1015-00001 · Graymont Brothers Inc · Closing

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C&H Matter No. 1015-00001

SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

Delivered Pursuant to Section [__] of the Underwriting Agreement

[DRAFT — Subject to completion upon pricing and closing]

This Secretary's Certificate (this "Certificate") is delivered in connection with the Underwriting Agreement dated as of [●], 2022 (the "Underwriting Agreement"), among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership, as selling stockholder (the "Selling Stockholder"), and Hargrove Keating & Co., as representative (the "Representative") of the several underwriters named therein (collectively, the "Underwriters").

RECITALS

The undersigned, Sandra Haverford, hereby certifies that she is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). The undersigned has held the position of General Counsel and Corporate Secretary of the Company continuously since March 15, 2019, and is authorized to execute and deliver this Certificate on behalf of the Company.

The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's registered agent for service of process in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's Employer Identification Number assigned by the Internal Revenue Service is 83-4027615.

This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement dated as of [●], 2022 (the "Underwriting Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, as Selling Stockholder, and the several Underwriters named therein, for which Hargrove Keating & Co. is acting as Representative, in connection with the initial public offering (the "IPO" or the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."

The Offering contemplates the issuance and sale by the Company, and the sale by the Selling Stockholder, of an aggregate of approximately $600,000,000 of shares of Common Stock (inclusive of shares subject to the underwriters' option to purchase additional shares to cover overallotments), pursuant to the Registration Statement on Form S-1 (File No. 333-[●]) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC").

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Underwriting Agreement.

In connection with the foregoing, and in my capacity as General Counsel and Corporate Secretary of the Company, I hereby certify as follows:

SECTION 1: INCUMBENCY CERTIFICATION

1.1 Officers. I hereby certify that each of the following persons holds the office set forth opposite his or her name as of the date hereof and has held such office at all times during the period relevant to the authorization, negotiation, execution, and delivery of the Underwriting Agreement and the consummation of the transactions contemplated thereby (including the preparation and filing of the Registration Statement and all amendments thereto). I further certify that the specimen signature set forth opposite each such person's name is the true and genuine signature of such person.

Each of the foregoing officers has been duly authorized by the Board of Directors of the Company (the "Board") to execute and deliver documents and instruments, and to take such other actions, on behalf of the Company in connection with the IPO and the Underwriting Agreement, including, without limitation, the Registration Statement, the Pricing Agreement, any and all amendments or supplements to the Registration Statement or the related prospectus, applications to the NYSE, and such other certificates, instruments, agreements, and documents as may be necessary or desirable in connection with the consummation of the transactions contemplated by the Underwriting Agreement.

1.2 Directors. I hereby certify that the following persons constitute all of the members of the Board of Directors of the Company as of the date hereof, and that no other persons serve as directors of the Company:

The Board currently consists of seven (7) members. Each of the foregoing directors was duly elected or appointed in accordance with the Company's organizational documents and the Delaware General Corporation Law (the "DGCL"), and each such director continues to serve in such capacity as of the date hereof. Each of Warren Okoro, Catherine Liang, and Richard Estavez has been determined by the Board to be "independent" within the meaning of the applicable rules and regulations of the SEC and the listing standards of the NYSE.

SECTION 2: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

2.1 Amended and Restated Certificate of Incorporation

I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Charter"), as filed with the Secretary of State of the State of Delaware and effective as of [●], 2022, which is the date of the closing of the Offering (the "Closing Date"). The Charter was duly adopted by the Board and approved by the requisite vote of the stockholders of the Company in accordance with the applicable provisions of the DGCL.

The Charter has not been further amended, modified, supplemented, restated, or otherwise changed since the date of its filing with the Secretary of State of the State of Delaware, and the Charter is in full force and effect as of the date hereof. No proceedings have been instituted or are contemplated for the amendment, modification, or restatement of the Charter, and no action has been taken or is contemplated that would result in the dissolution, winding up, or liquidation of the Company.

The Charter provides for, among other things: (i) authorized capital stock of the Company, with shares of Common Stock and Preferred Stock each having a par value of $0.01 per share; (ii) a classified board structure with three classes of directors serving staggered three-year terms; (iii) the applicability of Section 203 of the DGCL governing business combinations with interested stockholders; (iv) an exclusive forum selection provision designating the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, the federal district court of the District of Delaware) as the sole and exclusive forum for certain intra-corporate disputes; and (v) such other provisions regarding the governance and capitalization of the Company as are more fully set forth therein.

2.2 Amended and Restated Bylaws

I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of the Company (the "Bylaws"), as adopted by the Board of Directors effective as of [●], 2022, which is the Closing Date. The Bylaws were duly adopted by the Board in accordance with the applicable provisions of the DGCL and the Charter.

The Bylaws have not been further amended, modified, supplemented, restated, or otherwise changed since the date of their adoption by the Board, and the Bylaws are in full force and effect as of the date hereof. No proceedings have been instituted or are contemplated for the amendment, modification, or restatement of the Bylaws.

The Bylaws include, among other things, provisions regarding: (i) advance-notice requirements for stockholder proposals and director nominations; (ii) a forum-selection clause designating the Court of Chancery of the State of Delaware as the exclusive forum for certain categories of legal proceedings; (iii) the establishment and authority of committees of the Board; (iv) indemnification and advancement of expenses for directors and officers of the Company to the fullest extent permitted by the DGCL; and (v) such other provisions regarding the governance and operations of the Company as are more fully set forth therein.

