1015-00001 · Graymont Brothers Inc · Corporate Governance

board-resolutions-bylaws-approval.docx DOCUMENT Capital Markets

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.

Approval and Adoption of Amended and Restated Bylaws

Adopted by Unanimous Written Consent in Lieu of a Special Meeting Effective as of ___, 2022

The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company" or "CBR"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and the existing bylaws of the Company, and in lieu of a special meeting duly called and held, hereby adopt the following resolutions by unanimous written consent. These resolutions shall have the same force and effect as if adopted at a meeting of the Board duly called and held, at which all members of the Board were present and voted in favor thereof.

The Company is a corporation duly incorporated and existing under the laws of the State of Delaware, with Employer Identification Number 83-4027615. The Company's registered agent is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.

RECITALS

WHEREAS, the Company is a Delaware corporation engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic power generation facilities, onshore wind energy projects, and battery energy storage systems across the United States and select international markets. The Company was founded in 2014 by Garrett Calloway and Elaine Briggs and has grown to become a significant participant in the renewable energy infrastructure sector, with a development pipeline exceeding 12 gigawatts and an operating portfolio of approximately 3.5 gigawatts of contracted capacity. As of the date hereof, the Company's equity capitalization is held approximately 62% by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), approximately 24% by the co-founders and members of senior management, and approximately 14% by earlier-stage investors, former employees, and participants in the Company's equity incentive plans (collectively, the "Pre-IPO Equity Structure");

WHEREAS, the Company proposes to conduct an initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." The IPO is expected to have an aggregate offering size of approximately $600,000,000 (inclusive of the underwriters' overallotment option), at an assumed midpoint offering price of $22.00 per share. Prior to the consummation of the IPO and after giving effect to a reclassification of the Company's outstanding equity interests, the Company will have approximately 100,000,000 shares of Common Stock outstanding on a fully diluted basis. The Company has confidentially submitted a draft registration statement on Form S-1 (the "Registration Statement") to the United States Securities and Exchange Commission (the "SEC") pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and anticipates publicly filing such Registration Statement in connection with the IPO process;

WHEREAS, Calderwood & Harkness LLP ("Calderwood & Harkness" or "Company Counsel") serves as the Company's legal counsel in connection with the IPO and the transactions contemplated thereby, with Jennifer Kwon serving as Responsible Partner and Theodore Langston serving as Billing Partner. Hargrove Keating & Co. ("Hargrove Keating") serves as the lead-left book-running manager for the IPO, together with Linden Pratt Securities LLC ("Linden Pratt") and Graymont Brothers Inc. ("Graymont Brothers") as joint book-running managers, and Barfield Stuart & Co. ("Barfield Stuart") and Crane Whitley Capital LLC ("Crane Whitley") as co-managers (collectively, the "Underwriters"). Prescott, Danforth & Yee LLP ("Prescott Danforth") serves as counsel to the Underwriters in connection with the IPO;

WHEREAS, the Board has determined that, in connection with the IPO and the Company's transition from a privately held corporation to a publicly traded company subject to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the SEC, and the listing standards of the NYSE, it is advisable and in the best interests of the Company and its stockholders to amend and restate the Company's existing bylaws (the "Existing Bylaws") in their entirety to adopt amended and restated bylaws (the "Amended and Restated Bylaws" or the "A&R Bylaws") that incorporate provisions customary and appropriate for a publicly traded company. The A&R Bylaws will replace the Existing Bylaws and become effective upon the closing of the IPO. The A&R Bylaws have been prepared with the advice and assistance of Calderwood & Harkness and have been reviewed in detail by the members of the Board and their respective advisors;

WHEREAS, the A&R Bylaws incorporate provisions appropriate for a publicly traded company listed on the NYSE, including, without limitation:

(i) advance-notice provisions establishing detailed procedural requirements for stockholder proposals of business and stockholder nominations of directors at annual and special meetings of stockholders, including specified timing windows, information and disclosure requirements, update and supplement obligations, and compliance procedures designed to promote orderly and transparent stockholder engagement;

(ii) an exclusive forum selection clause designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain intra-corporate disputes, including derivative actions, claims of breach of fiduciary duty, claims arising under the DGCL, the A&R Charter, or the A&R Bylaws, and claims governed by the internal affairs doctrine, with a complementary provision designating the federal district courts of the United States as the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act");

(iii) committee structure provisions establishing the framework for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board, including provisions for committee composition, authority, delegation, and the adoption and amendment of committee charters;

(iv) updated quorum, voting, and meeting procedures for both stockholder meetings and Board meetings, including provisions for meetings by electronic means, action by written consent (to the extent permitted by the A&R Charter), and the establishment of record dates;

