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CALLOWAY-BRIGGS RENEWABLES INC.

2022 EMPLOYEE STOCK PURCHASE PLAN

Adopted by the Board of Directors on __, 2022

Approved by the Stockholders of the Company by Written Consent on __, 2022

Effective as of the date of the closing of the Company's initial public offering of its Common Stock on the New York Stock Exchange (the "Effective Date")

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ARTICLE I — PURPOSE

The purpose of this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and its designated subsidiaries with the opportunity to purchase shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a discount through accumulated payroll deductions. By providing employees with a convenient means to acquire an equity interest in the Company at a favorable price, the Plan is designed to encourage and assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company and to help align employees' interests with those of the Company's stockholders, thereby promoting the long-term success of the Company and enhancing stockholder value.

The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed and administered in accordance with such intent. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE II — DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings set forth below. Wherever the context so requires, the definitions set forth in this Article II shall apply throughout the Plan, and terms not defined in this Article II shall have their ordinary meaning unless the context otherwise requires.

"Accumulation Period" means the period during each Offering Period over which payroll deductions are accumulated on behalf of each Participant. Each Accumulation Period shall coincide with the applicable Offering Period (i.e., each Accumulation Period shall be approximately six (6) months in duration), unless the Committee determines otherwise in accordance with the terms of the Plan and Section 423 of the Code.

"Board" means the Board of Directors of Calloway-Briggs Renewables Inc.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder. Any reference to a particular section of the Code shall include any successor provision thereto.

"Committee" means the Compensation Committee of the Board, initially composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, or such other committee as may be designated by the Board from time to time to administer the Plan. If no Committee has been designated by the Board to administer the Plan, or if the Committee ceases to satisfy the requirements for administration of the Plan, the Board shall administer the Plan and all references herein to the Committee shall be deemed to refer to the Board.

"Common Stock" means the common stock of the Company, par value $0.01 per share, or any security into which such common stock may be changed by reason of any transaction or event of the type described in Section 4.2 of the Plan.

"Company" means Calloway-Briggs Renewables Inc., a Delaware corporation, or any successor thereto.

"Compensation" means, with respect to any Participant and any payroll period, the base salary or wages paid to such Participant by the Company or any Designated Subsidiary during such payroll period, including overtime pay and shift premiums, but excluding (a) bonuses (whether annual, sign-on, retention, or otherwise), (b) commissions, (c) any income recognized in connection with the exercise or vesting of equity compensation awards (including, without limitation, stock options, restricted stock, restricted stock units, and performance-based awards), (d) reimbursements for business expenses, (e) relocation allowances, (f) tuition reimbursement, (g) imputed income, (h) income from non-qualified deferred compensation, (i) severance pay, and (j) other non-regular compensation items; provided, however, that the Committee may, in its sole discretion, broaden or narrow the definition of Compensation for purposes of a particular Offering Period, so long as any such modification is applied uniformly to all Eligible Employees within such Offering Period and is consistent with the requirements of Section 423 of the Code.

"Designated Subsidiary" means any Subsidiary that has been designated by the Board or the Committee as eligible to participate in the Plan. As of the Effective Date, the Designated Subsidiaries shall include CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and all project-level and operational subsidiaries of the Company listed on Appendix A hereto, and such other Subsidiaries as the Board or Committee may designate from time to time in accordance with Section 3.3 of the Plan.

"Effective Date" means the date of the closing of the Company's initial public offering of Common Stock on the New York Stock Exchange, as described on the cover page of the Plan.

"Eligible Employee" means each employee of the Company or any Designated Subsidiary who satisfies the eligibility requirements set forth in Article III of the Plan.

"Enrollment Date" means the first Trading Day of each Offering Period, or such other date as the Committee may determine in advance of an Offering Period.

"Exercise Date" means the last Trading Day of each Offering Period; provided, however, that if such date is not a Trading Day, the Exercise Date shall be the Trading Day immediately preceding such date. The Exercise Date is the date on which purchase rights are automatically exercised and shares of Common Stock are purchased on behalf of each Participant in accordance with Article IX of the Plan.

"Exercise Price" means the price per share of Common Stock at which shares are purchased under the Plan on each Exercise Date, as determined in accordance with Article VII of the Plan. The Exercise Price shall be equal to eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Common Stock on the Enrollment Date and (b) the Fair Market Value of a share of Common Stock on the Exercise Date, representing a fifteen percent (15%) discount from the applicable Fair Market Value.

"Fair Market Value" means, as of any given date: (a) if the Common Stock is then listed or admitted to trading on the New York Stock Exchange or any other national securities exchange, the closing sales price per share of Common Stock on such date as reported on the principal exchange on which the Common Stock is then listed or admitted to trading; (b) if the Common Stock is not traded on such date, the closing sales price per share of Common Stock on the most recent preceding Trading Day on which a sale of Common Stock was reported; or (c) if the Common Stock is not listed or admitted to trading on any national securities exchange, or if the foregoing clauses (a) and (b) are otherwise inapplicable, the fair market value of a share of Common Stock as determined by the Board in good faith, taking into account all available information that the Board deems relevant. Prior to the Effective Date, the Fair Market Value of Common Stock shall be determined by the Board in good faith in a manner consistent with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder.

"Offering Period" means each approximately six (6)-month period during which an Eligible Employee may participate in the Plan by accumulating payroll deductions for the purchase of shares of Common Stock, as further described in Article VI of the Plan.

"Participant" means an Eligible Employee who has enrolled in the Plan in accordance with Article VIII and whose participation has not been terminated.

"Plan" means this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, as it may be amended, restated, or otherwise modified from time to time.

"Plan Account" means the bookkeeping account maintained by the Company (or its designee) for each Participant, reflecting the accumulated payroll deductions credited on behalf of such Participant for the purchase of shares of Common Stock under the Plan. Plan Accounts are maintained for bookkeeping purposes only and shall not be construed as a trust fund or segregated account.

"Section 423" means Section 423 of the Code and the Treasury Regulations promulgated thereunder, as the same may be amended from time to time.

"Subsidiary" means any corporation (including any limited liability company that is treated as a corporation for United States federal income tax purposes) of which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests, as determined under Section 424(f) of the Code.

"Trading Day" means any day on which the New York Stock Exchange (or, if the Common Stock is listed on a different national securities exchange, such other exchange) is open for regular trading.

"Transfer Agent" means Continental Shareowner Services, Inc., or any successor transfer agent or registrar appointed by the Company from time to time for purposes of administering share issuances and transfers under the Plan.

ARTICLE III — ELIGIBILITY

Section 3.1 — General Eligibility

Each employee of the Company or any Designated Subsidiary who, as of the applicable Enrollment Date, is customarily employed for at least twenty (20) hours per week and for more than five (5) months in any calendar year shall be an Eligible Employee and shall be eligible to participate in the Plan, subject to the limitations set forth in Section 3.2 below and to such additional eligibility requirements as the Committee may impose from time to time in accordance with this Article III and Section 423 of the Code. As of the Effective Date, the Company and its Designated Subsidiaries employ approximately 1,240 employees, a substantial portion of whom are expected to be Eligible Employees. The determination of whether an employee satisfies the foregoing hours-of-service and months-of-service requirements shall be made by the Committee (or its delegate) in accordance with uniform and nondiscriminatory criteria.

Section 3.2 — Exclusions

Notwithstanding Section 3.1, the following limitations shall apply to participation in the Plan:

(a) Five Percent Stockholders. No employee shall be eligible to participate in the Plan if, immediately after the grant of a purchase right under the Plan, such employee would own (or would be deemed to own, within the meaning of Section 424(d) of the Code) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary. For purposes of this Section 3.2(a), the rules of Section 423(b)(3) of the Code and Section 424(d) of the Code shall apply, and stock that the employee may purchase under outstanding purchase rights or options shall be treated as stock owned by the employee.

(b) $25,000 Calendar Year Limitation. No employee may be granted purchase rights under the Plan (and all other employee stock purchase plans of the Company and its Subsidiaries intended to qualify under Section 423 of the Code) that permit the employee to purchase shares of Common Stock having a Fair Market Value (determined as of the time the purchase right is granted, which is the Enrollment Date) exceeding Twenty-Five Thousand Dollars ($25,000) for each calendar year in which such purchase rights are outstanding at any time, as determined in accordance with Section 423(b)(8) of the Code and the Treasury Regulations promulgated thereunder.

(c) Additional Eligibility Requirements. The Committee may, in its sole discretion, impose additional eligibility requirements from time to time for any Offering Period, including, without limitation, (i) a minimum period of continuous employment with the Company or any Designated Subsidiary (not to exceed two (2) years of employment from the most recent date of hire), and (ii) a requirement that the employee be actively employed on the applicable Enrollment Date. Any such additional eligibility requirements shall be established by the Committee in advance of the applicable Offering Period and shall be applied uniformly to all employees of the Company and its Designated Subsidiaries in a manner consistent with Section 423 of the Code.

(d) Foreign Jurisdictions. Employees who are citizens or residents of a foreign jurisdiction (other than the United States) may be excluded from participation in the Plan (or in any particular Offering Period) if (i) the grant of a purchase right under the Plan to such employee would be prohibited under the laws of the jurisdiction governing such employee's employment, or (ii) compliance with the laws of such jurisdiction would cause the Plan or any Offering Period under the Plan to fail to satisfy the requirements of Section 423 of the Code.

Section 3.3 — Participation by Designated Subsidiaries

The Board or the Committee may, from time to time, designate any Subsidiary as a Designated Subsidiary for purposes of the Plan, or revoke any such designation, in each case by action of the Board or the Committee, as applicable. Any such designation or revocation shall be effective as of the date specified by the Board or the Committee and shall not require an amendment to the Plan. All Designated Subsidiaries shall participate in the Plan on the same terms and conditions applicable to the Company, and employees of all Designated Subsidiaries shall be treated uniformly with employees of the Company for purposes of eligibility, enrollment, payroll deductions, purchase of shares, and all other terms and conditions of the Plan, in accordance with Section 423(b)(5) of the Code.

ARTICLE IV — SHARES RESERVED UNDER THE PLAN

Section 4.1 — Share Reserve

Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be Two Million Five Hundred Forty-Five Thousand Four Hundred Fifty-Five (2,545,455) shares, which represents approximately two percent (2%) of the total shares of Common Stock outstanding on a fully-exercised basis as of the Effective Date, calculated as two percent (2%) of 127,272,727 shares. Shares of Common Stock delivered under the Plan may be authorized but unissued shares, treasury shares, or shares purchased on the open market by the Company or its agent, or any combination thereof, as the Committee may determine from time to time. If the aggregate number of shares of Common Stock to be purchased on any Exercise Date exceeds the number of shares then available under the Plan, the Committee shall make a pro rata allocation of the available shares in accordance with Section 9.2 of the Plan.

