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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CALLOWAY-BRIGGS RENEWABLES INC.

(a Delaware corporation)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CALLOWAY-BRIGGS RENEWABLES INC.

Calloway-Briggs Renewables Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:

FIRST: The name of the corporation is Calloway-Briggs Renewables Inc. (the "Corporation"). The Corporation was originally incorporated under the name "Calloway-Briggs Renewables Inc." and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2014.

SECOND: This Amended and Restated Certificate of Incorporation (this "Certificate of Incorporation") was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. This Amended and Restated Certificate of Incorporation was approved by the Board of Directors of the Corporation (the "Board of Directors" or "Board") and thereafter adopted by the written consent of the stockholders of the Corporation holding more than ninety percent (90%) of the outstanding voting power of the Corporation, including Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), Garrett Calloway, and Elaine Briggs (Mr. Calloway and Ms. Briggs, each a "Founder" and collectively, the "Founders"), in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL, and written notice of such action has been given in accordance with Section 228(e) of the DGCL to those stockholders who did not consent in writing thereto.

THIRD: This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore amended and restated, including the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 8, 2017, and as further amended by a Certificate of Amendment filed on June 22, 2020.

FOURTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as set forth below, with such amendment and restatement to become effective upon the closing (the "Closing") of the Corporation's initial public offering (the "IPO") of shares of Common Stock (as defined below) of the Corporation.

The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

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ARTICLE I

NAME

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

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is Capitol Statutory Services, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation, and may also maintain additional offices for the conduct of the business of the Corporation both within and without the State of Delaware.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance, and not in limitation, of the foregoing, the Corporation shall have all of the powers now or hereafter conferred by the laws of the State of Delaware upon corporations organized under the DGCL, including, without limitation, the power to develop, construct, own, operate, finance, and manage renewable energy generation assets, energy storage systems, and related infrastructure, and to engage in any and all activities incidental or related thereto.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1 *Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Five Hundred Fifty Million (550,000,000) shares, consisting of (a) Five Hundred Million (500,000,000) shares of common stock, par value $0.01 per share (the "Common Stock"), and (b) Fifty Million (50,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred Stock*").

Upon the effectiveness of this Certificate of Incorporation (the "Effective Time"), each share of capital stock of the Corporation issued and outstanding immediately prior to the Effective Time shall, automatically and without any further action on the part of the Corporation or the holders thereof, be reclassified as, and shall become, one (1) fully paid and nonassessable share of Common Stock. As of immediately prior to the Closing of the IPO and after giving effect to such reclassification and the conversion of all outstanding convertible securities, there are 100,000,000 shares of Common Stock issued and outstanding on a fully diluted basis. Following the Closing of the IPO (assuming a base offering without exercise of the underwriters' overallotment option), there will be 123,713,636 shares of Common Stock issued and outstanding. Following the Closing of the IPO assuming full exercise of the underwriters' overallotment option, there will be 127,272,727 shares of Common Stock issued and outstanding.

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 4.2 *Common Stock.*

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

There shall be no cumulative voting of shares of Common Stock in the election of directors.

For the avoidance of doubt, following the Closing of the IPO, Pinnacle Vista will beneficially own approximately 62,000,000 shares of Common Stock (representing approximately 62% of the fully diluted pre-IPO shares of Common Stock and approximately 50.1% of the post-IPO shares of Common Stock on a base offering basis, or approximately 48.7% assuming full exercise of the overallotment option). Together with shares of Common Stock held by the Founders, Garrett Calloway (holding approximately 15,000,000 shares) and Elaine Briggs (holding approximately 9,000,000 shares), Pinnacle Vista and the Founders will collectively hold a significant voting bloc of the Corporation's outstanding shares of Common Stock following the Closing.

(b) *Dividends.* Subject to the preferences and other rights applicable to shares of Preferred Stock, if any, outstanding at any time, the holders of Common Stock shall be entitled to receive dividends and other distributions (payable in cash, property, or shares of the Corporation's capital stock) when, as, and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor. The Corporation does not currently anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any future dividend decisions will be made by the Board of Directors from time to time in light of conditions then existing, including the Corporation's earnings, financial condition and requirements, business conditions, covenants under any applicable contractual arrangements (including the Corporation's credit facilities), and other factors deemed relevant by the Board of Directors.

(c) *Liquidation.* In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and the full preferential amounts to which the holders of shares of any series of Preferred Stock then outstanding are entitled with respect to the distribution of assets in liquidation, the holders of all outstanding shares of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution to its stockholders in proportion to the number of shares of Common Stock held by each such holder.

(d) *No Preemptive Rights.* No holder of shares of Common Stock shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of capital stock of the Corporation, whether now or hereafter authorized, of any class or series, or any warrants, options, bonds, debentures, or other securities convertible into, exchangeable for, or carrying any right to purchase any such additional shares.

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

(a) The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock, and with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series (which voting powers, if granted, may be full or limited), and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(b) Without limiting the generality of the foregoing, the resolution or resolutions providing for the issuance of each series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (as the same may be amended from time to time, including by any certificate of designation relating to any series of Preferred Stock). Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(c) Except as otherwise expressly provided in any certificate of designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Section 4.3, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of the shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

(d) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, without limitation, the right to determine and fix the following:

(i) the distinctive designation of such series and the number of shares that shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(ii) the rate of dividends payable on shares of such series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;

(iii) whether such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;

(iv) whether such series shall have conversion or exchange privileges, and if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(v) whether or not the shares of such series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in the case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) whether such series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and amount of such sinking fund;

(vii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and

(viii) any other relative powers, preferences, rights, privileges, qualifications, limitations, and restrictions of such series.

Section 4.4 *Dual-Class Sundown Provision.*

(a) The Corporation acknowledges that, immediately prior to the effectiveness of this Certificate of Incorporation, the Corporation had outstanding a separate class of capital stock designated as "Series A Super Voting Common Stock" with enhanced voting rights of ten (10) votes per share (the "Enhanced Voting Shares"), which Enhanced Voting Shares were held exclusively by Pinnacle Vista and the Founders pursuant to the prior Amended and Restated Certificate of Incorporation of the Corporation.

(b) Effective automatically and without any further action on the part of any person upon the Closing of the IPO, each outstanding Enhanced Voting Share shall be automatically converted into one (1) fully paid and nonassessable share of Common Stock, and all enhanced voting rights attributable to such Enhanced Voting Shares shall immediately and irrevocably terminate. From and after the Closing, only a single class of Common Stock with equal voting rights of one (1) vote per share shall be issued and outstanding, and no shares of Enhanced Voting Shares or any other class of capital stock with voting rights in excess of one (1) vote per share shall be issued or outstanding.

