Contract analysis

1. Approval and Adoption of the 2022 Employee Stock Purchase Plan RESOLVED, that the 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. (the "ESPP" or the "Plan"), substantially in the form attached hereto as Exhibit A, with such changes thereto as may be approved by any Authorized Officer (as defined below), is hereby approved and adopted in all respects, subject to (a) the approval of the Plan by

2. Share Reserve RESOLVED, that a total of 2,545,455 shares of the Company's Common Stock, par value $0.01 per share, are hereby authorized and reserved for issuance under the ESPP, which share reserve represents approximately two percent (2%) of the projected post-IPO shares outstanding on a fully-exercised basis (127,272,727 shares), and the Board has determined that such share reserve is reasonable and in the best

3. Key Plan Terms Acknowledged RESOLVED, that the Board has reviewed and hereby acknowledges the following key terms of the ESPP, as more fully set forth in Exhibit A: (a) Eligibility. All employees of the Company and its designated subsidiaries (approximately 1,240 employees as of the date hereof) who meet the eligibility requirements set forth in the Plan, including, without limitation, any minimum service period o

4. Recommendation to Stockholders RESOLVED, that the Board hereby recommends that the stockholders of the Company approve and adopt the ESPP on the terms set forth in Exhibit A and as described in these resolutions; and it is further RESOLVED, that the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the stockholders of the Company holding a majority of the outst

5. Registration Statement Disclosure RESOLVED, that the ESPP and the material terms thereof shall be described in the registration statement on Form S-1 (File No. to be assigned; SEC CIK: 0001948372) to be filed with the SEC in connection with the Company's proposed IPO, including in the prospectus summary, risk factors, dilution, executive compensation, and any other applicable sections of the registration statement

6. Registration of Shares Under the Securities Act RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed, with the SEC a registration statement on Form S-8 (or such other appropriate form as may be available) under the Securities Act to register the shares of Common Stock issuable under the ESPP, at such time following the IPO Closing as s

7. Authorization of Officers to Administer the Plan RESOLVED, that Marcus Yoon, the Company's Chief Financial Officer, and Sandra Haverford, the Company's General Counsel and Corporate Secretary (each an "Authorized Plan Administrator"), are each hereby authorized, individually and collectively, to take the following actions in connection with the implementation and ongoing administration of the ESPP: (a) to designat

8. Tax Compliance RESOLVED, that the officers of the Company, with the advice of Leonard Cross, Specialist Partner, Tax, at Calderwood & Harkness LLP, and Kessler McBride & Associates LLP (Alan Kessler, Managing Partner; Linda McBride, Partner, Tax Structures), the Company's independent tax advisors, are hereby authorized and directed to take all actions necessary or advisable to ensure that the ESPP complies with Se

9. General Authorization RESOLVED, that Garrett Calloway (Co-Founder, Chairman and Chief Executive Officer), Elaine Briggs (Co-Founder and President, Development), Marcus Yoon (Chief Financial Officer), and Sandra Haverford (General Counsel and Corporate Secretary) (each, an "Authorized Officer" and, collectively, the "Authorized Officers") are each hereby authorized, empowered, and directed, individually and collect

10. Ratification. RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by Calderwood & Harkness LLP, Kessler McBride & Associates LLP, Clarendon Rowe Advisory Group LLC, or any other advisor to the Company, in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the negotiation and preparation of the Plan, the enga