Section 4.2 — Adjustments for Capital Changes

In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification, spin-off, reorganization, extraordinary dividend or distribution (whether in cash, shares, or other property), or other similar change in the capital structure of the Company affecting the Common Stock, the Committee shall make appropriate and proportionate adjustments, as determined by the Committee in its sole discretion, to:

(a) the number and kind of shares of Common Stock (or other securities) reserved and available for issuance under the Plan pursuant to Section 4.1;

(b) the number and kind of shares of Common Stock (or other securities) subject to outstanding purchase rights under the Plan;

(d) any per-share or aggregate share limits or other numerical limitations set forth in the Plan.

All such adjustments shall be made by the Committee in a manner that is equitable to Participants and consistent with the requirements of Section 423 of the Code and the applicable Treasury Regulations. The Committee's determination with respect to any such adjustment shall be final, conclusive, and binding on all Participants and all other persons having an interest in the Plan. No fractional shares shall be issued as a result of any such adjustment; any fractional share resulting from an adjustment shall be rounded down to the nearest whole share. The Committee may also make adjustments in the terms and conditions of, and the criteria included in, purchase rights in recognition of unusual or nonrecurring events, including but not limited to mergers, consolidations, acquisitions, dispositions, or similar transactions, to the extent consistent with Section 423 of the Code.

Section 4.3 — Shares Not Purchased

Any shares of Common Stock subject to a purchase right that expires, terminates, is forfeited, or is cancelled without having been exercised in full shall again become available for issuance under the Plan and shall be added back to the share reserve described in Section 4.1. For the avoidance of doubt, if a Participant withdraws from an Offering Period or ceases to be an Eligible Employee prior to the Exercise Date, any shares that would otherwise have been purchased on behalf of such Participant shall again become available for future issuance under the Plan.

ARTICLE V — ADMINISTRATION

Section 5.1 — Committee Administration

The Plan shall be administered by the Committee. As of the Effective Date, the Committee is the Compensation Committee of the Board, initially composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro. If at any time the Board has not designated a Committee to administer the Plan, or if the Committee ceases to exist or to satisfy the requirements for administration of the Plan, the Board shall serve as the Committee for purposes of the Plan.

The Committee shall have full power and authority to interpret the Plan, to establish, amend, and revoke rules and procedures for the administration of the Plan, to determine the terms and conditions of each Offering Period (to the extent not otherwise specified herein), to resolve all questions and disputes arising under the Plan, to correct any defect, supply any omission, or reconcile any inconsistency in the Plan, and to make all other determinations and take all other actions as the Committee deems necessary or advisable for the administration of the Plan. All decisions, actions, and determinations of the Committee shall be final, conclusive, and binding on all Participants, the Company, its Subsidiaries, and all other persons having or claiming to have an interest in the Plan or any purchase right granted hereunder.

Section 5.2 — Delegation

The Committee may delegate to one or more officers or employees of the Company the authority to perform ministerial duties in connection with the administration of the Plan, including, without limitation, (a) processing enrollment forms and elections, (b) maintaining Plan Accounts and participant records, (c) coordinating with the Transfer Agent (Continental Shareowner Services, Inc.) and any brokerage firm designated by the Company, (d) preparing and distributing communications and disclosures to Participants, and (e) such other administrative tasks as the Committee may determine. Notwithstanding the foregoing, the Committee may not delegate its authority to interpret the Plan, to determine eligibility, or to make discretionary determinations affecting the rights of Participants, except as expressly permitted under the Plan.

Section 5.3 — Compliance with Section 423

The Plan is intended to comply with Section 423 of the Code, and the Committee shall interpret and administer the Plan so as to maintain such compliance at all times. In furtherance of this intent, all Eligible Employees shall have the same rights and privileges under the Plan within the meaning of Section 423(b)(5) of the Code, except that the amount of shares of Common Stock that may be purchased by any Eligible Employee may bear a uniform relationship to the total Compensation of such Eligible Employee, and the rules specified in Treasury Regulation § 1.423-2(f) shall apply. The Committee shall take such actions as it deems necessary or appropriate to ensure that the Plan satisfies the requirements of Section 423 of the Code at all times, including, without limitation, limiting or restricting participation in the Plan by certain employees or in certain jurisdictions. In the event of any conflict between the terms of the Plan and the requirements of Section 423 of the Code, the requirements of Section 423 shall control.

ARTICLE VI — OFFERING PERIODS

Section 6.1 — Duration of Offering Periods

Each Offering Period under the Plan shall be approximately six (6) months in duration, unless the Committee determines otherwise in accordance with Section 6.2 below. The first Offering Period shall commence on the Effective Date (or such later date as the Committee may determine in its sole discretion) and shall end on the last Trading Day on or before the date that is six (6) months following the Enrollment Date of such first Offering Period.

Subsequent Offering Periods shall commence on the first Trading Day on or after each January 1 and July 1 (or such other dates as the Committee may determine in advance), and each such subsequent Offering Period shall end on the last Trading Day on or before the date that is six (6) months following the Enrollment Date of such Offering Period. By way of illustration, if the Committee does not modify the commencement dates, the Offering Periods following the first Offering Period are expected to commence on or about January 1 and July 1 of each year and to end on or about June 30 and December 31 of each year, respectively.

Section 6.2 — Commencement and Termination

The Committee may, in its sole discretion, change the duration, commencement date, or termination date of any future Offering Period, provided that (a) no Offering Period shall have a duration in excess of twenty-seven (27) months from the applicable Enrollment Date, (b) any such change shall comply with Section 423 of the Code and the applicable Treasury Regulations, and (c) the Committee shall provide reasonable advance notice to Eligible Employees of any such change.

The Committee may, in its discretion, establish separate Offering Periods for different Designated Subsidiaries or for employees in different geographic locations, provided that each such Offering Period satisfies the requirements of Section 423 of the Code and that all Eligible Employees within each such Offering Period are afforded equal rights and privileges within the meaning of Section 423(b)(5) of the Code.

Section 6.3 — Overlap

The Committee may, in its sole discretion, permit Offering Periods to run concurrently or sequentially. If the Committee permits concurrent Offering Periods, the Committee shall adopt such rules and procedures as it deems necessary or appropriate to administer the Plan with respect to such concurrent Offering Periods, including rules regarding the allocation of shares among concurrent Offering Periods and the enrollment and withdrawal rights of Participants with respect to overlapping Offering Periods.

ARTICLE VII — PURCHASE PRICE

Section 7.1 — Exercise Price

The Exercise Price (i.e., the purchase price) per share of Common Stock for each Offering Period shall be equal to eighty-five percent (85%) of the lesser of:

(a) the Fair Market Value of one (1) share of Common Stock on the Enrollment Date (i.e., the first Trading Day of such Offering Period); and

(b) the Fair Market Value of one (1) share of Common Stock on the Exercise Date (i.e., the last Trading Day of such Offering Period).

The foregoing formula results in a fifteen percent (15%) discount from the lower of the Fair Market Value of a share of Common Stock on the Enrollment Date and the Fair Market Value of a share of Common Stock on the Exercise Date, thereby providing Participants with a favorable purchase price that reflects the benefit intended under Section 423 of the Code.

Section 7.2 — No Adjustment Below Par Value

Notwithstanding anything in the Plan to the contrary, in no event shall the Exercise Price per share of Common Stock be less than the par value of a share of Common Stock, which is $0.01 per share. In the event that the application of the formula set forth in Section 7.1 would result in an Exercise Price that is less than the par value of a share of Common Stock, the Exercise Price shall be adjusted upward to equal the par value of a share of Common Stock.

ARTICLE VIII — ENROLLMENT AND PAYROLL DEDUCTIONS

Section 8.1 — Enrollment

An Eligible Employee may enroll in the Plan for an Offering Period by completing and submitting an enrollment form (in paper or electronic format, as prescribed by the Committee) to the Company or its designee in accordance with the procedures established by the Committee. The enrollment form must be received by the Company (or its designee) on or before the deadline established by the Committee, which deadline shall be prior to the Enrollment Date of the applicable Offering Period. The enrollment form shall include, at a minimum, (a) the Participant's election of a payroll deduction rate (expressed as a percentage of Compensation or, if the Committee so determines, as a fixed dollar amount per payroll period), (b) the Participant's acknowledgment of the terms and conditions of the Plan, (c) the Participant's authorization for payroll deductions, and (d) such other information as the Committee may require.

An Eligible Employee who does not enroll in the Plan on or before the applicable deadline shall not be permitted to participate in the applicable Offering Period but may enroll in any subsequent Offering Period in accordance with the procedures established by the Committee. Enrollment in the Plan for any Offering Period shall not automatically continue to subsequent Offering Periods unless the Committee establishes a procedure for automatic re-enrollment, in which case the Committee shall communicate the terms of such automatic re-enrollment to Participants in advance of the applicable Offering Period.

Section 8.2 — Payroll Deduction Rates

A Participant may elect to have payroll deductions made in any whole percentage from one percent (1%) to fifteen percent (15%) of Compensation for each payroll period during the applicable Offering Period, or such other minimum and maximum percentages as the Committee may establish from time to time in advance of an Offering Period. Any payroll deduction rate elected by a Participant shall be subject to the limitations set forth in Section 3.2 of the Plan (including, without limitation, the $25,000 calendar year limitation under Section 423(b)(8) of the Code) and the share limitations set forth in Article IX of the Plan.

Payroll deductions shall commence on the first payroll date coinciding with or immediately following the applicable Enrollment Date and shall continue through and including the last payroll date on or before the applicable Exercise Date, unless the Participant withdraws from the Plan or otherwise ceases to be an Eligible Employee prior to such Exercise Date. All payroll deductions shall be made on an after-tax basis, and no Participant shall be permitted to make separate cash payments or other contributions to the Plan in lieu of or in addition to payroll deductions, unless the Committee otherwise determines in its sole discretion.

Section 8.3 — Changes to Payroll Deductions

A Participant may increase or decrease the rate of payroll deductions during an Offering Period by submitting a revised enrollment form (or electronic election) to the Company or its designee in accordance with rules and procedures established by the Committee. Except as otherwise determined by the Committee, a Participant may make no more than one (1) change to the Participant's payroll deduction rate during any single Offering Period (or such other frequency of changes as the Committee may permit). Any such change shall be effective as of the first payroll period that is administratively practicable following receipt of the Participant's revised election by the Company or its designee.

A Participant may reduce the payroll deduction rate to zero percent (0%), which reduction shall be treated as a withdrawal from the Offering Period in accordance with Section 10.1 of the Plan, and the Participant's accumulated payroll deductions shall be refunded in accordance with Section 10.1. The Committee may establish such other rules and limitations regarding changes to payroll deductions as it deems necessary or appropriate for the orderly administration of the Plan, including, without limitation, blackout periods during which changes may not be made.