(c) Upon such automatic conversion, each certificate formerly representing Enhanced Voting Shares (or, in the case of uncertificated shares, each book-entry notation) shall thereafter be deemed to represent the same number of shares of Common Stock. Holders of Enhanced Voting Shares shall not be required to surrender their certificates (if any) in connection with such automatic conversion, but any such certificates, when presented for transfer, shall be cancelled and replaced with certificates (or book-entry notations) representing shares of Common Stock. The Corporation shall take all actions necessary or desirable to effect such conversion, including making appropriate notations in the stock ledger of the Corporation and instructing its transfer agent to make such adjustments in its records.

(d) From and after the Closing, no shares of Enhanced Voting Shares or any other class or series of capital stock with voting rights in excess of one (1) vote per share on matters submitted generally to a vote of the stockholders shall be authorized or issued by the Corporation, and the authorization for any such class of stock previously set forth in the Corporation's Certificate of Incorporation is hereby eliminated in its entirety.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 *Power of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by statute, this Certificate of Incorporation, or the Bylaws of the Corporation (as may be amended from time to time, the "Bylaws*"), the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and the Bylaws. In furtherance and not in limitation of the foregoing, the Board of Directors is expressly authorized to exercise all powers conferred by the DGCL upon the Board of Directors.

Section 5.2 *Number of Directors.*

(a) The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution of the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Stockholders of the Corporation shall not have the right to fix the number of directors of the Corporation, except as may be provided by the terms of any series of Preferred Stock with respect to directors elected by the holders of such series. The initial number of directors shall be seven (7), and the initial directors of the Corporation shall be: Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, and Richard Estavez.

(b) Pinnacle Vista shall have the right to designate nominees for election to the Board of Directors pursuant to, and in accordance with, the Amended and Restated Stockholders' Agreement, dated as of the date hereof, by and among the Corporation, Pinnacle Vista, and the other stockholders party thereto (as may be amended from time to time, the "Stockholders' Agreement"). The number of directors that Pinnacle Vista is entitled to designate shall be subject to a step-down schedule tied to the percentage of the Corporation's outstanding Common Stock beneficially owned by Pinnacle Vista and its affiliates from time to time, as set forth in the Stockholders' Agreement, which schedule provides, in summary, that:

(i) for so long as Pinnacle Vista and its affiliates beneficially own forty percent (40%) or more of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate three (3) directors;

(ii) for so long as Pinnacle Vista and its affiliates beneficially own at least twenty-five percent (25%) but less than forty percent (40%) of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate two (2) directors;

(iii) for so long as Pinnacle Vista and its affiliates beneficially own at least ten percent (10%) but less than twenty-five percent (25%) of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate one (1) director; and

(iv) at such time as Pinnacle Vista and its affiliates beneficially own less than ten percent (10%) of the outstanding shares of Common Stock, Pinnacle Vista shall have no further director designation rights.

Section 5.3 *Classified Board Structure.*

(a) The Board of Directors shall be divided into three (3) classes, as nearly equal in number as possible, designated as Class I, Class II, and Class III. The Board of Directors may assign members of the Board already in office to such classes at the time such classification becomes effective. The initial assignment of directors to classes shall be made by resolution of the Board of Directors.

(b) The initial term of office of the Class I directors shall expire at the first annual meeting of stockholders of the Corporation following the effectiveness of this Certificate of Incorporation. The initial term of office of the Class II directors shall expire at the second annual meeting of stockholders of the Corporation following the effectiveness of this Certificate of Incorporation. The initial term of office of the Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the effectiveness of this Certificate of Incorporation.

(c) Commencing with the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, directors elected to succeed those directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Each director shall hold office until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal from office in accordance with this Certificate of Incorporation.

(d) In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of such director's current term, or such director's earlier death, resignation, disqualification, or removal from office, and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three (3) classes of directors so as to ensure that no one class has more than one director more than any other class.

Section 5.4 *Removal of Directors.*

(a) Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for Cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

(b) For purposes of this Section 5.4, "Cause" shall mean, with respect to any director, (i) a final, non-appealable conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof, (ii) a final, non-appealable judicial determination that such director engaged in willful misconduct or fraud in the performance of such director's duties to the Corporation, (iii) a final, non-appealable judicial determination that such director committed a material breach of such director's duty of loyalty to the Corporation or its stockholders, or (iv) a final, non-appealable judicial determination that such director engaged in acts or omissions not in good faith that constitute a knowing violation of law.

Section 5.5 *Vacancies.*

(a) Subject to the rights of the holders of any series of Preferred Stock then outstanding and the provisions of the Stockholders' Agreement, any vacancy on the Board of Directors, however occurring, whether by reason of death, resignation, removal, disqualification, an increase in the size of the Board of Directors, or otherwise, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director, and shall not be filled by the stockholders.

(b) Any director elected to fill a vacancy resulting from the death, resignation, or removal of a director shall hold office for the remainder of the full term of the class in which such vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Any director elected to fill a vacancy resulting from an increase in the size of the Board of Directors shall hold office for a term that expires at the next annual meeting of stockholders at which the term of the class to which such director has been assigned expires and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.

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

ARTICLE VI

STOCKHOLDER MATTERS

Section 6.1 *No Action by Written Consent.*

(a) Subject to Section 6.1(b) below, following the Closing of the IPO and at such time as Pinnacle Vista and its affiliates cease to beneficially own a majority of the outstanding shares of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by written consent in lieu of a meeting. Notwithstanding the foregoing, the rights, if any, of the holders of any series of Preferred Stock to take action by written consent shall not be affected by this Section 6.1.

(b) *Transition Provision.* For so long as Pinnacle Vista and its affiliates beneficially own a majority of the outstanding shares of Common Stock, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Section 228 of the DGCL.

Section 6.2 *Special Meetings.*

(a) Subject to the rights of holders of any series of Preferred Stock, and except as otherwise required by applicable law, special meetings of the stockholders of the Corporation may be called only by:

(i) the Chairman of the Board of Directors (initially, Garrett Calloway);

(ii) the Chief Executive Officer of the Corporation;

(iii) the Board of Directors, pursuant to a resolution duly adopted by a majority of the entire Board of Directors then in office; or

(iv) for so long as Pinnacle Vista and its affiliates beneficially own at least twenty-five percent (25%) of the outstanding shares of Common Stock, Pinnacle Vista (upon written request delivered to the Secretary of the Corporation specifying the purpose(s) of such meeting).

