Contract analysis

Section 1: Grant of Restricted Stock Units 1.1 Grant. The Company hereby grants to the Participant \\\\\\\\\\\_ Restricted Stock Units (the "RSUs"), subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. This grant is evidenced by the Grant Notice attached hereto as Exhibit A (the "Grant Notice"), which is incorporated herein by reference and forms a part of this Agreement. 1.2 N

Section 2: Vesting Schedule 2.1 Four-Year Ratable Vesting. Subject to the Participant's Continuous Service (as defined below) through each applicable Vesting Date (as defined below), and except as otherwise provided in Section 5 (Termination of Employment / Service) or Section 6 (Change of Control) of this Agreement, the RSUs shall vest in four (4) equal annual installments in accordance with the following schedule:

Section 3: Settlement of RSUs 3.1 Timing of Settlement. As soon as administratively practicable following each Vesting Date (and in no event later than March 15 of the calendar year following the calendar year in which the applicable Vesting Date occurs), the Company shall deliver to the Participant one (1) Share for each RSU that has vested on such Vesting Date, net of any Shares withheld pursuant to Section 8 (Tax

Section 4: Dividend Equivalents 4.1 No Dividend Equivalents (Default). Unless otherwise determined by the Committee and expressly set forth in the Grant Notice, a schedule, or an appendix to this Agreement, no dividend equivalents shall be paid, accrued, or credited with respect to the RSUs during the period prior to the settlement of such RSUs. For the avoidance of doubt, the Participant shall have no right to recei

Section 5: Termination of Employment / Service 5.1 Termination by the Company Without Cause or by the Participant for Good Reason If the Participant's Continuous Service is terminated by the Company (or any subsidiary) without Cause, or by the Participant for Good Reason (each as defined in the Plan or, if applicable, in the Participant's employment agreement, offer letter, or other written agreement with the Company

Section 6: Change of Control 6.1 Double-Trigger Provision. In the event of a Change of Control (as defined in the Plan), if the RSUs are assumed, continued, or substituted by the surviving entity, the successor entity, or any affiliate thereof (an "Acquiror") — whether by assumption of the RSUs pursuant to their existing terms, continuation of the RSUs on substantially equivalent terms, or substitution of the RSUs wi

Section 7: Restrictions on Transfer 7.1 General Restriction. The RSUs granted hereunder, and any rights or interests therein, may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of by the Participant, whether voluntarily or involuntarily, by operation of law or otherwise, other than by will or the laws of descent and distribution. During the lifetime of the Participant, th

Section 8: Tax Withholding 8.1 Withholding Obligation. The Participant acknowledges and agrees that the vesting and/or settlement of the RSUs (and the delivery of Shares in connection therewith) will give rise to taxable income to the Participant for federal, state, local, and/or foreign income tax purposes, and that the Company (or its applicable subsidiary employer) is required to withhold applicable taxes in conne

Section 9: Section 409A Compliance 9.1 Intent. This Agreement and the RSUs granted hereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and other guidance promulgated thereunder (collectively, "Section 409A"). This Agreement shall be interpreted, construed, and administered in a manner con

Section 10: Clawback / Recoupment 10.1 Application of Clawback Policy. The RSUs granted hereunder, any Shares delivered upon settlement thereof, and any cash or other property received by the Participant in respect of the RSUs shall be subject to any clawback, recoupment, forfeiture, or recovery policy adopted by the Company or the Board from time to time, including, without limitation, (a) any policy adopted to comp

Section 11: Securities Law Compliance 11.1 Compliance with Applicable Laws. The Company shall not be required to issue or deliver any Shares upon settlement of the RSUs unless and until such issuance and delivery complies with all applicable requirements of federal and state securities laws (including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), the rules and regulatio

Section 12: No Right to Continued Employment Nothing in this Agreement, the Grant Notice, or the Plan shall confer upon the Participant any right to continue in the employment or service of the Company or any subsidiary, or shall interfere with or restrict in any way the right of the Company or any subsidiary to terminate the Participant's employment or service at any time, with or without Cause, and with or without

Section 13: Governing Law; Jurisdiction 13.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delawa

Section 14: Entire Agreement; Amendment 14.1 Entire Agreement. This Agreement, together with the Plan, the Grant Notice attached hereto as Exhibit A, and any other documents expressly referenced herein, constitutes the entire agreement between the Company and the Participant with respect to the subject matter hereof, including the RSUs granted hereby, and supersedes all prior and contemporaneous agreements, understan

Section 15: Severability If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of such provision), and the remaining provisions of this Agreement shall continue in full force and eff

Section 16: Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier service (with confirmation of receipt); or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to

Section 17: Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns (including any entity that acquires all or substantially all of the assets or business of the Company, whether by merger, consolidation, acquisition of assets, or otherwise), and shall be binding upon the Participant and the Participant's heirs, executors, administrators, lega

Section 18: Waiver No waiver by either party of any breach or default of any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement on a

Section 19: Electronic Delivery and Acceptance 19.1 Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement, the Plan, the Grant Notice, or any future equity awards or incentive plans by electronic means, including by email, posting on an intranet site or other electronic platform maintained by the Company or a third-party plan administrator, or any other method o

Section 20: Definitions For purposes of this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan. "Agreement" means this Restricted Stock Unit Award Agreement, including the Grant Notice attached hereto as Exhibit A, as the same may be amended, modified, or supplemented from time

Section 21: Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (PDF), or other electronic means shall be equally as effective as delivery of an original executed counterpart. IN WITNESS WHERE

1. The Participant has received and reviewed a copy of this Grant Notice, the Restricted Stock Unit Award Agreement, and the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (including the summary plan description, if any).

2. The Participant understands and agrees to be bound by all of the terms, conditions, and restrictions set forth in this Grant Notice, the Agreement, and the Plan, including the vesting provisions, forfeiture conditions, transfer restrictions, tax withholding obligations, clawback provisions, and all other terms and conditions described therein.

3. The Participant acknowledges that the RSUs granted hereunder do not confer any right to continued employment or service with the Company or any subsidiary, and that the Participant's employment or service remains subject to termination at any time in accordance with applicable law and any applicable employment agreement.

4. The Participant has had the opportunity to consult with the Participant's own legal, tax, and financial advisors regarding the grant of the RSUs and the tax consequences thereof, and the Participant is not relying on the Company for any legal, tax, or financial advice.

5. The Participant consents to receive documents related to this Grant Notice, the Agreement, the Plan, and any future awards by electronic delivery as described in Section 19 of the Agreement. CALLOWAY-BRIGGS RENEWABLES INC. By: ________ Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ Date: ________ PARTICIPANT: Signature: ________ Print Name: \\\\\\\\\\\\\\\\\\\\\\\\\\ Date: ________ This