Contract analysis

Section 1 — Purpose The Nominating and Corporate Governance Committee (the "Committee") is established to assist the Board in fulfilling its responsibilities with respect to: (i) identifying qualified candidates for membership on the Board and recommending to the Board director nominees for each annual meeting of stockholders and to fill any vacancies or newly created directorships on the Board; (ii) developing, reco

Section 2 — Composition The Committee shall consist of a minimum of three (3) members of the Board, each of whom shall be appointed by the Board and shall serve at the pleasure of the Board until his or her successor is duly appointed or until his or her earlier death, resignation, removal from the Committee, or cessation of service as a director. For so long as the Company qualifies as a "controlled company" within

Section 3 — Meetings The Committee shall meet on a regular basis at least four (4) times per year (i.e., at least quarterly) and at such additional times as the Chair or a majority of the Committee members may determine to be necessary or appropriate. Meetings may be held in person, by telephone, by videoconference, or by any other means of communication permitted under the DGCL and the Bylaws. Special meetings of th

Section 4 — Duties and Responsibilities The Committee shall have the following duties and responsibilities, in addition to any other duties that may be assigned to it by the Board from time to time: (a) Director Candidate Identification, Evaluation, and Nomination. Identify, screen, evaluate, and recommend to the Board qualified candidates for election or appointment to the Board, taking into account such factors as

Section 5 — Authority In carrying out its duties and responsibilities, the Committee shall have the following authority: (a) The authority to retain and terminate director search firms, legal counsel, and other advisors as the Committee deems necessary or appropriate in connection with the performance of its duties, without seeking the approval of the full Board. (b) The sole authority to approve the fees and other t

Section 6 — Annual Charter Review The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. Any amendments to this Charter shall be effective only upon approval by the Board. [End of Exhibit A] SIGNATURE PAGE AND CERTIFICATION The undersigned, Sandra Haverford, General Counsel and Corporate Secretary of Calloway-Briggs Renewabl