Contract analysis

I. RECITALS AND PREAMBLE A. Identity of the Company The Company is Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Delaware. The Company's Employer Identification Number (EIN) is 83-4027615. The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's registered agent in the State of Delaware i

II. RESOLUTION 1 — AUTHORIZATION OF THE INITIAL PUBLIC OFFERING A. Approval of the IPO Generally RESOLVED, that the Board hereby authorizes, approves, and ratifies the Company's pursuit of an initial public offering of shares of Common Stock, on the terms and conditions described herein and as may be further determined by the authorized officers of the Company in consultation with the Company's advisors. FURTHER RESO

III. RESOLUTION 2 — AUTHORIZATION OF REGISTRATION STATEMENT ON FORM S-1 A. Filing of the Registration Statement RESOLVED, that the Board hereby authorizes the preparation, execution, and filing with the United States Securities and Exchange Commission (the "SEC") of a registration statement on Form S-1 (the "Registration Statement"), including any and all pre-effective and post-effective amendments thereto, under the

IV. RESOLUTION 3 — ENGAGEMENT OF UNDERWRITERS A. Selection of Lead-Left Book-Runner and Joint Book-Running Managers RESOLVED, that the Board hereby approves the engagement of the following investment banks as underwriters for the IPO, in the capacities set forth below: (a) Hargrove Keating & Co., with offices at 383 Madison Place, New York, New York 10017, as lead-left book-running manager and coordinating underwrite

V. RESOLUTION 4 — ENGAGEMENT OF ADVISORS AND SERVICE PROVIDERS A. Ratification of Issuer's Counsel RESOLVED, that the Board hereby ratifies the engagement of Calderwood & Harkness LLP, with offices at 599 Lexington Avenue, New York, New York 10022, as issuer's counsel for the IPO, pursuant to the engagement letter dated March 10, 2022 (C&H Matter No. 1015-00001). The fee arrangement with Calderwood & Harkness LLP con

VI. RESOLUTION 5 — APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION A. Recommendation of Charter Amendments RESOLVED, that the Board hereby approves and recommends to the stockholders of the Company the adoption of the Amended and Restated Certificate of Incorporation of the Company (the "Amended Charter"), in substantially the form presented to the Board and attached to these resolutions as Exhibit A, t

VII. RESOLUTION 6 — APPROVAL OF AMENDED AND RESTATED BYLAWS RESOLVED, that the Board hereby approves the adoption of the Amended and Restated Bylaws of the Company (the "Amended Bylaws"), in substantially the form presented to the Board and attached to these resolutions as Exhibit B, to become effective upon the closing of the IPO. The Amended Bylaws shall include, among other things, the following key provisions: (a

VIII. RESOLUTION 7 — APPROVAL OF THE 2022 OMNIBUS EQUITY INCENTIVE PLAN RESOLVED, that the Board hereby approves the adoption of the 2022 Omnibus Equity Incentive Plan of the Company (the "Equity Plan"), in substantially the form presented to the Board and attached to these resolutions as Exhibit C, and hereby recommends the Equity Plan to the stockholders of the Company for adoption. The material terms of the Equity

IX. RESOLUTION 8 — APPROVAL OF THE 2022 EMPLOYEE STOCK PURCHASE PLAN RESOLVED, that the Board hereby approves the adoption of the 2022 Employee Stock Purchase Plan of the Company (the "ESPP"), in substantially the form presented to the Board and attached to these resolutions as Exhibit D, and hereby recommends the ESPP to the stockholders of the Company for adoption. The material terms of the ESPP are as follows: (a)

X. RESOLUTION 9 — APPROVAL OF STOCKHOLDERS' AGREEMENT RESOLVED, that the Board hereby approves the Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, in substantially the form presented to the Board, to become effective upon the closing of the IPO. The Stockholders' Agreement shall replace in its

XI. RESOLUTION 10 — APPROVAL OF REGISTRATION RIGHTS AGREEMENT RESOLVED, that the Board hereby approves the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and Pinnacle Vista Capital Partners III, LP (and its permitted transferees), in substantially the form presented to the Board, to become effective upon the closing of the IPO. The material terms of the Registration Rights Agree

XII. RESOLUTION 11 — APPROVAL OF INDEMNIFICATION AGREEMENTS RESOLVED, that the Board hereby approves the form of indemnification agreement (the "Indemnification Agreement") between the Company and each of its directors and executive officers, in substantially the form presented to the Board and attached to these resolutions as Exhibit E. The Indemnification Agreement shall provide, among other things, for the followi

7. Richard Estavez Named Executive Officers:

1. Marcus Yoon, Chief Financial Officer

2. Sandra Haverford, General Counsel & Corporate Secretary

3. Dale Renfroe, Chief Operating Officer

4. Priya Anand, Senior Vice President, Finance & Treasurer

5. Tomás Quintero, Senior Vice President, Project Development

6. Rachel Whitmore, Senior Vice President, Power Marketing & Origination

XIII. RESOLUTION 12 — ESTABLISHMENT OF BOARD COMMITTEES A. Audit Committee RESOLVED, that the Board hereby establishes the Audit Committee of the Board of Directors (the "Audit Committee"), effective upon the closing of the IPO, and appoints the following independent directors as members thereof: • Warren Okoro — Chair • Catherine Liang — Member • Richard Estavez — Member FURTHER RESOLVED, that the Board hereby desig

XIV. RESOLUTION 13 — FINRA FILING AND REGULATORY APPROVALS RESOLVED, that the Board hereby authorizes the officers of the Company, and each of them acting individually, to prepare and file with the Financial Industry Regulatory Authority, Inc. ("FINRA") the Corporate Financing Application (Filing No. 20221129-01) and all supporting schedules, exhibits, amendments, and supplemental materials required under FINRA Rule

XV. RESOLUTION 14 — LENDER CONSENTS AND NOTICES RESOLVED, that the Board hereby authorizes the officers of the Company, and each of them acting individually, to take the following actions in connection with obtaining consents and delivering notices to the Company's existing lenders and financial counterparties: (a) Veltrano National Bank — Corporate Credit Facilities. To seek and obtain the consent of Veltrano Nation

XVI. RESOLUTION 15 — AUTHORIZATION OF USE OF PROCEEDS AND DEBT REPAYMENT RESOLVED, that upon the consummation of the IPO and receipt of the net proceeds therefrom, the officers of the Company are hereby authorized, empowered, and directed to apply the net proceeds as follows: (a) To prepay approximately Two Hundred Million Dollars ($200,000,000) of the outstanding principal amount of the Term Loan B with Veltrano Nat

XVII. RESOLUTION 16 — ADOPTION OF PUBLIC-COMPANY GOVERNANCE POLICIES RESOLVED, that the Board hereby approves the adoption of the following corporate governance policies and procedures, each in substantially the form presented to the Board, to become effective upon the closing of the IPO: (a) Insider Trading Policy. A policy governing trading in the Company's securities by directors, officers, employees, and their re