Contract analysis

ARTICLE I NAME The name of the corporation is Calloway-Briggs Renewables Inc.

ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is Capitol Statutory Services, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the regist

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance, and not in limitation, of the foregoing, the Corporation shall have all of the powers now or hereafter conferred by the laws of the State of Delaware upon corporations organized under the DGCL, including, without limitation, the power to develop, constru

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 *Authorized Shares.* The total number of shares of all classes of capital stock that the Corporation is authorized to issue is The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the

Section 4.2 *Common Stock.* (a) *Voting Rights.* Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder of record on all matters submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by law or by the terms of any series of Preferred Stock, the holders of Common Stock

Section 4.3 *Preferred Stock (Blank Check Authorization).*

Section 4.4 *Dual-Class Sundown Provision.*

Section 5.1 *Power of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by statute, this Certificate of Incorporation, or the Bylaws of the Corporation (as may be amended from time to time, the "Bylaws*"), the Board of Directors is hereby empowered to exe

Section 5.2 *Number of Directors.* (b) Pinnacle Vista shall have the right to designate nominees for election to the Board of Directors pursuant to, and in accordance with, the Amended and Restated Stockholders' Agreement, dated as of the date hereof, by and among the Corporation, Pinnacle Vista, and the other stockholders party thereto (as may be amended from time to time, the "Stockholders' Agreement"). The number

Section 5.3 *Classified Board Structure.*

Section 5.4 *Removal of Directors.* (b) For purposes of this Section 5.4, "Cause" shall mean, with respect to any director, (i) a final, non-appealable conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof, (ii) a final, non-appealable judicial determination that such director engaged in willful misconduct or fraud in the performance of such director

Section 5.5 *Vacancies.* (b) Any director elected to fill a vacancy resulting from the death, resignation, or removal of a director shall hold office for the remainder of the full term of the class in which such vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Any director elected to fill

Section 5.6 *Written Ballot.* Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

ARTICLE VI STOCKHOLDER MATTERS

Section 6.1 *No Action by Written Consent.* (b) *Transition Provision.* For so long as Pinnacle Vista and its affiliates beneficially own a majority of the outstanding shares of Common Stock, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing,

Section 6.2 *Special Meetings.* (i) the Chairman of the Board of Directors (initially, Garrett Calloway); (ii) the Chief Executive Officer of the Corporation; (iii) the Board of Directors, pursuant to a resolution duly adopted by a majority of the entire Board of Directors then in office; or (iv) for so long as Pinnacle Vista and its affiliates beneficially own at least twenty-five percent (25%) of the outstanding sh

Section 6.3 *No Cumulative Voting.* No stockholder of the Corporation shall be entitled to cumulate votes in the election of directors of the Corporation.

ARTICLE VII LIMITATION OF LIABILITY

Section 7.1 *Director Liability Limitation.* (a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, ), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, and for the avoi

Section 7.2 *Officer Exculpation.* (a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the Delaware General Corporation Law Amendment Act of 2022), no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as

Section 8.1 *Right to Indemnification.* (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proce

Section 8.2 *Advancement of Expenses.* (a) The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (the "Und

Section 8.3 *Non-Exclusivity.* The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any provision of law, this Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, the individual Indemnification Agreements entered

Section 8.4 *Insurance.* (a) The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to emp

Section 8.5 *Survival and Amendment.* (a) The rights conferred by this Article VIII shall continue as to any Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnified Person. (b) Any amendment, repeal, or modification of this Article VIII by the stockholders or the Board of Directors of the Corporatio

ARTICLE IX DGCL SECTION 203 — BUSINESS COMBINATIONS

Section 9.1 *Opt-In to Section 203.* The Corporation shall be governed by Section 203 of the DGCL (the "Business Combination Statute"), which, among other things, generally prohibits certain "business combinations" (as defined in Section 203(c)(3) of the DGCL) between the Corporation and an "interested stockholder" (generally defined as a person who, together with affiliates and associates, owns, or within the three-

Section 9.2 *Exemption for Specified Stockholders.* Notwithstanding the foregoing Section 9.1, Section 203 of the DGCL shall not apply to any business combination between the Corporation and any of the following persons or entities (collectively, the "Exempted Persons"): (a) Pinnacle Vista Capital Partners III, LP; (b) Pinnacle Vista Capital Management LLC; (c) any direct or indirect affiliate or successor of any of

ARTICLE X CORPORATE OPPORTUNITIES

Section 10.1 *Renunciation of Corporate Opportunities.* (a) To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation, on behalf of itself and its subsidiaries, hereby renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become availa

Section 11.1 *Amendment of Certificate of Incorporation.* (a) The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. (c) *Transition Provision.* Notwithstanding the foregoing Section 11.1(b), for so

Section 11.2 *Amendment of Bylaws.* (a) In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office. (c) *Transition Provision.* Notwithstanding the foregoing Section 11.2(b), for so long as Pinnacle Vista

Section 12.1 *Delaware Court of Chancery Forum Selection.* Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the

Section 12.2 *Federal Forum for Securities Act Claims.* Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"

Section 12.3 *Consent to Jurisdiction; Enforcement.* Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of Section 12.1 or Section 12.2 above is filed in a court other than a court loca

ARTICLE XIII SEVERABILITY If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law: (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporat

ARTICLE XIV INCORPORATOR The name of the original incorporator of the Corporation was Garrett Calloway, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 14, 2014. The powers of the incorporator have terminated upon the filing of the original Certificate of Incorporation and the organization of the Corporation. \* \* \* \* \* This Amended and Restate