(b) Except as provided in the foregoing clause (a), special meetings of stockholders may not be called by any other person or persons, and any power of stockholders to call a special meeting of stockholders is hereby specifically denied. The Board of Directors shall determine the time and place, if any, of each special meeting of stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of the meeting.

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

ARTICLE VII

LIMITATION OF LIABILITY

Section 7.1 *Director Liability Limitation.*

(a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the Delaware General Corporation Law Amendment Act of 2022), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, and for the avoidance of doubt, this provision is intended to eliminate the personal liability of each director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL, except for liability:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, stock purchases, or redemptions); or

(iv) for any transaction from which the director derived an improper personal benefit.

(b) If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

(c) Any amendment, repeal, or modification of this Section 7.1 shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such amendment, repeal, or modification.

Section 7.2 *Officer Exculpation.*

(i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

(iii) for any transaction from which the officer derived an improper personal benefit.

(b) If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of each officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

(c) Any amendment, repeal, or modification of this Section 7.2 shall not adversely affect any right or protection of an officer of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such amendment, repeal, or modification.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 *Right to Indemnification.*

(a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans).

(b) Such indemnification shall cover all expenses (including attorneys' fees), judgments, fines (including ERISA excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.2, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized by the Board of Directors.

(c) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, indemnify any Indemnified Person in connection with a Proceeding initiated by the Corporation against such Indemnified Person, including a counterclaim or crossclaim.

Section 8.2 *Advancement of Expenses.*

(a) The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (the "Undertaking") by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this Article VIII or otherwise.

(b) The Corporation may, in its discretion and upon such terms and conditions as it deems appropriate, pay the expenses (including attorneys' fees) incurred by an employee or agent of the Corporation (who is not a director or officer of the Corporation) in defending any Proceeding in advance of its final disposition, subject to the receipt of a similar Undertaking by or on behalf of such employee or agent.

Section 8.3 *Non-Exclusivity.*

The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any provision of law, this Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, the individual Indemnification Agreements entered into between the Corporation and each of its seven (7) directors, namely Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, and Richard Estavez, and each of its six (6) named executive officers, namely Garrett Calloway, Elaine Briggs, Sandra Haverford, Michael Tsao, Priya Narasimhan, and Derek Whitford), vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

Section 8.4 *Insurance.*

(a) The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans), against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

(b) As of the date hereof, the Corporation maintains a directors' and officers' liability insurance program (the "D&O Program") with aggregate coverage of $50,000,000 structured as follows:

(i) Primary Policy: Meridian National Assurance Company (Policy No. DNO-22-048871), providing $15,000,000 in aggregate coverage;

(ii) Excess Layer 1: Stonebridge Indemnity Corp., providing $20,000,000 in aggregate excess coverage above the primary policy;

(iii) Excess Layer 2: Commonwealth Omnivrel Insurance Ltd., providing $15,000,000 in aggregate excess coverage above the Excess Layer 1 policy;

with a total annual premium of approximately $1,870,000 and arranged through Dravello Place Insurance Advisors LLC, the Corporation's insurance broker. The Board of Directors shall use commercially reasonable efforts to maintain the D&O Program or a substantially equivalent program, in each case at levels and with such carriers as the Board of Directors deems appropriate in its reasonable business judgment.

Section 8.5 *Survival and Amendment.*

(a) The rights conferred by this Article VIII shall continue as to any Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnified Person.

(b) Any amendment, repeal, or modification of this Article VIII by the stockholders or the Board of Directors of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing at the time of such amendment, repeal, or modification with respect to any acts or omissions occurring prior to such amendment, repeal, or modification.

ARTICLE IX

DGCL SECTION 203 — BUSINESS COMBINATIONS

Section 9.1 *Opt-In to Section 203.*

The Corporation shall be governed by Section 203 of the DGCL (the "Business Combination Statute"), which, among other things, generally prohibits certain "business combinations" (as defined in Section 203(c)(3) of the DGCL) between the Corporation and an "interested stockholder" (generally defined as a person who, together with affiliates and associates, owns, or within the three-year period immediately prior thereto did own, 15% or more of the Corporation's outstanding voting stock) for a period of three (3) years following the date on which such person became an interested stockholder, unless: (a) the board of directors of the corporation approved either the business combination or the transaction that resulted in such person becoming an interested stockholder prior to the date such person became an interested stockholder; (b) upon consummation of the transaction that resulted in such person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or (c) the business combination is approved by the board of directors and by the affirmative vote of at least 66⅔% of the outstanding voting stock not owned by the interested stockholder.

Section 9.2 *Exemption for Specified Stockholders.*

Notwithstanding the foregoing Section 9.1, Section 203 of the DGCL shall not apply to any business combination between the Corporation and any of the following persons or entities (collectively, the "Exempted Persons"): (a) Pinnacle Vista Capital Partners III, LP; (b) Pinnacle Vista Capital Management LLC; (c) any direct or indirect affiliate or successor of any of the foregoing; (d) any investment fund or vehicle that is managed, advised, or controlled by any of the foregoing; or (e) any "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of which any Exempted Person is a member; provided that, in the case of clause (e), no other member of such group individually beneficially owns 15% or more of the Corporation's outstanding voting stock.

The foregoing exemption is adopted in recognition of the fact that Pinnacle Vista is the Corporation's pre-IPO majority stockholder, beneficially owning approximately 62% of the Corporation's outstanding Common Stock (on a fully diluted basis) immediately prior to the Closing of the IPO, and the Board of Directors has determined that subjecting Pinnacle Vista and its affiliates to the constraints of Section 203 of the DGCL would unreasonably impair the ability of Pinnacle Vista, as the Corporation's most significant stockholder, to effect or participate in transactions with the Corporation that may be beneficial to all stockholders. Accordingly, this exemption is necessary and advisable to preserve the pre-existing rights of Pinnacle Vista and its affiliates.