(v) indemnification and advancement-of-expenses provisions for directors and officers of the Company consistent with the maximum protections permitted by the DGCL, including mandatory advancement of expenses upon delivery of an undertaking by the indemnitee, and provisions designed to complement the form of Indemnification Agreement entered into between the Company and each of its directors and executive officers;

(vi) provisions regarding the appointment, duties, authorities, and removal of officers of the Company, including the Chairman of the Board and Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel and Corporate Secretary, the Chief Operating Officer, Senior Vice Presidents, and such other officers as the Board may from time to time determine to appoint;

(vii) record-date provisions for the determination of stockholders entitled to notice of or to vote at meetings of stockholders and for the payment of dividends or other distributions;

(viii) stock certificate and uncertificated share provisions consistent with the Company's eligibility for book-entry settlement through The Depository Trust Company ("DTC"), with Continental Shareowner Services, Inc. ("Continental") serving as transfer agent and registrar; and

(ix) provisions regarding the amendment, alteration, or repeal of the A&R Bylaws by the Board or by the stockholders, in each case in accordance with the A&R Charter and the DGCL;

WHEREAS, the A&R Bylaws are designed to be consistent with and complementary to the Amended and Restated Certificate of Incorporation of the Company (the "A&R Charter"), which has been separately approved by the Board and recommended for adoption by the stockholders of the Company prior to the consummation of the IPO. The A&R Charter provides for, among other things, a classified board structure dividing the Board into three classes with staggered three-year terms, an analysis and determination with respect to the applicability of Section 203 of the DGCL (the "business combination statute"), the authorization of preferred stock, the elimination of cumulative voting, and certain supermajority voting requirements for specified amendments to the A&R Charter. The A&R Bylaws implement the procedural mechanisms, operational provisions, and governance frameworks consistent with and necessary to effectuate the charter-level provisions set forth in the A&R Charter; and

WHEREAS, the Board currently consists of the following seven (7) members, each of whom is participating in the adoption of these resolutions:

(1) Garrett Calloway — Co-Founder, Chairman of the Board and Chief Executive Officer (non-independent; management director);

(2) Elaine Briggs — Co-Founder and President, Development (non-independent; management director);

(3) Hugh Pemberton — Director (non-independent; designee of Pinnacle Vista Capital Partners III, LP);

(4) Diane Kovac — Director (non-independent; designee of Pinnacle Vista Capital Partners III, LP);

(5) Warren Okoro — Independent Director;

(6) Catherine Liang — Independent Director; and

(7) Richard Estavez — Independent Director.

The Board notes that upon the closing of the IPO, the Board will maintain the committee structure established in separate resolutions adopted by the Board in connection with the IPO, and each such committee will operate under a written charter adopted by the Board and consistent with NYSE listing standards and applicable SEC rules and regulations.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Calloway-Briggs Renewables Inc. hereby adopts the following resolutions:

Resolution 1 — Approval and Adoption of Amended and Restated Bylaws

RESOLVED, that the Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. in substantially the form attached hereto as Exhibit A are hereby approved and adopted by the Board of Directors, with such changes thereto as may be approved by any Authorized Officer (as defined in Resolution 6 below), acting individually, such approval to be conclusively evidenced by the execution and delivery of the A&R Bylaws by such Authorized Officer. The A&R Bylaws shall become effective immediately upon the closing of the IPO, as more fully described in Resolution 2 below, and upon such effectiveness shall replace and supersede the Existing Bylaws of the Company in their entirety, so that from and after the effective time, the bylaws of the Company shall be the A&R Bylaws and no other.

Resolution 2 — Effective Date

RESOLVED, that the A&R Bylaws shall become effective upon the closing of the IPO (the "IPO Closing"), which shall be the date on which the shares of Common Stock offered in the IPO are delivered to and paid for by the Underwriters pursuant to the terms of the underwriting agreement (the "Underwriting Agreement") to be entered into among the Company, Pinnacle Vista Capital Partners III, LP (as selling stockholder), and the several Underwriters named therein, with Hargrove Keating & Co. acting as representative of the several Underwriters.

RESOLVED FURTHER, that in the event that the IPO does not close for any reason, including, without limitation, the withdrawal or abandonment of the Registration Statement, the termination of the Underwriting Agreement, or any other circumstances resulting in the IPO not being consummated, the A&R Bylaws shall not become effective, and the Existing Bylaws shall remain in full force and effect as the bylaws of the Company without modification or amendment.