SECTION 3: CERTIFICATION OF BOARD RESOLUTIONS

3.1 Resolutions Authorizing the IPO and Related Transactions

I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company authorizing the IPO and the related transactions contemplated thereby (the "IPO Resolutions"). The IPO Resolutions were adopted at a duly convened meeting of the Board at which a quorum of directors was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in either case in accordance with the Charter, the Bylaws, and the DGCL.

The IPO Resolutions authorized, among other things, the following actions:

(a) the preparation, execution, and filing with the SEC of the Registration Statement on Form S-1 (SEC CIK No. 0001948372), together with all amendments and supplements thereto, and the related prospectus and any free writing prospectuses, in connection with the registration of shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act");

(b) the engagement of the Underwriters, including Hargrove Keating & Co. as lead-left book-running manager, and Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC as joint book-runners and co-managers, in connection with the Offering;

(c) the authorization of the negotiation, execution, and delivery of the Underwriting Agreement, including the terms and conditions thereof, by the authorized officers of the Company;

(d) the authorization of the officers of the Company to negotiate and execute the Pricing Agreement setting forth the public offering price, the underwriting discount, and the number of shares of Common Stock to be sold by the Company and the Selling Stockholder in the Offering;

(e) the approval of the submission of the listing application to the New York Stock Exchange (Application No. NYSE-2022-04218) for the listing of shares of Common Stock under the proposed ticker symbol "CBRI," and the authorization of the officers of the Company to take all actions necessary or desirable to effect such listing;

(f) the authorization of each of the officers named in Section 1.1 hereof to execute and deliver, on behalf of the Company, all such certificates, instruments, agreements, documents, and filings as may be necessary or desirable in connection with the consummation of the IPO and the transactions contemplated by the Underwriting Agreement; and

(g) the authorization and ratification of all prior actions taken by the officers and directors of the Company in furtherance of the foregoing.

The IPO Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board that would modify or be inconsistent with the IPO Resolutions.

3.2 Resolutions Approving the Amended and Restated Certificate of Incorporation

I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors approving and recommending to the stockholders of the Company the adoption of the Amended and Restated Certificate of Incorporation (the "Charter Resolutions"). The Charter Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter (as then in effect), the Bylaws (as then in effect), and the DGCL.

The Charter Resolutions specifically authorized the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and directed the officers of the Company to take all actions necessary or desirable to effect such filing upon the closing of the IPO. The Charter Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.

3.3 Resolutions Approving the Amended and Restated Bylaws

I hereby certify that attached hereto as Exhibit E is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors adopting the Amended and Restated Bylaws of the Company (the "Bylaws Resolutions"), effective upon the closing of the IPO. The Bylaws Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter (as then in effect), the Bylaws (as then in effect), and the DGCL.

The Bylaws Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.

3.4 Resolutions Approving the 2022 Omnibus Equity Incentive Plan

I hereby certify that attached hereto as Exhibit F is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors approving the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan") and recommending stockholder adoption thereof (the "Equity Plan Resolutions"). The Equity Plan Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter, the Bylaws, and the DGCL.

The Equity Plan Resolutions authorized the reservation of 12,727,273 shares of Common Stock for issuance under the Equity Incentive Plan, representing approximately 10% of the total post-IPO shares of Common Stock outstanding on a fully-exercised basis (based on 127,272,727 shares outstanding assuming full exercise of the underwriters' overallotment option). The Equity Plan Resolutions directed the officers of the Company to take all actions necessary or desirable to register the shares reserved under the Equity Incentive Plan on a Registration Statement on Form S-8 to be filed with the SEC promptly following the effectiveness of the Registration Statement on Form S-1.

The Equity Plan Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.

3.5 Resolutions Approving the 2022 Employee Stock Purchase Plan

I hereby certify that attached hereto as Exhibit G is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors approving the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP") and recommending stockholder adoption thereof (the "ESPP Resolutions"). The ESPP Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter, the Bylaws, and the DGCL.

The ESPP Resolutions authorized the reservation of 2,545,455 shares of Common Stock for issuance under the ESPP, representing approximately 2% of the total post-IPO shares of Common Stock outstanding on a fully-exercised basis (based on 127,272,727 shares outstanding assuming full exercise of the underwriters' overallotment option). The ESPP Resolutions directed the officers of the Company to take all actions necessary or desirable to register the shares reserved under the ESPP on a Registration Statement on Form S-8 to be filed with the SEC promptly following the effectiveness of the Registration Statement on Form S-1.

The ESPP Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.

3.6 Resolutions Establishing Board Committees

I hereby certify that the Board of Directors has duly adopted resolutions establishing the following standing committees of the Board, effective upon the closing of the IPO, with the membership and responsibilities set forth therein (the "Committee Resolutions"):

(a) Audit Committee. The Audit Committee shall be composed of the following members: Warren Okoro (Chair), Catherine Liang, and Richard Estavez. The Board has determined that Warren Okoro qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC and satisfies the applicable financial literacy and expertise requirements under the listing standards of the NYSE. Each member of the Audit Committee has been determined by the Board to be "independent" within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable listing standards of the NYSE.