ARTICLE X

CORPORATE OPPORTUNITIES

Section 10.1 *Renunciation of Corporate Opportunities.*

(a) To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation, on behalf of itself and its subsidiaries, hereby renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become available to Pinnacle Vista Capital Partners III, LP, Pinnacle Vista Capital Management LLC, or any of their respective direct or indirect partners, members, directors, officers, employees, agents, stockholders, or affiliates (other than any person who is also a director or officer of the Corporation, acting solely in such person's capacity as a director or officer of the Corporation) (each such person or entity, a "Specified Party"). The Corporation acknowledges that the Specified Parties have interests in, and engage in, and may from time to time have interests in or engage in, the same or similar activities or lines of business as those in which the Corporation, directly or indirectly, now engages in or may in the future engage in, including investments in renewable energy generation, energy storage, distributed energy resources, and related infrastructure and technology.

(b) No Specified Party shall have any duty to refrain from (i) engaging, directly or indirectly, in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, (ii) doing business with any potential or actual customer, supplier, or competitor of the Corporation or any of its subsidiaries, or (iii) making investments in competing enterprises.

(c) No Specified Party shall have any obligation to present, communicate, or offer any corporate opportunity to the Corporation or any of its subsidiaries, and no Specified Party shall be liable to the Corporation or its stockholders for breach of any fiduciary or other duty, as a director, officer, or stockholder of the Corporation or otherwise, solely by reason of the fact that such Specified Party pursued or acquired such corporate opportunity for itself, directed such corporate opportunity to another person or entity, or failed to present such corporate opportunity, or information regarding such corporate opportunity, to the Corporation or any of its subsidiaries.

(d) *Exception.* Notwithstanding the foregoing, the Corporation does not renounce any interest or expectancy it may have in any corporate opportunity that is expressly offered to a person who is a director or officer of the Corporation in his or her capacity as such director or officer of the Corporation. For the avoidance of doubt, if a business opportunity is presented to a person who is both a director or officer of the Corporation and a partner, member, director, officer, employee, or affiliate of a Specified Party, and such opportunity is expressly offered to such person in his or her capacity as a director or officer of the Corporation, then the Corporation shall not be deemed to have renounced its interest in such opportunity pursuant to this Section 10.1.

(e) To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.

ARTICLE XI

AMENDMENTS

Section 11.1 *Amendment of Certificate of Incorporation.*

(a) The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

(b) Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal, or adopt any provision inconsistent with Article V (Board of Directors), Article VI (Stockholder Matters), Article VII (Limitation of Liability), Article VIII (Indemnification), Article IX (DGCL Section 203 — Business Combinations), Article X (Corporate Opportunities), this Article XI (Amendments), or Article XII (Exclusive Forum) of this Certificate of Incorporation.

(c) *Transition Provision.* Notwithstanding the foregoing Section 11.1(b), for so long as Pinnacle Vista and its affiliates beneficially own at least a majority of the outstanding shares of Common Stock, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be sufficient to amend, alter, repeal, or adopt any provision of this Certificate of Incorporation (subject to any other vote required by law or the terms of any outstanding series of Preferred Stock).

Section 11.2 *Amendment of Bylaws.*

(a) In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office.

(b) The Bylaws may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend, alter, or repeal the Bylaws by action of the stockholders.

(c) *Transition Provision.* Notwithstanding the foregoing Section 11.2(b), for so long as Pinnacle Vista and its affiliates beneficially own at least a majority of the outstanding shares of Common Stock, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be sufficient to adopt, amend, alter, or repeal the Bylaws by action of the stockholders.

ARTICLE XII

EXCLUSIVE FORUM

Section 12.1 *Delaware Court of Chancery Forum Selection.*

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for each of the following types of actions or proceedings under Delaware statutory or common law:

(a) any derivative action or proceeding brought on behalf of the Corporation;

(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or to the Corporation's stockholders;

(c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation, or the Bylaws of the Corporation (as each may be amended from time to time), including, without limitation, any action to interpret, apply, enforce, or determine the validity of this Certificate of Incorporation or the Bylaws; or

(d) any action asserting a claim governed by the internal affairs doctrine.

Section 12.2 *Federal Forum for Securities Act Claims.*

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). For the avoidance of doubt, this Section 12.2 is intended to benefit the Corporation, its directors, officers, and employees, and shall apply to the fullest extent permitted by law. This provision shall not apply to any claims arising under the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder.

Section 12.3 *Consent to Jurisdiction; Enforcement.*

Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of Section 12.1 or Section 12.2 above is filed in a court other than a court located within the State of Delaware or the federal district courts of the United States of America, as applicable (a "Foreign Action"), the claiming party shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 or Section 12.2, and (b) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party's counsel in the Foreign Action as agent for such claiming party.

ARTICLE XIII

SEVERABILITY

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law: (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render such provision valid, legal, and enforceable while preserving to the fullest extent possible the original intent of such provision and the parties thereto. All other provisions of this Certificate of Incorporation shall continue in full force and effect.

ARTICLE XIV

INCORPORATOR

The name of the original incorporator of the Corporation was Garrett Calloway, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 14, 2014. The powers of the incorporator have terminated upon the filing of the original Certificate of Incorporation and the organization of the Corporation.

\* \* \* \* \*

IN WITNESS WHEREOF, Calloway-Briggs Renewables Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this _ day of ___, 2022.

This Amended and Restated Certificate of Incorporation shall be filed with the Secretary of State of the State of Delaware and shall become effective upon the closing of the initial public offering of shares of Common Stock of Calloway-Briggs Renewables Inc. on the New York Stock Exchange under the proposed ticker symbol "CBRI."

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Sandra Haverford

Title: General Counsel & Corporate Secretary

Date: ________

This document is to be filed with the Secretary of State of the State of Delaware effective upon the closing of the initial public offering of Common Stock of Calloway-Briggs Renewables Inc. on the New York Stock Exchange under proposed ticker symbol "CBRI."