Section 8.4 — Plan Accounts

All payroll deductions made on behalf of a Participant pursuant to this Article VIII shall be credited to the Participant's Plan Account as of the payroll date on which such deductions are made. Plan Accounts shall be maintained by the Company (or its designee) on a bookkeeping basis for the sole purpose of tracking the accumulated payroll deductions of each Participant.

No interest shall accrue or be paid on any amounts credited to a Participant's Plan Account. Plan Account balances are bookkeeping entries only and do not represent a trust fund, escrow account, or other segregated account. All amounts deducted from a Participant's Compensation and credited to the Participant's Plan Account shall constitute general assets of the Company and may be used by the Company for any corporate purpose. No Participant shall have any right, title, or interest in or to any specific assets of the Company by reason of any credit to the Participant's Plan Account. A Participant's rights with respect to the Participant's Plan Account shall be those of a general unsecured creditor of the Company.

ARTICLE IX — PURCHASE OF SHARES

Section 9.1 — Automatic Exercise

On each Exercise Date, each Participant's accumulated payroll deductions credited to the Participant's Plan Account shall be automatically applied to the purchase of the maximum number of whole shares of Common Stock that can be purchased at the Exercise Price determined in accordance with Article VII, subject to the limitations set forth in this Article IX and in Section 3.2 of the Plan. The purchase of shares on each Exercise Date shall occur automatically, without any further action by the Participant.

Any amount remaining in a Participant's Plan Account after such purchase that is less than the Exercise Price of one (1) whole share of Common Stock (including any fractional share amount) shall be retained in the Participant's Plan Account and carried forward to the next Offering Period; provided, however, that if the Participant has withdrawn from the Plan, has ceased to be an Eligible Employee, or if the Plan has been terminated, any such remaining amount shall be refunded to the Participant (or, in the case of the Participant's death, to the Participant's designated beneficiary or estate) in cash as soon as administratively practicable, without interest.

Section 9.2 — Share Limitations

No Participant may purchase more than such number of shares of Common Stock as the Committee shall establish prior to each Offering Period during any single Offering Period. The Committee shall communicate the applicable per-Participant share limit to Eligible Employees prior to the commencement of each Offering Period. The per-Participant share limit shall be applied in a manner that is consistent with Section 423 of the Code.

In addition, the aggregate number of shares of Common Stock purchased by all Participants during any Offering Period may not exceed the number of shares then remaining available for issuance under the share reserve established in Section 4.1 of the Plan. In the event that the total number of shares of Common Stock that would otherwise be purchased by all Participants on any Exercise Date exceeds the number of shares then available under the Plan, the available shares shall be allocated pro rata among all Participants on such Exercise Date in proportion to the payroll deductions accumulated in their respective Plan Accounts for such Offering Period (or on such other equitable basis as the Committee may determine), and any excess payroll deductions not applied to the purchase of shares shall be refunded to Participants as soon as administratively practicable, without interest.

Section 9.3 — Section 423 Limitations

Notwithstanding any other provision of the Plan, no purchase right shall permit a Participant to purchase shares of Common Stock with a Fair Market Value (determined as of the Enrollment Date on which such purchase right is granted) in excess of Twenty-Five Thousand Dollars ($25,000) for any calendar year in which such purchase right is outstanding at any time, in accordance with Section 423(b)(8) of the Code. For purposes of this Section 9.3, the Fair Market Value of shares purchable under any purchase right shall be determined at the time such purchase right is granted (i.e., as of the applicable Enrollment Date). If a Participant's accumulated payroll deductions on any Exercise Date would result in the purchase of shares in excess of this $25,000 limitation, the excess payroll deductions shall not be applied to the purchase of shares and shall be refunded to the Participant as soon as administratively practicable, without interest.

Section 9.4 — Delivery of Shares

As promptly as practicable after each Exercise Date, the Company, acting through the Transfer Agent (Continental Shareowner Services, Inc.) or such other agent as the Company may designate, shall arrange for the shares of Common Stock purchased on behalf of each Participant to be credited to such Participant's account. Shares may be delivered by (a) crediting shares to a brokerage account established by the Company or its designee on behalf of Participants, (b) crediting shares to a direct registration account maintained by the Transfer Agent in the Participant's name, or (c) such other method as the Committee may determine from time to time.

The Company may establish one or more brokerage arrangements with a qualified broker-dealer for the holding, custody, and sale of shares of Common Stock purchased under the Plan. The Committee may require that shares purchased under the Plan be held in such brokerage account for a specified period of time following the applicable Exercise Date. Notwithstanding the foregoing, the Company shall not be required to issue or deliver any shares of Common Stock under the Plan until all applicable requirements of federal, state, and foreign securities laws and the rules of the New York Stock Exchange have been satisfied, as determined by the Committee in its sole discretion.

ARTICLE X — WITHDRAWAL AND TERMINATION OF EMPLOYMENT

Section 10.1 — Voluntary Withdrawal

A Participant may withdraw from participation in any Offering Period at any time prior to the applicable Exercise Date by delivering a written or electronic notice of withdrawal to the Company (or its designee) in accordance with procedures established by the Committee. The notice of withdrawal must be received by the Company (or its designee) on or before such deadline prior to the Exercise Date as the Committee may establish from time to time. The withdrawal shall be effective as of the date specified in the notice or, if no date is specified, as of the date such notice is received by the Company or its designee.

Upon a Participant's withdrawal from an Offering Period, all payroll deductions accumulated in the Participant's Plan Account during the current Offering Period shall be refunded to the Participant as soon as administratively practicable following the effective date of the withdrawal, without interest. No further payroll deductions shall be made on behalf of such Participant for the remainder of the Offering Period.

A Participant who withdraws from an Offering Period may not re-enroll in the same Offering Period. A Participant who has withdrawn from an Offering Period may enroll in any subsequent Offering Period in accordance with the enrollment procedures set forth in Article VIII, provided that such Participant satisfies the eligibility requirements set forth in Article III at the time of such subsequent enrollment.

Section 10.2 — Termination of Employment

If a Participant ceases to be an Eligible Employee for any reason, including, without limitation, voluntary resignation, involuntary termination (with or without cause), retirement, death, or disability, such Participant shall be deemed to have withdrawn from the Plan effective as of the date on which the Participant ceases to be an Eligible Employee (the "Termination Date"). No purchase right may be exercised on or after the Termination Date, and no payroll deductions shall be made on behalf of such Participant after the Termination Date.

All accumulated payroll deductions in the Participant's Plan Account as of the Termination Date shall be refunded to the Participant as soon as administratively practicable following the Termination Date, without interest. In the event of the Participant's death, such accumulated payroll deductions shall be paid to the Participant's designated beneficiary (as provided in Section 11.2 of the Plan) or, if no beneficiary has been designated or the designated beneficiary does not survive the Participant, to the Participant's estate, as soon as administratively practicable, without interest.

For the avoidance of doubt, no purchase right granted under the Plan may be exercised after the date on which a Participant ceases to be an Eligible Employee, regardless of the reason for such cessation.

Section 10.3 — Transfer of Employment

If a Participant transfers employment from the Company or one Designated Subsidiary to another Designated Subsidiary, such Participant's enrollment in the Plan and accumulated payroll deductions credited to the Participant's Plan Account shall carry over to the new employing Designated Subsidiary without interruption, and the Participant shall continue to participate in the Plan on the same terms and conditions applicable to the Participant prior to the transfer. Payroll deductions shall continue to be made by the new employing Designated Subsidiary effective as of the first payroll period following the transfer that is administratively practicable.

If a Participant transfers employment to a Subsidiary of the Company that is not a Designated Subsidiary, or to any entity that is not a Subsidiary, such Participant shall be treated as having terminated employment with the Company and its Designated Subsidiaries for purposes of the Plan, and the provisions of Section 10.2 shall apply. The Committee shall have the authority to determine whether a particular transfer of employment results in a termination for purposes of the Plan, and any such determination shall be final, conclusive, and binding on all parties.

ARTICLE XI — TRANSFERABILITY

Section 11.1 — Non-Transferability of Purchase Rights

Purchase rights granted under the Plan are personal to each Participant and may not be transferred, assigned, pledged, hypothecated, or otherwise disposed of by a Participant, whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution. During a Participant's lifetime, purchase rights granted under the Plan may be exercised only by the Participant. Any attempted transfer, assignment, pledge, hypothecation, or other disposition of a purchase right in violation of this Section 11.1 shall be null and void and of no force or effect, and the Company shall not be required to recognize or give effect to any such purported transfer.

Section 11.2 — Designation of Beneficiary

A Participant may file with the Company (or its designee) a written designation of one or more beneficiaries to receive any shares of Common Stock or cash payable under the Plan in the event of the Participant's death, in accordance with such procedures and forms as the Committee may establish from time to time. A Participant may change or revoke a beneficiary designation at any time by filing a new beneficiary designation form with the Company or its designee. If no beneficiary designation is in effect at the time of a Participant's death, or if the designated beneficiary does not survive the Participant, any shares or cash payable under the Plan shall be paid to the Participant's estate. The Committee may require such evidence of the identity and authority of any beneficiary, executor, administrator, or other representative as the Committee deems necessary or appropriate.

ARTICLE XII — AMENDMENT AND TERMINATION

Section 12.1 — Amendment

The Board may amend the Plan at any time, and from time to time, in any respect that the Board deems necessary or desirable; provided, however, that no amendment to the Plan shall be effective without the prior approval of the stockholders of the Company if such approval is required (a) to maintain the Plan's qualification as an "employee stock purchase plan" under Section 423 of the Code, (b) under the rules and regulations of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed), or (c) under any other applicable law, rule, or regulation.

Without limiting the generality of the foregoing, stockholder approval shall be required for any amendment that:

(a) increases the aggregate number of shares of Common Stock reserved for issuance under the Plan (except for adjustments made pursuant to Section 4.2 of the Plan in connection with changes in the Company's capital structure);

(b) changes the class or classes of employees eligible to participate in the Plan in a manner that would require stockholder approval under Section 423 of the Code or the rules of the New York Stock Exchange; or

(c) changes the Plan in any manner that would cause the Plan to cease to satisfy the requirements for qualification under Section 423 of the Code.

Section 12.2 — Termination

The Board may suspend or terminate the Plan at any time, in its sole discretion, by action of the Board. Upon termination of the Plan, all accumulated payroll deductions in Participants' Plan Accounts shall be refunded to such Participants as soon as administratively practicable following the effective date of termination, without interest; provided, however, that the Board may, in its sole discretion, determine that all outstanding purchase rights shall be exercised as of the date of termination (or such other date designated by the Board), in which case the accumulated payroll deductions in each Participant's Plan Account shall be applied to the purchase of shares of Common Stock in accordance with Article IX of the Plan as of such termination date.