(b) Compensation Committee. The Compensation Committee shall be composed of the following members: Catherine Liang (Chair), Richard Estavez, and Warren Okoro. Each member of the Compensation Committee has been determined by the Board to be "independent" within the meaning of the applicable listing standards of the NYSE and a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.

(c) Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall be composed of the following members: Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton.

Copies of the Committee Resolutions, including the charters of each such committee, are attached hereto as Exhibit H. The Committee Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.

SECTION 4: CERTIFICATION OF STOCKHOLDER ACTIONS

4.1 Written Consent of Stockholders

I hereby certify that attached hereto as Exhibit I is a true, correct, and complete copy of the Written Consent of Stockholders of Calloway-Briggs Renewables Inc. (the "Written Consent"), which was executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs.

At the time of execution of the Written Consent, Pinnacle Vista Capital Partners III, LP held approximately 62% of the total outstanding voting power of the Company, and Garrett Calloway and Elaine Briggs collectively held approximately 24% of the total outstanding voting power of the Company. Together, the signatories to the Written Consent represented more than 90% of the total voting power of all outstanding shares of capital stock of the Company entitled to vote on the matters set forth therein, which exceeded the minimum threshold required under the DGCL and the Company's then-existing certificate of incorporation and bylaws for the approval of such matters.

The Written Consent approved and adopted the following actions:

(a) the adoption of the Amended and Restated Certificate of Incorporation of the Company in the form attached to the Written Consent, to become effective upon filing with the Secretary of State of the State of Delaware on or about the Closing Date;

(b) the approval and adoption of the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, including the reservation of 12,727,273 shares of Common Stock for issuance thereunder; and

(c) the approval and adoption of the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, including the reservation of 2,545,455 shares of Common Stock for issuance thereunder.

The Written Consent was duly executed and delivered in accordance with Section 228 of the DGCL and the Company's then-existing certificate of incorporation and bylaws. The Company provided prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to all stockholders who did not execute the Written Consent, as required by Section 228(e) of the DGCL. The actions approved in the Written Consent are effective and have not been amended, modified, rescinded, or revoked in any respect.

SECTION 5: GOOD STANDING AND EXISTENCE

I hereby certify that, to the knowledge of the undersigned after due inquiry, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has been continuously incorporated and in good standing in the State of Delaware since its date of incorporation, and no certificate of dissolution, certificate of merger, or other instrument effecting or contemplating the dissolution, winding up, liquidation, or termination of the corporate existence of the Company has been filed with the Secretary of State of the State of Delaware or is pending or contemplated.

A Certificate of Good Standing (or equivalent certificate) issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Closing Date, will be obtained and delivered separately at the closing of the Offering as a condition to closing under the Underwriting Agreement.

In addition, a Certificate of Good Standing (or Certificate of Existence, as applicable) issued by the Secretary of State of the State of Texas (the state in which the Company's principal executive offices are located), dated as of a recent date prior to the Closing Date, will be obtained and delivered separately at the closing of the Offering. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction in which the nature of its business or the ownership, operation, or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement).

SECTION 6: CAPITALIZATION

I hereby certify that, as of the date hereof and immediately prior to the closing of the IPO, the authorized capital stock of the Company consists of:

(a) [●] shares of Common Stock, par value $0.01 per share; and

(b) [●] shares of Preferred Stock, par value $0.01 per share.

As of immediately prior to the closing of the IPO (and after giving effect to the reclassification and conversion of all outstanding shares of preferred stock of the Company into shares of Common Stock), there are 100,000,000 shares of Common Stock issued and outstanding. No shares of Preferred Stock are issued and outstanding as of such time (after giving effect to such reclassification and conversion).

The following table sets forth the anticipated capitalization of the Company upon the closing of the IPO:

The foregoing capitalization information is based on the assumptions and estimates set forth in the Registration Statement and is subject to adjustment upon final pricing and determination of the number of shares to be sold by the Company and the Selling Stockholder in the Offering. Except as set forth above and as described in the Registration Statement, as of the date hereof, there are no outstanding options, warrants, rights of conversion, or other agreements or commitments obligating the Company to issue, sell, or otherwise dispose of any additional shares of its capital stock, or any securities or obligations convertible into or exchangeable for any shares of its capital stock.

SECTION 7: NO CONFLICTS; NO PROCEEDINGS

I hereby certify that, to the knowledge of the undersigned after due inquiry, the execution and delivery by the Company of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of shares of Common Stock in the Offering, do not and will not (a) violate or conflict with any provision of the Charter or the Bylaws, each as currently in effect, or (b) result in a breach of, or constitute a default under, any resolution of the Board of Directors or the stockholders of the Company that is currently in effect.

I further certify that, to the knowledge of the undersigned after due inquiry, the Company has not received any written notice of any pending or, to the knowledge of the undersigned, threatened litigation, arbitration, administrative proceeding, governmental investigation, or other legal proceeding against or affecting the Company or any of its officers or directors (in their capacity as such) that would prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by the Underwriting Agreement, or that seeks to restrain or prohibit the IPO or the issuance of shares of Common Stock thereunder. This certification is made without limitation of the risk factors and legal proceedings disclosures set forth in the Registration Statement.