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CALLOWAY-BRIGGS RENEWABLES INC.
(a Delaware corporation)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CALLOWAY-BRIGGS RENEWABLES INC.
Calloway-Briggs Renewables Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST: The name of the corporation is Calloway-Briggs Renewables Inc. (the "Corporation"). The Corporation was originally incorporated under the name "Calloway-Briggs Renewables Inc." and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2014.
SECOND: This Amended and Restated Certificate of Incorporation (this "Certificate of Incorporation") was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. This Amended and Restated Certificate of Incorporation was approved by the Board of Directors of the Corporation (the "Board of Directors" or "Board") and thereafter adopted by the written consent of the stockholders of the Corporation holding more than ninety percent (90%) of the outstanding voting power of the Corporation, including Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), Garrett Calloway, and Elaine Briggs (Mr. Calloway and Ms. Briggs, each a "Founder" and collectively, the "Founders"), in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL, and written notice of such action has been given in accordance with Section 228(e) of the DGCL to those stockholders who did not consent in writing thereto.
THIRD: This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as heretofore amended and restated, including the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 8, 2017, and as further amended by a Certificate of Amendment filed on June 22, 2020.
FOURTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as set forth below, with such amendment and restatement to become effective upon the closing (the "Closing") of the Corporation's initial public offering (the "IPO") of shares of Common Stock (as defined below) of the Corporation.
The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
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ARTICLE I
NAME
The name of the corporation is Calloway-Briggs Renewables Inc.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is Capitol Statutory Services, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office of the Corporation, and may also maintain additional offices for the conduct of the business of the Corporation both within and without the State of Delaware.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance, and not in limitation, of the foregoing, the Corporation shall have all of the powers now or hereafter conferred by the laws of the State of Delaware upon corporations organized under the DGCL, including, without limitation, the power to develop, construct, own, operate, finance, and manage renewable energy generation assets, energy storage systems, and related infrastructure, and to engage in any and all activities incidental or related thereto.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 *Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Five Hundred Fifty Million (550,000,000) shares, consisting of (a) Five Hundred Million (500,000,000) shares of common stock, par value $0.01 per share (the "Common Stock"), and (b) Fifty Million (50,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred Stock*").
Upon the effectiveness of this Certificate of Incorporation (the "Effective Time"), each share of capital stock of the Corporation issued and outstanding immediately prior to the Effective Time shall, automatically and without any further action on the part of the Corporation or the holders thereof, be reclassified as, and shall become, one (1) fully paid and nonassessable share of Common Stock. As of immediately prior to the Closing of the IPO and after giving effect to such reclassification and the conversion of all outstanding convertible securities, there are 100,000,000 shares of Common Stock issued and outstanding on a fully diluted basis. Following the Closing of the IPO (assuming a base offering without exercise of the underwriters' overallotment option), there will be 123,713,636 shares of Common Stock issued and outstanding. Following the Closing of the IPO assuming full exercise of the underwriters' overallotment option, there will be 127,272,727 shares of Common Stock issued and outstanding.
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
Section 4.2 *Common Stock.*
(a) *Voting Rights.* Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder of record on all matters submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by law or by the terms of any series of Preferred Stock, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders.
There shall be no cumulative voting of shares of Common Stock in the election of directors.
For the avoidance of doubt, following the Closing of the IPO, Pinnacle Vista will beneficially own approximately 62,000,000 shares of Common Stock (representing approximately 62% of the fully diluted pre-IPO shares of Common Stock and approximately 50.1% of the post-IPO shares of Common Stock on a base offering basis, or approximately 48.7% assuming full exercise of the overallotment option). Together with shares of Common Stock held by the Founders, Garrett Calloway (holding approximately 15,000,000 shares) and Elaine Briggs (holding approximately 9,000,000 shares), Pinnacle Vista and the Founders will collectively hold a significant voting bloc of the Corporation's outstanding shares of Common Stock following the Closing.
(b) *Dividends.* Subject to the preferences and other rights applicable to shares of Preferred Stock, if any, outstanding at any time, the holders of Common Stock shall be entitled to receive dividends and other distributions (payable in cash, property, or shares of the Corporation's capital stock) when, as, and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor. The Corporation does not currently anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any future dividend decisions will be made by the Board of Directors from time to time in light of conditions then existing, including the Corporation's earnings, financial condition and requirements, business conditions, covenants under any applicable contractual arrangements (including the Corporation's credit facilities), and other factors deemed relevant by the Board of Directors.
(c) *Liquidation.* In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and the full preferential amounts to which the holders of shares of any series of Preferred Stock then outstanding are entitled with respect to the distribution of assets in liquidation, the holders of all outstanding shares of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution to its stockholders in proportion to the number of shares of Common Stock held by each such holder.
(d) *No Preemptive Rights.* No holder of shares of Common Stock shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of capital stock of the Corporation, whether now or hereafter authorized, of any class or series, or any warrants, options, bonds, debentures, or other securities convertible into, exchangeable for, or carrying any right to purchase any such additional shares.
Section 4.3 *Preferred Stock (Blank Check Authorization).*
(a) The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock, and with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series (which voting powers, if granted, may be full or limited), and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
(b) Without limiting the generality of the foregoing, the resolution or resolutions providing for the issuance of each series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (as the same may be amended from time to time, including by any certificate of designation relating to any series of Preferred Stock). Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.
(c) Except as otherwise expressly provided in any certificate of designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Section 4.3, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of the shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.
(d) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, without limitation, the right to determine and fix the following:
(i) the distinctive designation of such series and the number of shares that shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;
(ii) the rate of dividends payable on shares of such series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;
(iii) whether such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;
(iv) whether such series shall have conversion or exchange privileges, and if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;
(v) whether or not the shares of such series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in the case of redemption, which amount may vary under different conditions and at different redemption dates;
(vi) whether such series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and amount of such sinking fund;
(vii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and
