Contract analysis

1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, dated as of the date set forth on the signature pages thereto, approving and adopting the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Consent").

2. The Consent has been duly executed by all seven (7) members of the Board of Directors of the Company, constituting all of the directors of the Company as of the date hereof, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.9 of the Amended and Restated Bylaws of the Company.

3. The Consent, together with all exhibits thereto, has been filed with the minutes of the proceedings of the Board of Directors and is maintained with the corporate records of the Company at its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.

4. The Consent has not been amended, modified, rescinded, or revoked, and remains in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below. ________________________________________ Name: Sandra Haverford Title: General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. Date: ________ [CORPORA