Contract analysis

I. ESTABLISHMENT OF THE COMPENSATION COMMITTEE RESOLVED, that effective as of the closing of the Company's IPO (the "Effective Date"), a standing committee of the Board, to be known as the "Compensation Committee," is hereby established in accordance with Article III of the Company's Restated Bylaws, Section 141(c) of the DGCL, and the applicable rules and regulations of the NYSE and the SEC, and shall be vested with

II. APPOINTMENT OF MEMBERS RESOLVED, that the following directors are hereby appointed as members of the Compensation Committee, each such appointment to be effective as of the Effective Date: RESOLVED, that Catherine Liang is hereby designated as the Chair of the Compensation Committee, effective as of the Effective Date, and shall preside at all meetings of the Compensation Committee, set the agenda for such meetin

III. SCOPE OF AUTHORITY AND RESPONSIBILITIES RESOLVED, that the Compensation Committee shall have the authority, duties, and responsibilities set forth in the Compensation Committee Charter, as the same may be amended from time to time, including without limitation the following: (a) Executive Compensation. Reviewing and approving, or in its discretion recommending to the full Board for approval, the compensation of

IV. DELEGATION AND ADMINISTRATIVE MATTERS RESOLVED, that the Compensation Committee shall have the sole authority to retain and terminate the services of compensation consultants, independent legal counsel, and other advisors, and shall have the authority to approve the fees and other terms of retention for any such consultant, counsel, or advisor. The Company shall provide appropriate funding, as determined by the C

V. IPO EQUITY GRANTS — AUTHORIZATION OF INITIAL AWARDS RESOLVED, that the Compensation Committee is hereby authorized, effective as of the Effective Date, to approve the initial grants of equity awards in connection with the IPO (the "IPO Equity Grants") to the Company's executive officers, as recommended by management and Clarendon Rowe Advisory Group LLC, in the following amounts (or in such adjusted amounts as the

VI. GENERAL AUTHORIZATIONS RESOLVED, that each of the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, the General Counsel & Corporate Secretary, and the Chief People Officer, is hereby authorized and directed, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute and deliver or cause to be executed and

1. Garrett Calloway — Co-Founder, Chairman & Chief Executive Officer

2. Elaine Briggs — Co-Founder & President, Development

3. Hugh Pemberton — Director (Pinnacle Vista Capital Partners — Investor Designee)

4. Diane Kovac — Director (Pinnacle Vista Capital Partners — Investor Designee)

5. Warren Okoro — Independent Director

6. Catherine Liang — Independent Director

7. Richard Estavez — Independent Director IN WITNESS WHEREOF, I have executed this certification as of the date set forth below. CALLOWAY-BRIGGS RENEWABLES INC. By: ________ Name: Sandra Haverford Title: General Counsel & Corporate Secretary Date: ________ EXHIBIT REFERENCE Exhibit A: Compensation Committee Charter of Calloway-Briggs Renewables Inc. The Compensation Committee Charter, as approved and adopted by the B