(viii) any other relative powers, preferences, rights, privileges, qualifications, limitations, and restrictions of such series.
Section 4.4 *Dual-Class Sundown Provision.*
(a) The Corporation acknowledges that, immediately prior to the effectiveness of this Certificate of Incorporation, the Corporation had outstanding a separate class of capital stock designated as "Series A Super Voting Common Stock" with enhanced voting rights of ten (10) votes per share (the "Enhanced Voting Shares"), which Enhanced Voting Shares were held exclusively by Pinnacle Vista and the Founders pursuant to the prior Amended and Restated Certificate of Incorporation of the Corporation.
(b) Effective automatically and without any further action on the part of any person upon the Closing of the IPO, each outstanding Enhanced Voting Share shall be automatically converted into one (1) fully paid and nonassessable share of Common Stock, and all enhanced voting rights attributable to such Enhanced Voting Shares shall immediately and irrevocably terminate. From and after the Closing, only a single class of Common Stock with equal voting rights of one (1) vote per share shall be issued and outstanding, and no shares of Enhanced Voting Shares or any other class of capital stock with voting rights in excess of one (1) vote per share shall be issued or outstanding.
(c) Upon such automatic conversion, each certificate formerly representing Enhanced Voting Shares (or, in the case of uncertificated shares, each book-entry notation) shall thereafter be deemed to represent the same number of shares of Common Stock. Holders of Enhanced Voting Shares shall not be required to surrender their certificates (if any) in connection with such automatic conversion, but any such certificates, when presented for transfer, shall be cancelled and replaced with certificates (or book-entry notations) representing shares of Common Stock. The Corporation shall take all actions necessary or desirable to effect such conversion, including making appropriate notations in the stock ledger of the Corporation and instructing its transfer agent to make such adjustments in its records.
(d) From and after the Closing, no shares of Enhanced Voting Shares or any other class or series of capital stock with voting rights in excess of one (1) vote per share on matters submitted generally to a vote of the stockholders shall be authorized or issued by the Corporation, and the authorization for any such class of stock previously set forth in the Corporation's Certificate of Incorporation is hereby eliminated in its entirety.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 *Power of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by statute, this Certificate of Incorporation, or the Bylaws of the Corporation (as may be amended from time to time, the "Bylaws*"), the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and the Bylaws. In furtherance and not in limitation of the foregoing, the Board of Directors is expressly authorized to exercise all powers conferred by the DGCL upon the Board of Directors.
Section 5.2 *Number of Directors.*
(a) The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution of the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Stockholders of the Corporation shall not have the right to fix the number of directors of the Corporation, except as may be provided by the terms of any series of Preferred Stock with respect to directors elected by the holders of such series. The initial number of directors shall be seven (7), and the initial directors of the Corporation shall be: Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, and Richard Estavez.
(b) Pinnacle Vista shall have the right to designate nominees for election to the Board of Directors pursuant to, and in accordance with, the Amended and Restated Stockholders' Agreement, dated as of the date hereof, by and among the Corporation, Pinnacle Vista, and the other stockholders party thereto (as may be amended from time to time, the "Stockholders' Agreement"). The number of directors that Pinnacle Vista is entitled to designate shall be subject to a step-down schedule tied to the percentage of the Corporation's outstanding Common Stock beneficially owned by Pinnacle Vista and its affiliates from time to time, as set forth in the Stockholders' Agreement, which schedule provides, in summary, that:
(i) for so long as Pinnacle Vista and its affiliates beneficially own forty percent (40%) or more of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate three (3) directors;
(ii) for so long as Pinnacle Vista and its affiliates beneficially own at least twenty-five percent (25%) but less than forty percent (40%) of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate two (2) directors;
(iii) for so long as Pinnacle Vista and its affiliates beneficially own at least ten percent (10%) but less than twenty-five percent (25%) of the outstanding shares of Common Stock, Pinnacle Vista shall be entitled to designate one (1) director; and
(iv) at such time as Pinnacle Vista and its affiliates beneficially own less than ten percent (10%) of the outstanding shares of Common Stock, Pinnacle Vista shall have no further director designation rights.
Section 5.3 *Classified Board Structure.*
(a) The Board of Directors shall be divided into three (3) classes, as nearly equal in number as possible, designated as Class I, Class II, and Class III. The Board of Directors may assign members of the Board already in office to such classes at the time such classification becomes effective. The initial assignment of directors to classes shall be made by resolution of the Board of Directors.
(b) The initial term of office of the Class I directors shall expire at the first annual meeting of stockholders of the Corporation following the effectiveness of this Certificate of Incorporation. The initial term of office of the Class II directors shall expire at the second annual meeting of stockholders of the Corporation following the effectiveness of this Certificate of Incorporation. The initial term of office of the Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the effectiveness of this Certificate of Incorporation.
(c) Commencing with the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, directors elected to succeed those directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Each director shall hold office until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal from office in accordance with this Certificate of Incorporation.
(d) In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of such director's current term, or such director's earlier death, resignation, disqualification, or removal from office, and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three (3) classes of directors so as to ensure that no one class has more than one director more than any other class.
Section 5.4 *Removal of Directors.*
(a) Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for Cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
(b) For purposes of this Section 5.4, "Cause" shall mean, with respect to any director, (i) a final, non-appealable conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof, (ii) a final, non-appealable judicial determination that such director engaged in willful misconduct or fraud in the performance of such director's duties to the Corporation, (iii) a final, non-appealable judicial determination that such director committed a material breach of such director's duty of loyalty to the Corporation or its stockholders, or (iv) a final, non-appealable judicial determination that such director engaged in acts or omissions not in good faith that constitute a knowing violation of law.
Section 5.5 *Vacancies.*
(a) Subject to the rights of the holders of any series of Preferred Stock then outstanding and the provisions of the Stockholders' Agreement, any vacancy on the Board of Directors, however occurring, whether by reason of death, resignation, removal, disqualification, an increase in the size of the Board of Directors, or otherwise, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director, and shall not be filled by the stockholders.
(b) Any director elected to fill a vacancy resulting from the death, resignation, or removal of a director shall hold office for the remainder of the full term of the class in which such vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Any director elected to fill a vacancy resulting from an increase in the size of the Board of Directors shall hold office for a term that expires at the next annual meeting of stockholders at which the term of the class to which such director has been assigned expires and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.
Section 5.6 *Written Ballot.* Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.
ARTICLE VI
STOCKHOLDER MATTERS
Section 6.1 *No Action by Written Consent.*