SECTION 8: GENERAL QUALIFICATIONS AND RELIANCE

This Certificate is delivered to the Underwriters pursuant to the requirements of the Underwriting Agreement and may be relied upon by the Underwriters and their counsel, Prescott, Danforth & Yee LLP, and by the Company's counsel, Calderwood & Harkness LLP, in connection with the rendering of opinions, the preparation of closing deliverables, and the satisfaction of conditions to closing required under the Underwriting Agreement. This Certificate may also be relied upon by such other parties as are expressly entitled to rely on the conditions and deliverables under the Underwriting Agreement.

Each certification contained herein is made by the undersigned to the best of her knowledge and belief after due inquiry, including review of the Company's corporate records, minute books, stock ledgers, and other relevant books and records maintained at the principal executive offices of the Company and at the offices of the Company's outside counsel. Nothing herein shall be deemed to constitute a certification or representation as to any matter that is the subject of a separate legal opinion or other deliverable required under the Underwriting Agreement.

This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware with respect to all matters relating to the corporate existence, organization, and governance of the Company, and in accordance with the laws of the State of New York with respect to all matters relating to the Underwriting Agreement and the transactions contemplated thereby, in each case without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.

IN WITNESS WHEREOF, I have hereunto set my hand as of [●], 2022.

________________________________________

Sandra Haverford General Counsel and Corporate Secretary Calloway-Briggs Renewables Inc.

EXHIBIT LIST

The following exhibits are attached to and form a part of this Secretary's Certificate:

NOTE: Each exhibit referenced above is to be attached in final, executed form at the closing of the Offering. As of June 17, 2022, the exhibits remain in draft form consistent with the dormant status of the Offering. Upon reactivation of the Offering, each exhibit will require updating, finalization, and re-confirmation by the undersigned and by counsel prior to execution and delivery of this Certificate.

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[EXHIBITS A THROUGH I TO BE ATTACHED AT CLOSING]

DRAFT — Prepared by Calderwood & Harkness LLP

C&H Matter No. 1015-00001

This certificate is in draft form and has not been executed. The offering was placed in dormant status on June 17, 2022. This draft will require updating and re-confirmation upon reactivation of the offering. All bracketed information (including pricing, dates, and share numbers dependent on final pricing) remains subject to completion. This draft is circulated for discussion purposes among counsel and the working group only and does not constitute a binding obligation of the Company or any other party.

Name	Title	Specimen Signature
Garrett Calloway	Co-Founder, Chairman of the Board, and Chief Executive Officer	_____
Elaine Briggs	Co-Founder and President, Development	_____
Marcus Yoon	Chief Financial Officer	_____
Sandra Haverford	General Counsel and Corporate Secretary	_____
Dale Renfroe	Chief Operating Officer	_____
Priya Anand	Senior Vice President, Finance and Treasurer	_____
Tomás Quintero	Senior Vice President, Project Development	_____
Rachel Whitmore	Chief People Officer	_____
Name	Affiliation / Status
Garrett Calloway	Non-independent (management)
Elaine Briggs	Non-independent (management)
Hugh Pemberton	Non-independent (Pinnacle Vista Capital Partners designee)
Diane Kovac	Non-independent (Pinnacle Vista Capital Partners designee)
Warren Okoro	Independent
Catherine Liang	Independent
Richard Estavez	Independent
Description	Shares
Pre-IPO shares of Common Stock outstanding (fully diluted, post-reclassification)	100,000,000
Base shares to be issued in the Offering (at $22.00 per share)	23,713,636
Post-IPO shares outstanding (base offering, no overallotment exercise)	123,713,636
Additional shares subject to overallotment option	3,559,091
Post-IPO shares outstanding (assuming full overallotment exercise)	127,272,727
Shares reserved under 2022 Omnibus Equity Incentive Plan	12,727,273
Shares reserved under 2022 Employee Stock Purchase Plan	2,545,455

Exhibit	Description
Exhibit A	Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc.
Exhibit B	Amended and Restated Bylaws of Calloway-Briggs Renewables Inc.
Exhibit C	Board Resolutions — Authorization of IPO and Related Transactions
Exhibit D	Board Resolutions — Approval of Amended and Restated Certificate of Incorporation
Exhibit E	Board Resolutions — Approval of Amended and Restated Bylaws
Exhibit F	Board Resolutions — Approval of 2022 Omnibus Equity Incentive Plan (12,727,273 shares reserved)
Exhibit G	Board Resolutions — Approval of 2022 Employee Stock Purchase Plan (2,545,455 shares reserved)
Exhibit H	Board Resolutions — Appointment of Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee
Exhibit I	Written Consent of Stockholders (Pinnacle Vista Capital Partners III, LP; Garrett Calloway; Elaine Briggs)