No purchase rights may be granted under the Plan after the tenth (10th) anniversary of the earlier of (a) the date the Plan was adopted by the Board and (b) the date the Plan was approved by the stockholders of the Company. Notwithstanding the foregoing, purchase rights granted prior to such tenth anniversary may be exercised in accordance with their terms, and the Plan shall remain in effect with respect to such outstanding purchase rights until all such rights have been exercised, have expired, or have been terminated.

Section 12.3 — No Impairment of Rights

No amendment, suspension, or termination of the Plan shall, without the written consent of the affected Participant, adversely affect the rights of such Participant with respect to purchase rights then outstanding under the Plan, except as may be necessary (a) to comply with applicable law, (b) to maintain the Plan's qualification under Section 423 of the Code, or (c) to comply with the rules and regulations of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed).

ARTICLE XIII — TAX MATTERS

Section 13.1 — Section 423 Qualification

The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and the terms of the Plan shall be construed, interpreted, and administered so as to satisfy the requirements of Section 423 at all times. In the event of any conflict between the terms of the Plan and the requirements of Section 423 of the Code or the Treasury Regulations promulgated thereunder, the requirements of Section 423 shall control, and the Committee shall have the authority to modify or adjust any term of the Plan to the extent necessary to resolve such conflict and to maintain the Plan's qualification under Section 423.

Section 13.2 — Tax Withholding

To the extent required by applicable federal, state, local, or foreign tax law, the Company or the applicable Designated Subsidiary shall have the right to deduct from any amount payable to a Participant under the Plan (including, without limitation, payroll, wages, salary, or other amounts owed to the Participant) or from shares of Common Stock to be delivered to the Participant, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to any taxable event arising from participation in the Plan or the purchase, holding, or disposition of shares of Common Stock acquired under the Plan. The Company may require a Participant to satisfy any applicable tax withholding obligation prior to the delivery of shares of Common Stock purchased under the Plan, and the Company may withhold or delay the delivery of shares until such withholding obligation has been satisfied. The Committee may establish such procedures as it deems appropriate to facilitate compliance with applicable tax withholding requirements.

Section 13.3 — Disposition of Shares — Holding Period

If a Participant disposes of shares of Common Stock acquired under the Plan within two (2) years after the applicable Enrollment Date or within one (1) year after the applicable Exercise Date on which such shares were purchased (a "Disqualifying Disposition"), the Participant shall notify the Company of such disposition in writing (or by electronic means, if permitted by the Committee) within thirty (30) days following the date of such Disqualifying Disposition. Such notification shall include the date of disposition, the number of shares disposed of, the sale price received, and such other information as the Company may reasonably request to comply with its tax reporting obligations.

The Company shall have no obligation to notify any Participant of the tax consequences of purchasing, holding, or disposing of shares of Common Stock acquired under the Plan. Each Participant acknowledges and agrees that the tax consequences of participation in the Plan are complex and may vary depending on the Participant's individual circumstances, and each Participant assumes sole responsibility for any and all tax liabilities arising from participation in the Plan.

Section 13.4 — No Tax Advice

Neither the Company, the Board, the Committee, any Designated Subsidiary, nor any of their respective officers, directors, employees, agents, or representatives shall be responsible for any tax consequences to any Participant or beneficiary arising from or in connection with the Participant's participation in the Plan, including, without limitation, any tax consequences arising from the grant, exercise, or disposition of purchase rights or shares of Common Stock acquired under the Plan. Each Participant is urged to consult with the Participant's own independent tax advisor regarding the federal, state, local, and foreign income tax and other tax consequences of participating in the Plan before enrolling in the Plan and before making any election or decision with respect to the Plan.

ARTICLE XIV — GENERAL PROVISIONS

Section 14.1 — No Right to Employment

Nothing contained in the Plan, and no action taken pursuant to the Plan, shall be construed as creating or conferring upon any Eligible Employee or Participant the right to continue in the employment of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company or any Subsidiary to discharge, terminate, or otherwise sever the employment relationship with any Eligible Employee or Participant at any time, with or without cause and with or without notice, subject to the requirements of applicable law. Participation in the Plan shall not be construed to constitute a contract of employment between the Company (or any Subsidiary) and any Participant, and shall not confer on any Participant any right with respect to the continuation of the employment relationship.

Section 14.2 — No Stockholder Rights Until Exercise

A Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock subject to any purchase right granted under the Plan until such shares have been purchased on the applicable Exercise Date and have been delivered to or credited to the account of such Participant in accordance with Article IX of the Plan. No adjustment shall be made for dividends, distributions, or other rights with respect to shares of Common Stock for which the record date is prior to the date on which such shares are purchased and delivered or credited under the Plan.

Section 14.3 — Equal Rights and Privileges

All Eligible Employees shall have equal rights and privileges under the Plan within the meaning of Section 423(b)(5) of the Code, so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423(b)(5) of the Code shall, without further act or amendment by the Company, the Board, or the Committee, be reformed to comply with Section 423(b)(5). Notwithstanding the foregoing, the amount of shares of Common Stock that may be purchased by any Eligible Employee may bear a uniform relationship to the total Compensation of such Eligible Employee, and the rules specified in Treasury Regulation § 1.423-2(f) shall apply in determining whether the rights and privileges of Eligible Employees under the Plan are equal.

Section 14.4 — Governing Law

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof, except to the extent that such laws are preempted by applicable federal law, including, without limitation, the Code, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

The exclusive forum for any action, suit, or proceeding arising out of or relating to the Plan, any purchase right granted under the Plan, or any matter connected therewith, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware), consistent with the forum-selection clause set forth in the Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. Each Participant, by enrolling in the Plan, shall be deemed to have consented to personal jurisdiction and venue in such courts and to have waived any objection to such jurisdiction or venue, including any objection based on inconvenient forum.

Section 14.5 — Securities Law Compliance

The Company shall not be obligated to issue, sell, or deliver any shares of Common Stock under the Plan unless and until the issuance, sale, and delivery of such shares comply with all applicable requirements of federal, state, and foreign securities laws, including, without limitation, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated under each of the foregoing, and the rules and regulations of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed).

As a condition to enrollment in the Plan or the purchase of shares of Common Stock under the Plan, the Company may require a Participant to make such representations, warranties, and agreements as the Committee deems necessary or appropriate to comply with applicable securities laws, including, without limitation, a representation that the Participant is acquiring shares for investment and not with a view to distribution. The Company may also legend any share certificates (or make appropriate notations in the direct registration system) to reflect any restrictions on transfer that may be required under applicable securities laws.

Section 14.6 — Compliance with Section 409A

The Plan is intended to be exempt from the requirements of Section 409A of the Code pursuant to the exemption for short-term deferrals and/or the exemption for employee stock purchase plans qualifying under Section 423 of the Code, and shall be construed and interpreted in a manner consistent with such intent. Notwithstanding any provision of the Plan to the contrary, no provision of the Plan shall be interpreted or construed to subject any Participant to the imposition of any additional tax or penalty under Section 409A of the Code.

Section 14.7 — Successors and Assigns

The Plan shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and each Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted assigns. In the event of any merger, consolidation, reorganization, sale of all or substantially all of the assets of the Company, or other similar transaction in which the Company is not the surviving entity, the Plan shall be assumed by or substituted for by the successor entity, or the Board may terminate the Plan in accordance with Section 12.2.

Section 14.8 — Severability

If any provision of the Plan 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 the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been included herein. To the extent permitted by applicable law, the parties waive any provision of law that renders any provision of the Plan invalid, illegal, or unenforceable in any respect.

Section 14.9 — Headings

The headings and captions appearing in the Plan are included for convenience of reference only and shall not be deemed to define, limit, or otherwise affect the construction, interpretation, or application of any provision of the Plan.

Section 14.10 — Construction

Wherever the context so requires, the masculine gender shall include the feminine and neuter genders, and vice versa, and the singular shall include the plural, and vice versa. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." References to Articles, Sections, and Appendices shall refer to Articles, Sections, and Appendices of this Plan, unless otherwise specified. The word "or" is not exclusive. Any reference to a statute or regulation shall include any successor statute or regulation, and any rules, regulations, and guidance issued thereunder.

EXECUTION AND ATTESTATION

IN WITNESS WHEREOF, the undersigned hereby certifies that this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan was duly adopted by the Board of Directors of Calloway-Briggs Renewables Inc. on __, 2022, and was duly approved by the stockholders of the Company by written consent on __, 2022.

The undersigned, in her capacity as General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., hereby attests that the foregoing constitutes a true and correct copy of the Plan as so adopted and approved.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Sandra Haverford

Title: General Counsel & Corporate Secretary

Date: ________

Address:

4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

APPENDIX A

DESIGNATED SUBSIDIARIES (As of the Effective Date)

The following entities have been designated by the Board of Directors of Calloway-Briggs Renewables Inc. as Designated Subsidiaries for purposes of the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, effective as of the Effective Date:

Note: The Board of Directors or the Committee may designate additional Subsidiaries as Designated Subsidiaries, or revoke the designation of any Subsidiary as a Designated Subsidiary, from time to time in accordance with Article III, Section 3.3 of the Plan. Any such designation or revocation shall not require an amendment to this Appendix A, but the Company shall maintain a current list of Designated Subsidiaries and make such list available to Eligible Employees upon request.