(a) Subject to Section 6.1(b) below, following the Closing of the IPO and at such time as Pinnacle Vista and its affiliates cease to beneficially own a majority of the outstanding shares of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by written consent in lieu of a meeting. Notwithstanding the foregoing, the rights, if any, of the holders of any series of Preferred Stock to take action by written consent shall not be affected by this Section 6.1.
(b) *Transition Provision.* For so long as Pinnacle Vista and its affiliates beneficially own a majority of the outstanding shares of Common Stock, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Section 228 of the DGCL.
Section 6.2 *Special Meetings.*
(a) Subject to the rights of holders of any series of Preferred Stock, and except as otherwise required by applicable law, special meetings of the stockholders of the Corporation may be called only by:
(i) the Chairman of the Board of Directors (initially, Garrett Calloway);
(ii) the Chief Executive Officer of the Corporation;
(iii) the Board of Directors, pursuant to a resolution duly adopted by a majority of the entire Board of Directors then in office; or
(iv) for so long as Pinnacle Vista and its affiliates beneficially own at least twenty-five percent (25%) of the outstanding shares of Common Stock, Pinnacle Vista (upon written request delivered to the Secretary of the Corporation specifying the purpose(s) of such meeting).
(b) Except as provided in the foregoing clause (a), special meetings of stockholders may not be called by any other person or persons, and any power of stockholders to call a special meeting of stockholders is hereby specifically denied. The Board of Directors shall determine the time and place, if any, of each special meeting of stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of the meeting.
Section 6.3 *No Cumulative Voting.* No stockholder of the Corporation shall be entitled to cumulate votes in the election of directors of the Corporation.
ARTICLE VII
LIMITATION OF LIABILITY
Section 7.1 *Director Liability Limitation.*
(a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the Delaware General Corporation Law Amendment Act of 2022), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, and for the avoidance of doubt, this provision is intended to eliminate the personal liability of each director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL, except for liability:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, stock purchases, or redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
(b) If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
(c) Any amendment, repeal, or modification of this Section 7.1 shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such amendment, repeal, or modification.
Section 7.2 *Officer Exculpation.*
(a) To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the Delaware General Corporation Law Amendment Act of 2022), no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability:
(i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii) for any transaction from which the officer derived an improper personal benefit.
(b) If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of each officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
(c) Any amendment, repeal, or modification of this Section 7.2 shall not adversely affect any right or protection of an officer of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such amendment, repeal, or modification.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 *Right to Indemnification.*
(a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans).
(b) Such indemnification shall cover all expenses (including attorneys' fees), judgments, fines (including ERISA excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.2, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized by the Board of Directors.
(c) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, indemnify any Indemnified Person in connection with a Proceeding initiated by the Corporation against such Indemnified Person, including a counterclaim or crossclaim.
Section 8.2 *Advancement of Expenses.*
(a) The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (the "Undertaking") by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this Article VIII or otherwise.
(b) The Corporation may, in its discretion and upon such terms and conditions as it deems appropriate, pay the expenses (including attorneys' fees) incurred by an employee or agent of the Corporation (who is not a director or officer of the Corporation) in defending any Proceeding in advance of its final disposition, subject to the receipt of a similar Undertaking by or on behalf of such employee or agent.
Section 8.3 *Non-Exclusivity.*
The rights to indemnification and advancement of expenses conferred by this Article VIII shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any provision of law, this Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, the individual Indemnification Agreements entered into between the Corporation and each of its seven (7) directors, namely Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, and Richard Estavez, and each of its six (6) named executive officers, namely Garrett Calloway, Elaine Briggs, Sandra Haverford, Michael Tsao, Priya Narasimhan, and Derek Whitford), vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
Section 8.4 *Insurance.*
(a) The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans), against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
(b) As of the date hereof, the Corporation maintains a directors' and officers' liability insurance program (the "D&O Program") with aggregate coverage of $50,000,000 structured as follows:
(i) Primary Policy: Meridian National Assurance Company (Policy No. DNO-22-048871), providing $15,000,000 in aggregate coverage;
(ii) Excess Layer 1: Stonebridge Indemnity Corp., providing $20,000,000 in aggregate excess coverage above the primary policy;
(iii) Excess Layer 2: Commonwealth Omnivrel Insurance Ltd., providing $15,000,000 in aggregate excess coverage above the Excess Layer 1 policy;
with a total annual premium of approximately $1,870,000 and arranged through Dravello Place Insurance Advisors LLC, the Corporation's insurance broker. The Board of Directors shall use commercially reasonable efforts to maintain the D&O Program or a substantially equivalent program, in each case at levels and with such carriers as the Board of Directors deems appropriate in its reasonable business judgment.
Section 8.5 *Survival and Amendment.*
(a) The rights conferred by this Article VIII shall continue as to any Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such Indemnified Person.
(b) Any amendment, repeal, or modification of this Article VIII by the stockholders or the Board of Directors of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing at the time of such amendment, repeal, or modification with respect to any acts or omissions occurring prior to such amendment, repeal, or modification.
ARTICLE IX
DGCL SECTION 203 — BUSINESS COMBINATIONS
Section 9.1 *Opt-In to Section 203.*
The Corporation shall be governed by Section 203 of the DGCL (the "Business Combination Statute"), which, among other things, generally prohibits certain "business combinations" (as defined in Section 203(c)(3) of the DGCL) between the Corporation and an "interested stockholder" (generally defined as a person who, together with affiliates and associates, owns, or within the three-year period immediately prior thereto did own, 15% or more of the Corporation's outstanding voting stock) for a period of three (3) years following the date on which such person became an interested stockholder, unless: (a) the board of directors of the corporation approved either the business combination or the transaction that resulted in such person becoming an interested stockholder prior to the date such person became an interested stockholder; (b) upon consummation of the transaction that resulted in such person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or (c) the business combination is approved by the board of directors and by the affirmative vote of at least 66⅔% of the outstanding voting stock not owned by the interested stockholder.
Section 9.2 *Exemption for Specified Stockholders.*
Notwithstanding the foregoing Section 9.1, Section 203 of the DGCL shall not apply to any business combination between the Corporation and any of the following persons or entities (collectively, the "Exempted Persons"): (a) Pinnacle Vista Capital Partners III, LP; (b) Pinnacle Vista Capital Management LLC; (c) any direct or indirect affiliate or successor of any of the foregoing; (d) any investment fund or vehicle that is managed, advised, or controlled by any of the foregoing; or (e) any "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of which any Exempted Person is a member; provided that, in the case of clause (e), no other member of such group individually beneficially owns 15% or more of the Corporation's outstanding voting stock.