C&H Matter No. 1015-00001
SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.
Delivered Pursuant to Section [__] of the Underwriting Agreement
[DRAFT — Subject to completion upon pricing and closing]
This Secretary's Certificate (this "Certificate") is delivered in connection with the Underwriting Agreement dated as of [●], 2022 (the "Underwriting Agreement"), among Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership, as selling stockholder (the "Selling Stockholder"), and Hargrove Keating & Co., as representative (the "Representative") of the several underwriters named therein (collectively, the "Underwriters").
RECITALS
The undersigned, Sandra Haverford, hereby certifies that she is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). The undersigned has held the position of General Counsel and Corporate Secretary of the Company continuously since March 15, 2019, and is authorized to execute and deliver this Certificate on behalf of the Company.
The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company's registered agent for service of process in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's Employer Identification Number assigned by the Internal Revenue Service is 83-4027615.
This Certificate is being delivered pursuant to Section [__] of the Underwriting Agreement dated as of [●], 2022 (the "Underwriting Agreement"), among the Company, Pinnacle Vista Capital Partners III, LP, as Selling Stockholder, and the several Underwriters named therein, for which Hargrove Keating & Co. is acting as Representative, in connection with the initial public offering (the "IPO" or the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."
The Offering contemplates the issuance and sale by the Company, and the sale by the Selling Stockholder, of an aggregate of approximately $600,000,000 of shares of Common Stock (inclusive of shares subject to the underwriters' option to purchase additional shares to cover overallotments), pursuant to the Registration Statement on Form S-1 (File No. 333-[●]) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC").
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Underwriting Agreement.
In connection with the foregoing, and in my capacity as General Counsel and Corporate Secretary of the Company, I hereby certify as follows:
SECTION 1: INCUMBENCY CERTIFICATION
1.1 Officers.  I hereby certify that each of the following persons holds the office set forth opposite his or her name as of the date hereof and has held such office at all times during the period relevant to the authorization, negotiation, execution, and delivery of the Underwriting Agreement and the consummation of the transactions contemplated thereby (including the preparation and filing of the Registration Statement and all amendments thereto). I further certify that the specimen signature set forth opposite each such person's name is the true and genuine signature of such person.
Each of the foregoing officers has been duly authorized by the Board of Directors of the Company (the "Board") to execute and deliver documents and instruments, and to take such other actions, on behalf of the Company in connection with the IPO and the Underwriting Agreement, including, without limitation, the Registration Statement, the Pricing Agreement, any and all amendments or supplements to the Registration Statement or the related prospectus, applications to the NYSE, and such other certificates, instruments, agreements, and documents as may be necessary or desirable in connection with the consummation of the transactions contemplated by the Underwriting Agreement.
1.2 Directors.  I hereby certify that the following persons constitute all of the members of the Board of Directors of the Company as of the date hereof, and that no other persons serve as directors of the Company:
The Board currently consists of seven (7) members. Each of the foregoing directors was duly elected or appointed in accordance with the Company's organizational documents and the Delaware General Corporation Law (the "DGCL"), and each such director continues to serve in such capacity as of the date hereof. Each of Warren Okoro, Catherine Liang, and Richard Estavez has been determined by the Board to be "independent" within the meaning of the applicable rules and regulations of the SEC and the listing standards of the NYSE.
SECTION 2: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
2.1 Amended and Restated Certificate of Incorporation
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Charter"), as filed with the Secretary of State of the State of Delaware and effective as of [●], 2022, which is the date of the closing of the Offering (the "Closing Date"). The Charter was duly adopted by the Board and approved by the requisite vote of the stockholders of the Company in accordance with the applicable provisions of the DGCL.
The Charter has not been further amended, modified, supplemented, restated, or otherwise changed since the date of its filing with the Secretary of State of the State of Delaware, and the Charter is in full force and effect as of the date hereof. No proceedings have been instituted or are contemplated for the amendment, modification, or restatement of the Charter, and no action has been taken or is contemplated that would result in the dissolution, winding up, or liquidation of the Company.
The Charter provides for, among other things: (i) authorized capital stock of the Company, with shares of Common Stock and Preferred Stock each having a par value of $0.01 per share; (ii) a classified board structure with three classes of directors serving staggered three-year terms; (iii) the applicability of Section 203 of the DGCL governing business combinations with interested stockholders; (iv) an exclusive forum selection provision designating the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, the federal district court of the District of Delaware) as the sole and exclusive forum for certain intra-corporate disputes; and (v) such other provisions regarding the governance and capitalization of the Company as are more fully set forth therein.
2.2 Amended and Restated Bylaws
I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of the Company (the "Bylaws"), as adopted by the Board of Directors effective as of [●], 2022, which is the Closing Date. The Bylaws were duly adopted by the Board in accordance with the applicable provisions of the DGCL and the Charter.
The Bylaws have not been further amended, modified, supplemented, restated, or otherwise changed since the date of their adoption by the Board, and the Bylaws are in full force and effect as of the date hereof. No proceedings have been instituted or are contemplated for the amendment, modification, or restatement of the Bylaws.