Entity	Jurisdiction of Organization	Ownership
CBR Holdings LLC	Delaware	100% owned by Calloway-Briggs Renewables Inc.
Calloway-Briggs Operating Company LLC	Texas	100% owned by CBR Holdings LLC
Solaris West Solar LLC	Texas	100% owned by Calloway-Briggs Operating Company LLC
Red Mesa Wind Energy LLC	Oklahoma	100% owned by Calloway-Briggs Operating Company LLC
Painted Rock Solar LLC	Arizona	100% owned by Calloway-Briggs Operating Company LLC
Pronghorn Wind LLC	Texas	100% owned by Calloway-Briggs Operating Company LLC
Brazos Energy Storage LLC	Texas	100% owned by Calloway-Briggs Operating Company LLC
Mesquite Wind Holdings LLC	Texas	100% owned by Calloway-Briggs Operating Company LLC
Cimarron Solar Development LLC	New Mexico	100% owned by Calloway-Briggs Operating Company LLC
CBR Development Co. LLC	Texas	100% owned by Calloway-Briggs Operating Company LLC

CALLOWAY-BRIGGS RENEWABLES INC.
2022 EMPLOYEE STOCK PURCHASE PLAN
Adopted by the Board of Directors on __, 2022
Approved by the Stockholders of the Company by Written Consent on __, 2022
Effective as of the date of the closing of the Company's initial public offering of its Common Stock on the New York Stock Exchange (the "Effective Date")
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ARTICLE I — PURPOSE
The purpose of this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and its designated subsidiaries with the opportunity to purchase shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a discount through accumulated payroll deductions. By providing employees with a convenient means to acquire an equity interest in the Company at a favorable price, the Plan is designed to encourage and assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company and to help align employees' interests with those of the Company's stockholders, thereby promoting the long-term success of the Company and enhancing stockholder value.
The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed and administered in accordance with such intent. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder.
ARTICLE II — DEFINITIONS
For purposes of the Plan, the following terms shall have the meanings set forth below. Wherever the context so requires, the definitions set forth in this Article II shall apply throughout the Plan, and terms not defined in this Article II shall have their ordinary meaning unless the context otherwise requires.
"Accumulation Period" means the period during each Offering Period over which payroll deductions are accumulated on behalf of each Participant. Each Accumulation Period shall coincide with the applicable Offering Period (i.e., each Accumulation Period shall be approximately six (6) months in duration), unless the Committee determines otherwise in accordance with the terms of the Plan and Section 423 of the Code.
"Board" means the Board of Directors of Calloway-Briggs Renewables Inc.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder. Any reference to a particular section of the Code shall include any successor provision thereto.
"Committee" means the Compensation Committee of the Board, initially composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, or such other committee as may be designated by the Board from time to time to administer the Plan. If no Committee has been designated by the Board to administer the Plan, or if the Committee ceases to satisfy the requirements for administration of the Plan, the Board shall administer the Plan and all references herein to the Committee shall be deemed to refer to the Board.
"Common Stock" means the common stock of the Company, par value $0.01 per share, or any security into which such common stock may be changed by reason of any transaction or event of the type described in Section 4.2 of the Plan.
"Company" means Calloway-Briggs Renewables Inc., a Delaware corporation, or any successor thereto.
"Compensation" means, with respect to any Participant and any payroll period, the base salary or wages paid to such Participant by the Company or any Designated Subsidiary during such payroll period, including overtime pay and shift premiums, but excluding (a) bonuses (whether annual, sign-on, retention, or otherwise), (b) commissions, (c) any income recognized in connection with the exercise or vesting of equity compensation awards (including, without limitation, stock options, restricted stock, restricted stock units, and performance-based awards), (d) reimbursements for business expenses, (e) relocation allowances, (f) tuition reimbursement, (g) imputed income, (h) income from non-qualified deferred compensation, (i) severance pay, and (j) other non-regular compensation items; provided, however, that the Committee may, in its sole discretion, broaden or narrow the definition of Compensation for purposes of a particular Offering Period, so long as any such modification is applied uniformly to all Eligible Employees within such Offering Period and is consistent with the requirements of Section 423 of the Code.
"Designated Subsidiary" means any Subsidiary that has been designated by the Board or the Committee as eligible to participate in the Plan. As of the Effective Date, the Designated Subsidiaries shall include CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and all project-level and operational subsidiaries of the Company listed on Appendix A hereto, and such other Subsidiaries as the Board or Committee may designate from time to time in accordance with Section 3.3 of the Plan.
"Effective Date" means the date of the closing of the Company's initial public offering of Common Stock on the New York Stock Exchange, as described on the cover page of the Plan.
"Eligible Employee" means each employee of the Company or any Designated Subsidiary who satisfies the eligibility requirements set forth in Article III of the Plan.
"Enrollment Date" means the first Trading Day of each Offering Period, or such other date as the Committee may determine in advance of an Offering Period.
"Exercise Date" means the last Trading Day of each Offering Period; provided, however, that if such date is not a Trading Day, the Exercise Date shall be the Trading Day immediately preceding such date. The Exercise Date is the date on which purchase rights are automatically exercised and shares of Common Stock are purchased on behalf of each Participant in accordance with Article IX of the Plan.
"Exercise Price" means the price per share of Common Stock at which shares are purchased under the Plan on each Exercise Date, as determined in accordance with Article VII of the Plan. The Exercise Price shall be equal to eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Common Stock on the Enrollment Date and (b) the Fair Market Value of a share of Common Stock on the Exercise Date, representing a fifteen percent (15%) discount from the applicable Fair Market Value.
"Fair Market Value" means, as of any given date: (a) if the Common Stock is then listed or admitted to trading on the New York Stock Exchange or any other national securities exchange, the closing sales price per share of Common Stock on such date as reported on the principal exchange on which the Common Stock is then listed or admitted to trading; (b) if the Common Stock is not traded on such date, the closing sales price per share of Common Stock on the most recent preceding Trading Day on which a sale of Common Stock was reported; or (c) if the Common Stock is not listed or admitted to trading on any national securities exchange, or if the foregoing clauses (a) and (b) are otherwise inapplicable, the fair market value of a share of Common Stock as determined by the Board in good faith, taking into account all available information that the Board deems relevant. Prior to the Effective Date, the Fair Market Value of Common Stock shall be determined by the Board in good faith in a manner consistent with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder.
"Offering Period" means each approximately six (6)-month period during which an Eligible Employee may participate in the Plan by accumulating payroll deductions for the purchase of shares of Common Stock, as further described in Article VI of the Plan.
"Participant" means an Eligible Employee who has enrolled in the Plan in accordance with Article VIII and whose participation has not been terminated.
"Plan" means this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, as it may be amended, restated, or otherwise modified from time to time.
"Plan Account" means the bookkeeping account maintained by the Company (or its designee) for each Participant, reflecting the accumulated payroll deductions credited on behalf of such Participant for the purchase of shares of Common Stock under the Plan. Plan Accounts are maintained for bookkeeping purposes only and shall not be construed as a trust fund or segregated account.
"Section 423" means Section 423 of the Code and the Treasury Regulations promulgated thereunder, as the same may be amended from time to time.
"Subsidiary" means any corporation (including any limited liability company that is treated as a corporation for United States federal income tax purposes) of which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests, as determined under Section 424(f) of the Code.
"Trading Day" means any day on which the New York Stock Exchange (or, if the Common Stock is listed on a different national securities exchange, such other exchange) is open for regular trading.
"Transfer Agent" means Continental Shareowner Services, Inc., or any successor transfer agent or registrar appointed by the Company from time to time for purposes of administering share issuances and transfers under the Plan.
ARTICLE III — ELIGIBILITY
Section 3.1 — General Eligibility
Each employee of the Company or any Designated Subsidiary who, as of the applicable Enrollment Date, is customarily employed for at least twenty (20) hours per week and for more than five (5) months in any calendar year shall be an Eligible Employee and shall be eligible to participate in the Plan, subject to the limitations set forth in Section 3.2 below and to such additional eligibility requirements as the Committee may impose from time to time in accordance with this Article III and Section 423 of the Code. As of the Effective Date, the Company and its Designated Subsidiaries employ approximately 1,240 employees, a substantial portion of whom are expected to be Eligible Employees. The determination of whether an employee satisfies the foregoing hours-of-service and months-of-service requirements shall be made by the Committee (or its delegate) in accordance with uniform and nondiscriminatory criteria.
Section 3.2 — Exclusions
Notwithstanding Section 3.1, the following limitations shall apply to participation in the Plan:
(a) Five Percent Stockholders. No employee shall be eligible to participate in the Plan if, immediately after the grant of a purchase right under the Plan, such employee would own (or would be deemed to own, within the meaning of Section 424(d) of the Code) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary. For purposes of this Section 3.2(a), the rules of Section 423(b)(3) of the Code and Section 424(d) of the Code shall apply, and stock that the employee may purchase under outstanding purchase rights or options shall be treated as stock owned by the employee.
(b) $25,000 Calendar Year Limitation. No employee may be granted purchase rights under the Plan (and all other employee stock purchase plans of the Company and its Subsidiaries intended to qualify under Section 423 of the Code) that permit the employee to purchase shares of Common Stock having a Fair Market Value (determined as of the time the purchase right is granted, which is the Enrollment Date) exceeding Twenty-Five Thousand Dollars ($25,000) for each calendar year in which such purchase rights are outstanding at any time, as determined in accordance with Section 423(b)(8) of the Code and the Treasury Regulations promulgated thereunder.
(c) Additional Eligibility Requirements. The Committee may, in its sole discretion, impose additional eligibility requirements from time to time for any Offering Period, including, without limitation, (i) a minimum period of continuous employment with the Company or any Designated Subsidiary (not to exceed two (2) years of employment from the most recent date of hire), and (ii) a requirement that the employee be actively employed on the applicable Enrollment Date. Any such additional eligibility requirements shall be established by the Committee in advance of the applicable Offering Period and shall be applied uniformly to all employees of the Company and its Designated Subsidiaries in a manner consistent with Section 423 of the Code.
(d) Foreign Jurisdictions. Employees who are citizens or residents of a foreign jurisdiction (other than the United States) may be excluded from participation in the Plan (or in any particular Offering Period) if (i) the grant of a purchase right under the Plan to such employee would be prohibited under the laws of the jurisdiction governing such employee's employment, or (ii) compliance with the laws of such jurisdiction would cause the Plan or any Offering Period under the Plan to fail to satisfy the requirements of Section 423 of the Code.
Section 3.3 — Participation by Designated Subsidiaries
The Board or the Committee may, from time to time, designate any Subsidiary as a Designated Subsidiary for purposes of the Plan, or revoke any such designation, in each case by action of the Board or the Committee, as applicable. Any such designation or revocation shall be effective as of the date specified by the Board or the Committee and shall not require an amendment to the Plan. All Designated Subsidiaries shall participate in the Plan on the same terms and conditions applicable to the Company, and employees of all Designated Subsidiaries shall be treated uniformly with employees of the Company for purposes of eligibility, enrollment, payroll deductions, purchase of shares, and all other terms and conditions of the Plan, in accordance with Section 423(b)(5) of the Code.
