLE IX DGCL SECTION 203 — BUSINESS COMBINATIONS

Section 9.1 *Opt-In to Section 203.* The Corporation shall be governed by Section 203 of the DGCL (the "Business Combination Statute"), which, among other things, generally prohibits certain "business combinations" (as defined in Section 203(c)(3) of the DGCL) between the Corporation and an "interested stockholder" (generally defined as a person who, together with affiliates and associates, owns, or within the three-

Section 9.2 *Exemption for Specified Stockholders.* Notwithstanding the foregoing Section 9.1, Section 203 of the DGCL shall not apply to any business combination between the Corporation and any of the following persons or entities (collectively, the "Exempted Persons"): (a) Pinnacle Vista Capital Partners III, LP; (b) Pinnacle Vista Capital Management LLC; (c) any direct or indirect affiliate or successor of any of

ARTICLE X CORPORATE OPPORTUNITIES

Section 10.1 *Renunciation of Corporate Opportunities.* (a) To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation, on behalf of itself and its subsidiaries, hereby renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become availa

Section 11.1 *Amendment of Certificate of Incorporation.* (a) The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. (b) Notwithstanding any other provision of this Certificate of Incorporation or a

Section 11.2 *Amendment of Bylaws.* (a) In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office. (b) The Bylaws may also be adopted, amended, altered, or repealed by the stockholders of the Corporation;

Section 12.1 *Delaware Court of Chancery Forum Selection.* Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the

Section 12.2 *Federal Forum for Securities Act Claims.* Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"

Section 12.3 *Consent to Jurisdiction; Enforcement.* Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of Section 12.1 or Section 12.2 above is filed in a court other than a court loca

ARTICLE XIII SEVERABILITY If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law: (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporat

ARTICLE XIV INCORPORATOR The name of the original incorporator of the Corporation was Garrett Calloway, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 14, 2014. The powers of the incorporator have terminated upon the filing of the original Certificate of Incorporation and the organization of the Corporation. \* \* \* \* \* IN WITNESS WHEREOF, Call