The Bylaws include, among other things, provisions regarding: (i) advance-notice requirements for stockholder proposals and director nominations; (ii) a forum-selection clause designating the Court of Chancery of the State of Delaware as the exclusive forum for certain categories of legal proceedings; (iii) the establishment and authority of committees of the Board; (iv) indemnification and advancement of expenses for directors and officers of the Company to the fullest extent permitted by the DGCL; and (v) such other provisions regarding the governance and operations of the Company as are more fully set forth therein.
SECTION 3: CERTIFICATION OF BOARD RESOLUTIONS
3.1 Resolutions Authorizing the IPO and Related Transactions
I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company authorizing the IPO and the related transactions contemplated thereby (the "IPO Resolutions"). The IPO Resolutions were adopted at a duly convened meeting of the Board at which a quorum of directors was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in either case in accordance with the Charter, the Bylaws, and the DGCL.
The IPO Resolutions authorized, among other things, the following actions:
(a) the preparation, execution, and filing with the SEC of the Registration Statement on Form S-1 (SEC CIK No. 0001948372), together with all amendments and supplements thereto, and the related prospectus and any free writing prospectuses, in connection with the registration of shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act");
(b) the engagement of the Underwriters, including Hargrove Keating & Co. as lead-left book-running manager, and Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC as joint book-runners and co-managers, in connection with the Offering;
(c) the authorization of the negotiation, execution, and delivery of the Underwriting Agreement, including the terms and conditions thereof, by the authorized officers of the Company;
(d) the authorization of the officers of the Company to negotiate and execute the Pricing Agreement setting forth the public offering price, the underwriting discount, and the number of shares of Common Stock to be sold by the Company and the Selling Stockholder in the Offering;
(e) the approval of the submission of the listing application to the New York Stock Exchange (Application No. NYSE-2022-04218) for the listing of shares of Common Stock under the proposed ticker symbol "CBRI," and the authorization of the officers of the Company to take all actions necessary or desirable to effect such listing;
(f) the authorization of each of the officers named in Section 1.1 hereof to execute and deliver, on behalf of the Company, all such certificates, instruments, agreements, documents, and filings as may be necessary or desirable in connection with the consummation of the IPO and the transactions contemplated by the Underwriting Agreement; and
(g) the authorization and ratification of all prior actions taken by the officers and directors of the Company in furtherance of the foregoing.
The IPO Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board that would modify or be inconsistent with the IPO Resolutions.
3.2 Resolutions Approving the Amended and Restated Certificate of Incorporation
I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors approving and recommending to the stockholders of the Company the adoption of the Amended and Restated Certificate of Incorporation (the "Charter Resolutions"). The Charter Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter (as then in effect), the Bylaws (as then in effect), and the DGCL.
The Charter Resolutions specifically authorized the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and directed the officers of the Company to take all actions necessary or desirable to effect such filing upon the closing of the IPO. The Charter Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.
3.3 Resolutions Approving the Amended and Restated Bylaws
I hereby certify that attached hereto as Exhibit E is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors adopting the Amended and Restated Bylaws of the Company (the "Bylaws Resolutions"), effective upon the closing of the IPO. The Bylaws Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter (as then in effect), the Bylaws (as then in effect), and the DGCL.
The Bylaws Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.
3.4 Resolutions Approving the 2022 Omnibus Equity Incentive Plan
I hereby certify that attached hereto as Exhibit F is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors approving the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Equity Incentive Plan") and recommending stockholder adoption thereof (the "Equity Plan Resolutions"). The Equity Plan Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter, the Bylaws, and the DGCL.
The Equity Plan Resolutions authorized the reservation of 12,727,273 shares of Common Stock for issuance under the Equity Incentive Plan, representing approximately 10% of the total post-IPO shares of Common Stock outstanding on a fully-exercised basis (based on 127,272,727 shares outstanding assuming full exercise of the underwriters' overallotment option). The Equity Plan Resolutions directed the officers of the Company to take all actions necessary or desirable to register the shares reserved under the Equity Incentive Plan on a Registration Statement on Form S-8 to be filed with the SEC promptly following the effectiveness of the Registration Statement on Form S-1.
The Equity Plan Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.
3.5 Resolutions Approving the 2022 Employee Stock Purchase Plan
I hereby certify that attached hereto as Exhibit G is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors approving the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "ESPP") and recommending stockholder adoption thereof (the "ESPP Resolutions"). The ESPP Resolutions were duly adopted at a meeting of the Board at which a quorum was present and acting throughout, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Charter, the Bylaws, and the DGCL.
The ESPP Resolutions authorized the reservation of 2,545,455 shares of Common Stock for issuance under the ESPP, representing approximately 2% of the total post-IPO shares of Common Stock outstanding on a fully-exercised basis (based on 127,272,727 shares outstanding assuming full exercise of the underwriters' overallotment option). The ESPP Resolutions directed the officers of the Company to take all actions necessary or desirable to register the shares reserved under the ESPP on a Registration Statement on Form S-8 to be filed with the SEC promptly following the effectiveness of the Registration Statement on Form S-1.
The ESPP Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.
3.6 Resolutions Establishing Board Committees