ARTICLE IV — SHARES RESERVED UNDER THE PLAN
Section 4.1 — Share Reserve
Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be Two Million Five Hundred Forty-Five Thousand Four Hundred Fifty-Five (2,545,455) shares, which represents approximately two percent (2%) of the total shares of Common Stock outstanding on a fully-exercised basis as of the Effective Date, calculated as two percent (2%) of 127,272,727 shares. Shares of Common Stock delivered under the Plan may be authorized but unissued shares, treasury shares, or shares purchased on the open market by the Company or its agent, or any combination thereof, as the Committee may determine from time to time. If the aggregate number of shares of Common Stock to be purchased on any Exercise Date exceeds the number of shares then available under the Plan, the Committee shall make a pro rata allocation of the available shares in accordance with Section 9.2 of the Plan.
Section 4.2 — Adjustments for Capital Changes
In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification, spin-off, reorganization, extraordinary dividend or distribution (whether in cash, shares, or other property), or other similar change in the capital structure of the Company affecting the Common Stock, the Committee shall make appropriate and proportionate adjustments, as determined by the Committee in its sole discretion, to:
(a) the number and kind of shares of Common Stock (or other securities) reserved and available for issuance under the Plan pursuant to Section 4.1;
(b) the number and kind of shares of Common Stock (or other securities) subject to outstanding purchase rights under the Plan;
(c) the Exercise Price per share applicable to outstanding purchase rights; and
(d) any per-share or aggregate share limits or other numerical limitations set forth in the Plan.
All such adjustments shall be made by the Committee in a manner that is equitable to Participants and consistent with the requirements of Section 423 of the Code and the applicable Treasury Regulations. The Committee's determination with respect to any such adjustment shall be final, conclusive, and binding on all Participants and all other persons having an interest in the Plan. No fractional shares shall be issued as a result of any such adjustment; any fractional share resulting from an adjustment shall be rounded down to the nearest whole share. The Committee may also make adjustments in the terms and conditions of, and the criteria included in, purchase rights in recognition of unusual or nonrecurring events, including but not limited to mergers, consolidations, acquisitions, dispositions, or similar transactions, to the extent consistent with Section 423 of the Code.
Section 4.3 — Shares Not Purchased
Any shares of Common Stock subject to a purchase right that expires, terminates, is forfeited, or is cancelled without having been exercised in full shall again become available for issuance under the Plan and shall be added back to the share reserve described in Section 4.1. For the avoidance of doubt, if a Participant withdraws from an Offering Period or ceases to be an Eligible Employee prior to the Exercise Date, any shares that would otherwise have been purchased on behalf of such Participant shall again become available for future issuance under the Plan.
ARTICLE V — ADMINISTRATION
Section 5.1 — Committee Administration
The Plan shall be administered by the Committee. As of the Effective Date, the Committee is the Compensation Committee of the Board, initially composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro. If at any time the Board has not designated a Committee to administer the Plan, or if the Committee ceases to exist or to satisfy the requirements for administration of the Plan, the Board shall serve as the Committee for purposes of the Plan.
The Committee shall have full power and authority to interpret the Plan, to establish, amend, and revoke rules and procedures for the administration of the Plan, to determine the terms and conditions of each Offering Period (to the extent not otherwise specified herein), to resolve all questions and disputes arising under the Plan, to correct any defect, supply any omission, or reconcile any inconsistency in the Plan, and to make all other determinations and take all other actions as the Committee deems necessary or advisable for the administration of the Plan. All decisions, actions, and determinations of the Committee shall be final, conclusive, and binding on all Participants, the Company, its Subsidiaries, and all other persons having or claiming to have an interest in the Plan or any purchase right granted hereunder.
Section 5.2 — Delegation
The Committee may delegate to one or more officers or employees of the Company the authority to perform ministerial duties in connection with the administration of the Plan, including, without limitation, (a) processing enrollment forms and elections, (b) maintaining Plan Accounts and participant records, (c) coordinating with the Transfer Agent (Continental Shareowner Services, Inc.) and any brokerage firm designated by the Company, (d) preparing and distributing communications and disclosures to Participants, and (e) such other administrative tasks as the Committee may determine. Notwithstanding the foregoing, the Committee may not delegate its authority to interpret the Plan, to determine eligibility, or to make discretionary determinations affecting the rights of Participants, except as expressly permitted under the Plan.
Section 5.3 — Compliance with Section 423
The Plan is intended to comply with Section 423 of the Code, and the Committee shall interpret and administer the Plan so as to maintain such compliance at all times. In furtherance of this intent, all Eligible Employees shall have the same rights and privileges under the Plan within the meaning of Section 423(b)(5) of the Code, except that the amount of shares of Common Stock that may be purchased by any Eligible Employee may bear a uniform relationship to the total Compensation of such Eligible Employee, and the rules specified in Treasury Regulation § 1.423-2(f) shall apply. The Committee shall take such actions as it deems necessary or appropriate to ensure that the Plan satisfies the requirements of Section 423 of the Code at all times, including, without limitation, limiting or restricting participation in the Plan by certain employees or in certain jurisdictions. In the event of any conflict between the terms of the Plan and the requirements of Section 423 of the Code, the requirements of Section 423 shall control.
ARTICLE VI — OFFERING PERIODS
Section 6.1 — Duration of Offering Periods
Each Offering Period under the Plan shall be approximately six (6) months in duration, unless the Committee determines otherwise in accordance with Section 6.2 below. The first Offering Period shall commence on the Effective Date (or such later date as the Committee may determine in its sole discretion) and shall end on the last Trading Day on or before the date that is six (6) months following the Enrollment Date of such first Offering Period.
Subsequent Offering Periods shall commence on the first Trading Day on or after each January 1 and July 1 (or such other dates as the Committee may determine in advance), and each such subsequent Offering Period shall end on the last Trading Day on or before the date that is six (6) months following the Enrollment Date of such Offering Period. By way of illustration, if the Committee does not modify the commencement dates, the Offering Periods following the first Offering Period are expected to commence on or about January 1 and July 1 of each year and to end on or about June 30 and December 31 of each year, respectively.
Section 6.2 — Commencement and Termination
The Committee may, in its sole discretion, change the duration, commencement date, or termination date of any future Offering Period, provided that (a) no Offering Period shall have a duration in excess of twenty-seven (27) months from the applicable Enrollment Date, (b) any such change shall comply with Section 423 of the Code and the applicable Treasury Regulations, and (c) the Committee shall provide reasonable advance notice to Eligible Employees of any such change.
The Committee may, in its discretion, establish separate Offering Periods for different Designated Subsidiaries or for employees in different geographic locations, provided that each such Offering Period satisfies the requirements of Section 423 of the Code and that all Eligible Employees within each such Offering Period are afforded equal rights and privileges within the meaning of Section 423(b)(5) of the Code.
Section 6.3 — Overlap
The Committee may, in its sole discretion, permit Offering Periods to run concurrently or sequentially. If the Committee permits concurrent Offering Periods, the Committee shall adopt such rules and procedures as it deems necessary or appropriate to administer the Plan with respect to such concurrent Offering Periods, including rules regarding the allocation of shares among concurrent Offering Periods and the enrollment and withdrawal rights of Participants with respect to overlapping Offering Periods.
ARTICLE VII — PURCHASE PRICE
Section 7.1 — Exercise Price
The Exercise Price (i.e., the purchase price) per share of Common Stock for each Offering Period shall be equal to eighty-five percent (85%) of the lesser of:
(a) the Fair Market Value of one (1) share of Common Stock on the Enrollment Date (i.e., the first Trading Day of such Offering Period); and
(b) the Fair Market Value of one (1) share of Common Stock on the Exercise Date (i.e., the last Trading Day of such Offering Period).
The foregoing formula results in a fifteen percent (15%) discount from the lower of the Fair Market Value of a share of Common Stock on the Enrollment Date and the Fair Market Value of a share of Common Stock on the Exercise Date, thereby providing Participants with a favorable purchase price that reflects the benefit intended under Section 423 of the Code.
Section 7.2 — No Adjustment Below Par Value
Notwithstanding anything in the Plan to the contrary, in no event shall the Exercise Price per share of Common Stock be less than the par value of a share of Common Stock, which is $0.01 per share. In the event that the application of the formula set forth in Section 7.1 would result in an Exercise Price that is less than the par value of a share of Common Stock, the Exercise Price shall be adjusted upward to equal the par value of a share of Common Stock.
ARTICLE VIII — ENROLLMENT AND PAYROLL DEDUCTIONS
Section 8.1 — Enrollment
An Eligible Employee may enroll in the Plan for an Offering Period by completing and submitting an enrollment form (in paper or electronic format, as prescribed by the Committee) to the Company or its designee in accordance with the procedures established by the Committee. The enrollment form must be received by the Company (or its designee) on or before the deadline established by the Committee, which deadline shall be prior to the Enrollment Date of the applicable Offering Period. The enrollment form shall include, at a minimum, (a) the Participant's election of a payroll deduction rate (expressed as a percentage of Compensation or, if the Committee so determines, as a fixed dollar amount per payroll period), (b) the Participant's acknowledgment of the terms and conditions of the Plan, (c) the Participant's authorization for payroll deductions, and (d) such other information as the Committee may require.
An Eligible Employee who does not enroll in the Plan on or before the applicable deadline shall not be permitted to participate in the applicable Offering Period but may enroll in any subsequent Offering Period in accordance with the procedures established by the Committee. Enrollment in the Plan for any Offering Period shall not automatically continue to subsequent Offering Periods unless the Committee establishes a procedure for automatic re-enrollment, in which case the Committee shall communicate the terms of such automatic re-enrollment to Participants in advance of the applicable Offering Period.
Section 8.2 — Payroll Deduction Rates
A Participant may elect to have payroll deductions made in any whole percentage from one percent (1%) to fifteen percent (15%) of Compensation for each payroll period during the applicable Offering Period, or such other minimum and maximum percentages as the Committee may establish from time to time in advance of an Offering Period. Any payroll deduction rate elected by a Participant shall be subject to the limitations set forth in Section 3.2 of the Plan (including, without limitation, the $25,000 calendar year limitation under Section 423(b)(8) of the Code) and the share limitations set forth in Article IX of the Plan.
Payroll deductions shall commence on the first payroll date coinciding with or immediately following the applicable Enrollment Date and shall continue through and including the last payroll date on or before the applicable Exercise Date, unless the Participant withdraws from the Plan or otherwise ceases to be an Eligible Employee prior to such Exercise Date. All payroll deductions shall be made on an after-tax basis, and no Participant shall be permitted to make separate cash payments or other contributions to the Plan in lieu of or in addition to payroll deductions, unless the Committee otherwise determines in its sole discretion.
Section 8.3 — Changes to Payroll Deductions
A Participant may increase or decrease the rate of payroll deductions during an Offering Period by submitting a revised enrollment form (or electronic election) to the Company or its designee in accordance with rules and procedures established by the Committee. Except as otherwise determined by the Committee, a Participant may make no more than one (1) change to the Participant's payroll deduction rate during any single Offering Period (or such other frequency of changes as the Committee may permit). Any such change shall be effective as of the first payroll period that is administratively practicable following receipt of the Participant's revised election by the Company or its designee.