The foregoing exemption is adopted in recognition of the fact that Pinnacle Vista is the Corporation's pre-IPO majority stockholder, beneficially owning approximately 62% of the Corporation's outstanding Common Stock (on a fully diluted basis) immediately prior to the Closing of the IPO, and the Board of Directors has determined that subjecting Pinnacle Vista and its affiliates to the constraints of Section 203 of the DGCL would unreasonably impair the ability of Pinnacle Vista, as the Corporation's most significant stockholder, to effect or participate in transactions with the Corporation that may be beneficial to all stockholders. Accordingly, this exemption is necessary and advisable to preserve the pre-existing rights of Pinnacle Vista and its affiliates.
ARTICLE X
CORPORATE OPPORTUNITIES
Section 10.1 *Renunciation of Corporate Opportunities.*
(a) To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation, on behalf of itself and its subsidiaries, hereby renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become available to Pinnacle Vista Capital Partners III, LP, Pinnacle Vista Capital Management LLC, or any of their respective direct or indirect partners, members, directors, officers, employees, agents, stockholders, or affiliates (other than any person who is also a director or officer of the Corporation, acting solely in such person's capacity as a director or officer of the Corporation) (each such person or entity, a "Specified Party"). The Corporation acknowledges that the Specified Parties have interests in, and engage in, and may from time to time have interests in or engage in, the same or similar activities or lines of business as those in which the Corporation, directly or indirectly, now engages in or may in the future engage in, including investments in renewable energy generation, energy storage, distributed energy resources, and related infrastructure and technology.
(b) No Specified Party shall have any duty to refrain from (i) engaging, directly or indirectly, in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, (ii) doing business with any potential or actual customer, supplier, or competitor of the Corporation or any of its subsidiaries, or (iii) making investments in competing enterprises.
(c) No Specified Party shall have any obligation to present, communicate, or offer any corporate opportunity to the Corporation or any of its subsidiaries, and no Specified Party shall be liable to the Corporation or its stockholders for breach of any fiduciary or other duty, as a director, officer, or stockholder of the Corporation or otherwise, solely by reason of the fact that such Specified Party pursued or acquired such corporate opportunity for itself, directed such corporate opportunity to another person or entity, or failed to present such corporate opportunity, or information regarding such corporate opportunity, to the Corporation or any of its subsidiaries.
(d) *Exception.* Notwithstanding the foregoing, the Corporation does not renounce any interest or expectancy it may have in any corporate opportunity that is expressly offered to a person who is a director or officer of the Corporation in his or her capacity as such director or officer of the Corporation. For the avoidance of doubt, if a business opportunity is presented to a person who is both a director or officer of the Corporation and a partner, member, director, officer, employee, or affiliate of a Specified Party, and such opportunity is expressly offered to such person in his or her capacity as a director or officer of the Corporation, then the Corporation shall not be deemed to have renounced its interest in such opportunity pursuant to this Section 10.1.
(e) To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.
ARTICLE XI
AMENDMENTS
Section 11.1 *Amendment of Certificate of Incorporation.*
(a) The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
(b) Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal, or adopt any provision inconsistent with Article V (Board of Directors), Article VI (Stockholder Matters), Article VII (Limitation of Liability), Article VIII (Indemnification), Article IX (DGCL Section 203 — Business Combinations), Article X (Corporate Opportunities), this Article XI (Amendments), or Article XII (Exclusive Forum) of this Certificate of Incorporation.
(c) *Transition Provision.* Notwithstanding the foregoing Section 11.1(b), for so long as Pinnacle Vista and its affiliates beneficially own at least a majority of the outstanding shares of Common Stock, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be sufficient to amend, alter, repeal, or adopt any provision of this Certificate of Incorporation (subject to any other vote required by law or the terms of any outstanding series of Preferred Stock).
Section 11.2 *Amendment of Bylaws.*
(a) In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office.
(b) The Bylaws may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend, alter, or repeal the Bylaws by action of the stockholders.
(c) *Transition Provision.* Notwithstanding the foregoing Section 11.2(b), for so long as Pinnacle Vista and its affiliates beneficially own at least a majority of the outstanding shares of Common Stock, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be sufficient to adopt, amend, alter, or repeal the Bylaws by action of the stockholders.
ARTICLE XII
EXCLUSIVE FORUM
Section 12.1 *Delaware Court of Chancery Forum Selection.*
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for each of the following types of actions or proceedings under Delaware statutory or common law:
(a) any derivative action or proceeding brought on behalf of the Corporation;
(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or to the Corporation's stockholders;
(c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation, or the Bylaws of the Corporation (as each may be amended from time to time), including, without limitation, any action to interpret, apply, enforce, or determine the validity of this Certificate of Incorporation or the Bylaws; or
(d) any action asserting a claim governed by the internal affairs doctrine.
Section 12.2 *Federal Forum for Securities Act Claims.*
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). For the avoidance of doubt, this Section 12.2 is intended to benefit the Corporation, its directors, officers, and employees, and shall apply to the fullest extent permitted by law. This provision shall not apply to any claims arising under the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder.
Section 12.3 *Consent to Jurisdiction; Enforcement.*
Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of Section 12.1 or Section 12.2 above is filed in a court other than a court located within the State of Delaware or the federal district courts of the United States of America, as applicable (a "Foreign Action"), the claiming party shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 or Section 12.2, and (b) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party's counsel in the Foreign Action as agent for such claiming party.
ARTICLE XIII
SEVERABILITY
If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law: (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render such provision valid, legal, and enforceable while preserving to the fullest extent possible the original intent of such provision and the parties thereto. All other provisions of this Certificate of Incorporation shall continue in full force and effect.
ARTICLE XIV
INCORPORATOR
The name of the original incorporator of the Corporation was Garrett Calloway, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 14, 2014. The powers of the incorporator have terminated upon the filing of the original Certificate of Incorporation and the organization of the Corporation.
\* \* \* \* \*
IN WITNESS WHEREOF, Calloway-Briggs Renewables Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this _ day of ___, 2022.
This Amended and Restated Certificate of Incorporation shall be filed with the Secretary of State of the State of Delaware and shall become effective upon the closing of the initial public offering of shares of Common Stock of Calloway-Briggs Renewables Inc. on the New York Stock Exchange under the proposed ticker symbol "CBRI."
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Sandra Haverford
Title: General Counsel & Corporate Secretary
Date: ________
This document is to be filed with the Secretary of State of the State of Delaware effective upon the closing of the initial public offering of Common Stock of Calloway-Briggs Renewables Inc. on the New York Stock Exchange under proposed ticker symbol "CBRI."

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CALLOWAY-BRIGGS RENEWABLES INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CALLOWAY-BRIGGS RENEWABLES INC.

ARTICLE I

ARTICLE II

REGISTERED OFFICE AND AGENT

ARTICLE III

PURPOSE

ARTICLE IV

AUTHORIZED CAPITAL STOCK

ARTICLE V

BOARD OF DIRECTORS

ARTICLE VI

STOCKHOLDER MATTERS

ARTICLE VII

LIMITATION OF LIABILITY

ARTICLE VIII

INDEMNIFICATION

ARTICLE IX

ARTICLE X

CORPORATE OPPORTUNITIES

ARTICLE XI

AMENDMENTS

ARTICLE XII

EXCLUSIVE FORUM

ARTICLE XIII

SEVERABILITY

ARTICLE XIV

INCORPORATOR

CALLOWAY-BRIGGS RENEWABLES INC.

Record

Parties

Dates

Amounts