I hereby certify that the Board of Directors has duly adopted resolutions establishing the following standing committees of the Board, effective upon the closing of the IPO, with the membership and responsibilities set forth therein (the "Committee Resolutions"):
(a) Audit Committee. The Audit Committee shall be composed of the following members: Warren Okoro (Chair), Catherine Liang, and Richard Estavez. The Board has determined that Warren Okoro qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC and satisfies the applicable financial literacy and expertise requirements under the listing standards of the NYSE. Each member of the Audit Committee has been determined by the Board to be "independent" within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable listing standards of the NYSE.
(b) Compensation Committee. The Compensation Committee shall be composed of the following members: Catherine Liang (Chair), Richard Estavez, and Warren Okoro. Each member of the Compensation Committee has been determined by the Board to be "independent" within the meaning of the applicable listing standards of the NYSE and a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.
(c) Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall be composed of the following members: Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton.
Copies of the Committee Resolutions, including the charters of each such committee, are attached hereto as Exhibit H. The Committee Resolutions remain in full force and effect as of the date hereof and have not been amended, modified, rescinded, or revoked in any respect.
SECTION 4: CERTIFICATION OF STOCKHOLDER ACTIONS
4.1 Written Consent of Stockholders
I hereby certify that attached hereto as Exhibit I is a true, correct, and complete copy of the Written Consent of Stockholders of Calloway-Briggs Renewables Inc. (the "Written Consent"), which was executed by Pinnacle Vista Capital Partners III, LP and the Company's co-founders, Garrett Calloway and Elaine Briggs.
At the time of execution of the Written Consent, Pinnacle Vista Capital Partners III, LP held approximately 62% of the total outstanding voting power of the Company, and Garrett Calloway and Elaine Briggs collectively held approximately 24% of the total outstanding voting power of the Company. Together, the signatories to the Written Consent represented more than 90% of the total voting power of all outstanding shares of capital stock of the Company entitled to vote on the matters set forth therein, which exceeded the minimum threshold required under the DGCL and the Company's then-existing certificate of incorporation and bylaws for the approval of such matters.
The Written Consent approved and adopted the following actions:
(a) the adoption of the Amended and Restated Certificate of Incorporation of the Company in the form attached to the Written Consent, to become effective upon filing with the Secretary of State of the State of Delaware on or about the Closing Date;
(b) the approval and adoption of the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, including the reservation of 12,727,273 shares of Common Stock for issuance thereunder; and
(c) the approval and adoption of the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, including the reservation of 2,545,455 shares of Common Stock for issuance thereunder.
The Written Consent was duly executed and delivered in accordance with Section 228 of the DGCL and the Company's then-existing certificate of incorporation and bylaws. The Company provided prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to all stockholders who did not execute the Written Consent, as required by Section 228(e) of the DGCL. The actions approved in the Written Consent are effective and have not been amended, modified, rescinded, or revoked in any respect.
SECTION 5: GOOD STANDING AND EXISTENCE
I hereby certify that, to the knowledge of the undersigned after due inquiry, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has been continuously incorporated and in good standing in the State of Delaware since its date of incorporation, and no certificate of dissolution, certificate of merger, or other instrument effecting or contemplating the dissolution, winding up, liquidation, or termination of the corporate existence of the Company has been filed with the Secretary of State of the State of Delaware or is pending or contemplated.
A Certificate of Good Standing (or equivalent certificate) issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Closing Date, will be obtained and delivered separately at the closing of the Offering as a condition to closing under the Underwriting Agreement.
In addition, a Certificate of Good Standing (or Certificate of Existence, as applicable) issued by the Secretary of State of the State of Texas (the state in which the Company's principal executive offices are located), dated as of a recent date prior to the Closing Date, will be obtained and delivered separately at the closing of the Offering. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction in which the nature of its business or the ownership, operation, or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement).
SECTION 6: CAPITALIZATION
I hereby certify that, as of the date hereof and immediately prior to the closing of the IPO, the authorized capital stock of the Company consists of:
(a) [●] shares of Common Stock, par value $0.01 per share; and
(b) [●] shares of Preferred Stock, par value $0.01 per share.
As of immediately prior to the closing of the IPO (and after giving effect to the reclassification and conversion of all outstanding shares of preferred stock of the Company into shares of Common Stock), there are 100,000,000 shares of Common Stock issued and outstanding. No shares of Preferred Stock are issued and outstanding as of such time (after giving effect to such reclassification and conversion).
The following table sets forth the anticipated capitalization of the Company upon the closing of the IPO:
The foregoing capitalization information is based on the assumptions and estimates set forth in the Registration Statement and is subject to adjustment upon final pricing and determination of the number of shares to be sold by the Company and the Selling Stockholder in the Offering. Except as set forth above and as described in the Registration Statement, as of the date hereof, there are no outstanding options, warrants, rights of conversion, or other agreements or commitments obligating the Company to issue, sell, or otherwise dispose of any additional shares of its capital stock, or any securities or obligations convertible into or exchangeable for any shares of its capital stock.
SECTION 7: NO CONFLICTS; NO PROCEEDINGS