A Participant may reduce the payroll deduction rate to zero percent (0%), which reduction shall be treated as a withdrawal from the Offering Period in accordance with Section 10.1 of the Plan, and the Participant's accumulated payroll deductions shall be refunded in accordance with Section 10.1. The Committee may establish such other rules and limitations regarding changes to payroll deductions as it deems necessary or appropriate for the orderly administration of the Plan, including, without limitation, blackout periods during which changes may not be made.
Section 8.4 — Plan Accounts
All payroll deductions made on behalf of a Participant pursuant to this Article VIII shall be credited to the Participant's Plan Account as of the payroll date on which such deductions are made. Plan Accounts shall be maintained by the Company (or its designee) on a bookkeeping basis for the sole purpose of tracking the accumulated payroll deductions of each Participant.
No interest shall accrue or be paid on any amounts credited to a Participant's Plan Account. Plan Account balances are bookkeeping entries only and do not represent a trust fund, escrow account, or other segregated account. All amounts deducted from a Participant's Compensation and credited to the Participant's Plan Account shall constitute general assets of the Company and may be used by the Company for any corporate purpose. No Participant shall have any right, title, or interest in or to any specific assets of the Company by reason of any credit to the Participant's Plan Account. A Participant's rights with respect to the Participant's Plan Account shall be those of a general unsecured creditor of the Company.
ARTICLE IX — PURCHASE OF SHARES
Section 9.1 — Automatic Exercise
On each Exercise Date, each Participant's accumulated payroll deductions credited to the Participant's Plan Account shall be automatically applied to the purchase of the maximum number of whole shares of Common Stock that can be purchased at the Exercise Price determined in accordance with Article VII, subject to the limitations set forth in this Article IX and in Section 3.2 of the Plan. The purchase of shares on each Exercise Date shall occur automatically, without any further action by the Participant.
Any amount remaining in a Participant's Plan Account after such purchase that is less than the Exercise Price of one (1) whole share of Common Stock (including any fractional share amount) shall be retained in the Participant's Plan Account and carried forward to the next Offering Period; provided, however, that if the Participant has withdrawn from the Plan, has ceased to be an Eligible Employee, or if the Plan has been terminated, any such remaining amount shall be refunded to the Participant (or, in the case of the Participant's death, to the Participant's designated beneficiary or estate) in cash as soon as administratively practicable, without interest.
Section 9.2 — Share Limitations
No Participant may purchase more than such number of shares of Common Stock as the Committee shall establish prior to each Offering Period during any single Offering Period. The Committee shall communicate the applicable per-Participant share limit to Eligible Employees prior to the commencement of each Offering Period. The per-Participant share limit shall be applied in a manner that is consistent with Section 423 of the Code.
In addition, the aggregate number of shares of Common Stock purchased by all Participants during any Offering Period may not exceed the number of shares then remaining available for issuance under the share reserve established in Section 4.1 of the Plan. In the event that the total number of shares of Common Stock that would otherwise be purchased by all Participants on any Exercise Date exceeds the number of shares then available under the Plan, the available shares shall be allocated pro rata among all Participants on such Exercise Date in proportion to the payroll deductions accumulated in their respective Plan Accounts for such Offering Period (or on such other equitable basis as the Committee may determine), and any excess payroll deductions not applied to the purchase of shares shall be refunded to Participants as soon as administratively practicable, without interest.
Section 9.3 — Section 423 Limitations
Notwithstanding any other provision of the Plan, no purchase right shall permit a Participant to purchase shares of Common Stock with a Fair Market Value (determined as of the Enrollment Date on which such purchase right is granted) in excess of Twenty-Five Thousand Dollars ($25,000) for any calendar year in which such purchase right is outstanding at any time, in accordance with Section 423(b)(8) of the Code. For purposes of this Section 9.3, the Fair Market Value of shares purchable under any purchase right shall be determined at the time such purchase right is granted (i.e., as of the applicable Enrollment Date). If a Participant's accumulated payroll deductions on any Exercise Date would result in the purchase of shares in excess of this $25,000 limitation, the excess payroll deductions shall not be applied to the purchase of shares and shall be refunded to the Participant as soon as administratively practicable, without interest.
Section 9.4 — Delivery of Shares
As promptly as practicable after each Exercise Date, the Company, acting through the Transfer Agent (Continental Shareowner Services, Inc.) or such other agent as the Company may designate, shall arrange for the shares of Common Stock purchased on behalf of each Participant to be credited to such Participant's account. Shares may be delivered by (a) crediting shares to a brokerage account established by the Company or its designee on behalf of Participants, (b) crediting shares to a direct registration account maintained by the Transfer Agent in the Participant's name, or (c) such other method as the Committee may determine from time to time.
The Company may establish one or more brokerage arrangements with a qualified broker-dealer for the holding, custody, and sale of shares of Common Stock purchased under the Plan. The Committee may require that shares purchased under the Plan be held in such brokerage account for a specified period of time following the applicable Exercise Date. Notwithstanding the foregoing, the Company shall not be required to issue or deliver any shares of Common Stock under the Plan until all applicable requirements of federal, state, and foreign securities laws and the rules of the New York Stock Exchange have been satisfied, as determined by the Committee in its sole discretion.
ARTICLE X — WITHDRAWAL AND TERMINATION OF EMPLOYMENT
Section 10.1 — Voluntary Withdrawal
A Participant may withdraw from participation in any Offering Period at any time prior to the applicable Exercise Date by delivering a written or electronic notice of withdrawal to the Company (or its designee) in accordance with procedures established by the Committee. The notice of withdrawal must be received by the Company (or its designee) on or before such deadline prior to the Exercise Date as the Committee may establish from time to time. The withdrawal shall be effective as of the date specified in the notice or, if no date is specified, as of the date such notice is received by the Company or its designee.
Upon a Participant's withdrawal from an Offering Period, all payroll deductions accumulated in the Participant's Plan Account during the current Offering Period shall be refunded to the Participant as soon as administratively practicable following the effective date of the withdrawal, without interest. No further payroll deductions shall be made on behalf of such Participant for the remainder of the Offering Period.
A Participant who withdraws from an Offering Period may not re-enroll in the same Offering Period. A Participant who has withdrawn from an Offering Period may enroll in any subsequent Offering Period in accordance with the enrollment procedures set forth in Article VIII, provided that such Participant satisfies the eligibility requirements set forth in Article III at the time of such subsequent enrollment.
Section 10.2 — Termination of Employment
If a Participant ceases to be an Eligible Employee for any reason, including, without limitation, voluntary resignation, involuntary termination (with or without cause), retirement, death, or disability, such Participant shall be deemed to have withdrawn from the Plan effective as of the date on which the Participant ceases to be an Eligible Employee (the "Termination Date"). No purchase right may be exercised on or after the Termination Date, and no payroll deductions shall be made on behalf of such Participant after the Termination Date.
All accumulated payroll deductions in the Participant's Plan Account as of the Termination Date shall be refunded to the Participant as soon as administratively practicable following the Termination Date, without interest. In the event of the Participant's death, such accumulated payroll deductions shall be paid to the Participant's designated beneficiary (as provided in Section 11.2 of the Plan) or, if no beneficiary has been designated or the designated beneficiary does not survive the Participant, to the Participant's estate, as soon as administratively practicable, without interest.
For the avoidance of doubt, no purchase right granted under the Plan may be exercised after the date on which a Participant ceases to be an Eligible Employee, regardless of the reason for such cessation.
Section 10.3 — Transfer of Employment
If a Participant transfers employment from the Company or one Designated Subsidiary to another Designated Subsidiary, such Participant's enrollment in the Plan and accumulated payroll deductions credited to the Participant's Plan Account shall carry over to the new employing Designated Subsidiary without interruption, and the Participant shall continue to participate in the Plan on the same terms and conditions applicable to the Participant prior to the transfer. Payroll deductions shall continue to be made by the new employing Designated Subsidiary effective as of the first payroll period following the transfer that is administratively practicable.
If a Participant transfers employment to a Subsidiary of the Company that is not a Designated Subsidiary, or to any entity that is not a Subsidiary, such Participant shall be treated as having terminated employment with the Company and its Designated Subsidiaries for purposes of the Plan, and the provisions of Section 10.2 shall apply. The Committee shall have the authority to determine whether a particular transfer of employment results in a termination for purposes of the Plan, and any such determination shall be final, conclusive, and binding on all parties.
ARTICLE XI — TRANSFERABILITY
Section 11.1 — Non-Transferability of Purchase Rights
Purchase rights granted under the Plan are personal to each Participant and may not be transferred, assigned, pledged, hypothecated, or otherwise disposed of by a Participant, whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution. During a Participant's lifetime, purchase rights granted under the Plan may be exercised only by the Participant. Any attempted transfer, assignment, pledge, hypothecation, or other disposition of a purchase right in violation of this Section 11.1 shall be null and void and of no force or effect, and the Company shall not be required to recognize or give effect to any such purported transfer.
Section 11.2 — Designation of Beneficiary
A Participant may file with the Company (or its designee) a written designation of one or more beneficiaries to receive any shares of Common Stock or cash payable under the Plan in the event of the Participant's death, in accordance with such procedures and forms as the Committee may establish from time to time. A Participant may change or revoke a beneficiary designation at any time by filing a new beneficiary designation form with the Company or its designee. If no beneficiary designation is in effect at the time of a Participant's death, or if the designated beneficiary does not survive the Participant, any shares or cash payable under the Plan shall be paid to the Participant's estate. The Committee may require such evidence of the identity and authority of any beneficiary, executor, administrator, or other representative as the Committee deems necessary or appropriate.
ARTICLE XII — AMENDMENT AND TERMINATION
Section 12.1 — Amendment
The Board may amend the Plan at any time, and from time to time, in any respect that the Board deems necessary or desirable; provided, however, that no amendment to the Plan shall be effective without the prior approval of the stockholders of the Company if such approval is required (a) to maintain the Plan's qualification as an "employee stock purchase plan" under Section 423 of the Code, (b) under the rules and regulations of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed), or (c) under any other applicable law, rule, or regulation.
Without limiting the generality of the foregoing, stockholder approval shall be required for any amendment that:
(a) increases the aggregate number of shares of Common Stock reserved for issuance under the Plan (except for adjustments made pursuant to Section 4.2 of the Plan in connection with changes in the Company's capital structure);
(b) changes the class or classes of employees eligible to participate in the Plan in a manner that would require stockholder approval under Section 423 of the Code or the rules of the New York Stock Exchange; or
(c) changes the Plan in any manner that would cause the Plan to cease to satisfy the requirements for qualification under Section 423 of the Code.
Section 12.2 — Termination
The Board may suspend or terminate the Plan at any time, in its sole discretion, by action of the Board. Upon termination of the Plan, all accumulated payroll deductions in Participants' Plan Accounts shall be refunded to such Participants as soon as administratively practicable following the effective date of termination, without interest; provided, however, that the Board may, in its sole discretion, determine that all outstanding purchase rights shall be exercised as of the date of termination (or such other date designated by the Board), in which case the accumulated payroll deductions in each Participant's Plan Account shall be applied to the purchase of shares of Common Stock in accordance with Article IX of the Plan as of such termination date.