I hereby certify that, to the knowledge of the undersigned after due inquiry, the execution and delivery by the Company of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of shares of Common Stock in the Offering, do not and will not (a) violate or conflict with any provision of the Charter or the Bylaws, each as currently in effect, or (b) result in a breach of, or constitute a default under, any resolution of the Board of Directors or the stockholders of the Company that is currently in effect.
I further certify that, to the knowledge of the undersigned after due inquiry, the Company has not received any written notice of any pending or, to the knowledge of the undersigned, threatened litigation, arbitration, administrative proceeding, governmental investigation, or other legal proceeding against or affecting the Company or any of its officers or directors (in their capacity as such) that would prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by the Underwriting Agreement, or that seeks to restrain or prohibit the IPO or the issuance of shares of Common Stock thereunder. This certification is made without limitation of the risk factors and legal proceedings disclosures set forth in the Registration Statement.
SECTION 8: GENERAL QUALIFICATIONS AND RELIANCE
This Certificate is delivered to the Underwriters pursuant to the requirements of the Underwriting Agreement and may be relied upon by the Underwriters and their counsel, Prescott, Danforth & Yee LLP, and by the Company's counsel, Calderwood & Harkness LLP, in connection with the rendering of opinions, the preparation of closing deliverables, and the satisfaction of conditions to closing required under the Underwriting Agreement. This Certificate may also be relied upon by such other parties as are expressly entitled to rely on the conditions and deliverables under the Underwriting Agreement.
Each certification contained herein is made by the undersigned to the best of her knowledge and belief after due inquiry, including review of the Company's corporate records, minute books, stock ledgers, and other relevant books and records maintained at the principal executive offices of the Company and at the offices of the Company's outside counsel. Nothing herein shall be deemed to constitute a certification or representation as to any matter that is the subject of a separate legal opinion or other deliverable required under the Underwriting Agreement.
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware with respect to all matters relating to the corporate existence, organization, and governance of the Company, and in accordance with the laws of the State of New York with respect to all matters relating to the Underwriting Agreement and the transactions contemplated thereby, in each case without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.
IN WITNESS WHEREOF, I have hereunto set my hand as of [●], 2022.
________________________________________
Sandra Haverford General Counsel and Corporate Secretary Calloway-Briggs Renewables Inc.
EXHIBIT LIST
The following exhibits are attached to and form a part of this Secretary's Certificate:
NOTE: Each exhibit referenced above is to be attached in final, executed form at the closing of the Offering. As of June 17, 2022, the exhibits remain in draft form consistent with the dormant status of the Offering. Upon reactivation of the Offering, each exhibit will require updating, finalization, and re-confirmation by the undersigned and by counsel prior to execution and delivery of this Certificate.
[Remainder of page intentionally left blank]
[EXHIBITS A THROUGH I TO BE ATTACHED AT CLOSING]
DRAFT — Prepared by Calderwood & Harkness LLP
C&H Matter No. 1015-00001
This certificate is in draft form and has not been executed. The offering was placed in dormant status on June 17, 2022. This draft will require updating and re-confirmation upon reactivation of the offering. All bracketed information (including pricing, dates, and share numbers dependent on final pricing) remains subject to completion. This draft is circulated for discussion purposes among counsel and the working group only and does not constitute a binding obligation of the Company or any other party.
Name | Title | Specimen Signature
Garrett Calloway | Co-Founder, Chairman of the Board, and Chief Executive Officer | _____
Elaine Briggs | Co-Founder and President, Development | _____
Marcus Yoon | Chief Financial Officer | _____
Sandra Haverford | General Counsel and Corporate Secretary | _____
Dale Renfroe | Chief Operating Officer | _____
Priya Anand | Senior Vice President, Finance and Treasurer | _____
Tomás Quintero | Senior Vice President, Project Development | _____
Rachel Whitmore | Chief People Officer | _____
Name | Affiliation / Status
Garrett Calloway | Non-independent (management)
Elaine Briggs | Non-independent (management)
Hugh Pemberton | Non-independent (Pinnacle Vista Capital Partners designee)
Diane Kovac | Non-independent (Pinnacle Vista Capital Partners designee)
Warren Okoro | Independent
Catherine Liang | Independent
Richard Estavez | Independent
Description | Shares
Pre-IPO shares of Common Stock outstanding (fully diluted, post-reclassification) | 100,000,000
Base shares to be issued in the Offering (at $22.00 per share) | 23,713,636
Post-IPO shares outstanding (base offering, no overallotment exercise) | 123,713,636
Additional shares subject to overallotment option | 3,559,091
Post-IPO shares outstanding (assuming full overallotment exercise) | 127,272,727
Shares reserved under 2022 Omnibus Equity Incentive Plan | 12,727,273
Shares reserved under 2022 Employee Stock Purchase Plan | 2,545,455
Exhibit | Description
Exhibit A | Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc.
Exhibit B | Amended and Restated Bylaws of Calloway-Briggs Renewables Inc.
Exhibit C | Board Resolutions — Authorization of IPO and Related Transactions
Exhibit D | Board Resolutions — Approval of Amended and Restated Certificate of Incorporation
Exhibit E | Board Resolutions — Approval of Amended and Restated Bylaws
Exhibit F | Board Resolutions — Approval of 2022 Omnibus Equity Incentive Plan (12,727,273 shares reserved)
Exhibit G | Board Resolutions — Approval of 2022 Employee Stock Purchase Plan (2,545,455 shares reserved)
Exhibit H | Board Resolutions — Appointment of Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee
Exhibit I | Written Consent of Stockholders (Pinnacle Vista Capital Partners III, LP; Garrett Calloway; Elaine Briggs)

C&H Matter No. 1015-00001

SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

RECITALS

SECTION 1: INCUMBENCY CERTIFICATION

SECTION 2: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

SECTION 3: CERTIFICATION OF BOARD RESOLUTIONS

SECTION 4: CERTIFICATION OF STOCKHOLDER ACTIONS

SECTION 5: GOOD STANDING AND EXISTENCE

SECTION 6: CAPITALIZATION

SECTION 8: GENERAL QUALIFICATIONS AND RELIANCE

EXHIBIT LIST

Record

Parties

Dates

Amounts