No purchase rights may be granted under the Plan after the tenth (10th) anniversary of the earlier of (a) the date the Plan was adopted by the Board and (b) the date the Plan was approved by the stockholders of the Company. Notwithstanding the foregoing, purchase rights granted prior to such tenth anniversary may be exercised in accordance with their terms, and the Plan shall remain in effect with respect to such outstanding purchase rights until all such rights have been exercised, have expired, or have been terminated.
Section 12.3 — No Impairment of Rights
No amendment, suspension, or termination of the Plan shall, without the written consent of the affected Participant, adversely affect the rights of such Participant with respect to purchase rights then outstanding under the Plan, except as may be necessary (a) to comply with applicable law, (b) to maintain the Plan's qualification under Section 423 of the Code, or (c) to comply with the rules and regulations of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed).
ARTICLE XIII — TAX MATTERS
Section 13.1 — Section 423 Qualification
The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and the terms of the Plan shall be construed, interpreted, and administered so as to satisfy the requirements of Section 423 at all times. In the event of any conflict between the terms of the Plan and the requirements of Section 423 of the Code or the Treasury Regulations promulgated thereunder, the requirements of Section 423 shall control, and the Committee shall have the authority to modify or adjust any term of the Plan to the extent necessary to resolve such conflict and to maintain the Plan's qualification under Section 423.
Section 13.2 — Tax Withholding
To the extent required by applicable federal, state, local, or foreign tax law, the Company or the applicable Designated Subsidiary shall have the right to deduct from any amount payable to a Participant under the Plan (including, without limitation, payroll, wages, salary, or other amounts owed to the Participant) or from shares of Common Stock to be delivered to the Participant, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to any taxable event arising from participation in the Plan or the purchase, holding, or disposition of shares of Common Stock acquired under the Plan. The Company may require a Participant to satisfy any applicable tax withholding obligation prior to the delivery of shares of Common Stock purchased under the Plan, and the Company may withhold or delay the delivery of shares until such withholding obligation has been satisfied. The Committee may establish such procedures as it deems appropriate to facilitate compliance with applicable tax withholding requirements.
Section 13.3 — Disposition of Shares — Holding Period
If a Participant disposes of shares of Common Stock acquired under the Plan within two (2) years after the applicable Enrollment Date or within one (1) year after the applicable Exercise Date on which such shares were purchased (a "Disqualifying Disposition"), the Participant shall notify the Company of such disposition in writing (or by electronic means, if permitted by the Committee) within thirty (30) days following the date of such Disqualifying Disposition. Such notification shall include the date of disposition, the number of shares disposed of, the sale price received, and such other information as the Company may reasonably request to comply with its tax reporting obligations.
The Company shall have no obligation to notify any Participant of the tax consequences of purchasing, holding, or disposing of shares of Common Stock acquired under the Plan. Each Participant acknowledges and agrees that the tax consequences of participation in the Plan are complex and may vary depending on the Participant's individual circumstances, and each Participant assumes sole responsibility for any and all tax liabilities arising from participation in the Plan.
Section 13.4 — No Tax Advice
Neither the Company, the Board, the Committee, any Designated Subsidiary, nor any of their respective officers, directors, employees, agents, or representatives shall be responsible for any tax consequences to any Participant or beneficiary arising from or in connection with the Participant's participation in the Plan, including, without limitation, any tax consequences arising from the grant, exercise, or disposition of purchase rights or shares of Common Stock acquired under the Plan. Each Participant is urged to consult with the Participant's own independent tax advisor regarding the federal, state, local, and foreign income tax and other tax consequences of participating in the Plan before enrolling in the Plan and before making any election or decision with respect to the Plan.
ARTICLE XIV — GENERAL PROVISIONS
Section 14.1 — No Right to Employment
Nothing contained in the Plan, and no action taken pursuant to the Plan, shall be construed as creating or conferring upon any Eligible Employee or Participant the right to continue in the employment of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company or any Subsidiary to discharge, terminate, or otherwise sever the employment relationship with any Eligible Employee or Participant at any time, with or without cause and with or without notice, subject to the requirements of applicable law. Participation in the Plan shall not be construed to constitute a contract of employment between the Company (or any Subsidiary) and any Participant, and shall not confer on any Participant any right with respect to the continuation of the employment relationship.
Section 14.2 — No Stockholder Rights Until Exercise
A Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock subject to any purchase right granted under the Plan until such shares have been purchased on the applicable Exercise Date and have been delivered to or credited to the account of such Participant in accordance with Article IX of the Plan. No adjustment shall be made for dividends, distributions, or other rights with respect to shares of Common Stock for which the record date is prior to the date on which such shares are purchased and delivered or credited under the Plan.
Section 14.3 — Equal Rights and Privileges
All Eligible Employees shall have equal rights and privileges under the Plan within the meaning of Section 423(b)(5) of the Code, so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423(b)(5) of the Code shall, without further act or amendment by the Company, the Board, or the Committee, be reformed to comply with Section 423(b)(5). Notwithstanding the foregoing, the amount of shares of Common Stock that may be purchased by any Eligible Employee may bear a uniform relationship to the total Compensation of such Eligible Employee, and the rules specified in Treasury Regulation § 1.423-2(f) shall apply in determining whether the rights and privileges of Eligible Employees under the Plan are equal.
Section 14.4 — Governing Law
The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof, except to the extent that such laws are preempted by applicable federal law, including, without limitation, the Code, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
The exclusive forum for any action, suit, or proceeding arising out of or relating to the Plan, any purchase right granted under the Plan, or any matter connected therewith, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware), consistent with the forum-selection clause set forth in the Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. Each Participant, by enrolling in the Plan, shall be deemed to have consented to personal jurisdiction and venue in such courts and to have waived any objection to such jurisdiction or venue, including any objection based on inconvenient forum.
Section 14.5 — Securities Law Compliance
The Company shall not be obligated to issue, sell, or deliver any shares of Common Stock under the Plan unless and until the issuance, sale, and delivery of such shares comply with all applicable requirements of federal, state, and foreign securities laws, including, without limitation, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated under each of the foregoing, and the rules and regulations of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed).
As a condition to enrollment in the Plan or the purchase of shares of Common Stock under the Plan, the Company may require a Participant to make such representations, warranties, and agreements as the Committee deems necessary or appropriate to comply with applicable securities laws, including, without limitation, a representation that the Participant is acquiring shares for investment and not with a view to distribution. The Company may also legend any share certificates (or make appropriate notations in the direct registration system) to reflect any restrictions on transfer that may be required under applicable securities laws.
Section 14.6 — Compliance with Section 409A
The Plan is intended to be exempt from the requirements of Section 409A of the Code pursuant to the exemption for short-term deferrals and/or the exemption for employee stock purchase plans qualifying under Section 423 of the Code, and shall be construed and interpreted in a manner consistent with such intent. Notwithstanding any provision of the Plan to the contrary, no provision of the Plan shall be interpreted or construed to subject any Participant to the imposition of any additional tax or penalty under Section 409A of the Code.
Section 14.7 — Successors and Assigns
The Plan shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and each Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted assigns. In the event of any merger, consolidation, reorganization, sale of all or substantially all of the assets of the Company, or other similar transaction in which the Company is not the surviving entity, the Plan shall be assumed by or substituted for by the successor entity, or the Board may terminate the Plan in accordance with Section 12.2.
Section 14.8 — Severability
If any provision of the Plan 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 the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been included herein. To the extent permitted by applicable law, the parties waive any provision of law that renders any provision of the Plan invalid, illegal, or unenforceable in any respect.
Section 14.9 — Headings
The headings and captions appearing in the Plan are included for convenience of reference only and shall not be deemed to define, limit, or otherwise affect the construction, interpretation, or application of any provision of the Plan.
Section 14.10 — Construction
Wherever the context so requires, the masculine gender shall include the feminine and neuter genders, and vice versa, and the singular shall include the plural, and vice versa. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." References to Articles, Sections, and Appendices shall refer to Articles, Sections, and Appendices of this Plan, unless otherwise specified. The word "or" is not exclusive. Any reference to a statute or regulation shall include any successor statute or regulation, and any rules, regulations, and guidance issued thereunder.
EXECUTION AND ATTESTATION
IN WITNESS WHEREOF, the undersigned hereby certifies that this Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan was duly adopted by the Board of Directors of Calloway-Briggs Renewables Inc. on __, 2022, and was duly approved by the stockholders of the Company by written consent on __, 2022.
The undersigned, in her capacity as General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., hereby attests that the foregoing constitutes a true and correct copy of the Plan as so adopted and approved.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Sandra Haverford
Title: General Counsel & Corporate Secretary
Date: ________
Address:
4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
APPENDIX A
DESIGNATED SUBSIDIARIES (As of the Effective Date)
The following entities have been designated by the Board of Directors of Calloway-Briggs Renewables Inc. as Designated Subsidiaries for purposes of the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan, effective as of the Effective Date:
Note: The Board of Directors or the Committee may designate additional Subsidiaries as Designated Subsidiaries, or revoke the designation of any Subsidiary as a Designated Subsidiary, from time to time in accordance with Article III, Section 3.3 of the Plan. Any such designation or revocation shall not require an amendment to this Appendix A, but the Company shall maintain a current list of Designated Subsidiaries and make such list available to Eligible Employees upon request.
Entity | Jurisdiction of Organization | Ownership
CBR Holdings LLC | Delaware | 100% owned by Calloway-Briggs Renewables Inc.
Calloway-Briggs Operating Company LLC | Texas | 100% owned by CBR Holdings LLC
Solaris West Solar LLC | Texas | 100% owned by Calloway-Briggs Operating Company LLC
Red Mesa Wind Energy LLC | Oklahoma | 100% owned by Calloway-Briggs Operating Company LLC
Painted Rock Solar LLC | Arizona | 100% owned by Calloway-Briggs Operating Company LLC
Pronghorn Wind LLC | Texas | 100% owned by Calloway-Briggs Operating Company LLC
Brazos Energy Storage LLC | Texas | 100% owned by Calloway-Briggs Operating Company LLC
Mesquite Wind Holdings LLC | Texas | 100% owned by Calloway-Briggs Operating Company LLC
Cimarron Solar Development LLC | New Mexico | 100% owned by Calloway-Briggs Operating Company LLC
CBR Development Co. LLC | Texas | 100% owned by Calloway-Briggs Operating Company LLC

CALLOWAY-BRIGGS RENEWABLES INC.

EXECUTION AND ATTESTATION

CALLOWAY-BRIGGS RENEWABLES INC.

APPENDIX A

Record

Parties

Dates

Amounts