Resolution 3 — Key Provisions Acknowledged by the Board

RESOLVED, that the Board of Directors hereby acknowledges that it has reviewed the following key provisions of the A&R Bylaws in detail, with the benefit of advice from Calderwood & Harkness, and determines each such provision to be advisable and in the best interests of the Company and its stockholders:

(a) Advance-Notice Provisions. The A&R Bylaws include detailed advance-notice and procedural requirements for (i) stockholder nominations of persons for election to the Board of Directors and (ii) stockholder proposals of other business to be brought before annual and special meetings of stockholders. These advance-notice provisions establish timing windows requiring notice to be delivered to the Corporate Secretary of the Company not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year's annual meeting (with adjustments for the first annual meeting following the IPO and for annual meetings scheduled more than 30 days before or more than 70 days after such anniversary). The provisions set forth comprehensive information requirements, including information regarding the nominating or proposing stockholder, beneficial ownership of Company securities, derivative positions, short interests, voting arrangements, and other material relationships with the Company, as well as detailed information regarding each proposed nominee or item of business. The advance-notice provisions also include update and supplement obligations requiring timely correction and supplementation of previously provided information as of specified dates, and compliance procedures under which the chairman of the meeting shall have the authority to determine that a nomination or proposal was not made in accordance with the applicable requirements and to declare such nomination or proposal out of order.

(b) Exclusive Forum Selection. The A&R Bylaws provide that, unless the Company 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 federal district court for the District of Delaware) shall be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Company;

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

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, the A&R Charter, or the A&R Bylaws (as each may be amended from time to time); and

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

In addition, the A&R Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall 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 Board acknowledges that this federal forum selection provision is intended to apply to claims arising under the Securities Act and is included in light of developments in Delaware law permitting such provisions. The Board further acknowledges that this provision shall not apply to claims arising under the Securities Exchange Act of 1934, as amended, for which the federal courts have exclusive jurisdiction.

(c) Board and Committee Structure. The A&R Bylaws include provisions establishing the framework for the creation, composition, and authority of committees of the Board of Directors, including standing committees and special committees. The A&R Bylaws authorize the Board to establish such committees as it deems appropriate and to delegate to such committees the powers and authority of the Board to the fullest extent permitted by the DGCL, subject to the limitations set forth in the A&R Bylaws and applicable law. Each committee shall operate under a written charter adopted by the Board, which charter shall set forth the committee's purpose, composition requirements, authority, responsibilities, and meeting and reporting procedures.

Upon the closing of the IPO, the Board intends to maintain the following standing committee structure, the members of which have been designated in separate resolutions:

Audit Committee: Warren Okoro (Chair, designated as audit committee financial expert within the meaning of the rules and regulations of the SEC), Catherine Liang, and Richard Estavez. Each member of the Audit Committee has been determined by the Board to be independent within the meaning of the NYSE listing standards and Rule 10A-3 under the Exchange Act.

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

Nominating and Corporate Governance Committee: Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton. The Board notes that Hugh Pemberton, as a designee of Pinnacle Vista, does not qualify as an independent director under NYSE listing standards; however, the Board has determined to rely on the controlled company exemption under Section 303A of the NYSE Listed Company Manual with respect to the composition of the Nominating and Corporate Governance Committee during the applicable transition period following the IPO.

(d) Indemnification and Advancement. The A&R Bylaws provide for the broad indemnification of directors and officers of the Company, and any person who is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment). The indemnification provisions cover all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative.

The A&R Bylaws further provide for the mandatory advancement of expenses incurred by any director or officer in defending any such action, suit, or proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized by the A&R Bylaws or the DGCL.

The Board acknowledges that these indemnification and advancement provisions are consistent with the form of Indemnification Agreement (the "Indemnification Agreement") that has been entered into (or will be entered into prior to the IPO Closing) between the Company and each of its directors and executive officers. Specifically, all seven (7) directors of the Company and the following six (6) named executive officers have executed or will execute individual Indemnification Agreements: Marcus Yoon (Chief Financial Officer), Sandra Haverford (General Counsel and Corporate Secretary), Dale Renfroe (Chief Operating Officer), Priya Anand (Senior Vice President, Engineering & Construction), Tomás Quintero (Senior Vice President, Origination & Commercial), and Rachel Whitmore (Senior Vice President, Project Finance). The rights to indemnification and advancement provided in the A&R Bylaws are not exclusive of any other rights to which any person may be entitled under any statute, provision of the A&R Charter, agreement, vote of stockholders or disinterested directors, or otherwise.

(e) Officers. The A&R Bylaws include provisions for the appointment, duties, authorities, and removal of officers of the Company. The officers of the Company shall consist of a Chairman of the Board and Chief Executive Officer, a President, a Chief Financial Officer, a General Counsel and Corporate Secretary, a Chief Operating Officer, one or more Senior Vice Presidents, and such other officers as the Board may from time to time determine to appoint. Officers shall be appointed by the Board and shall hold office at the pleasure of the Board, subject to the terms of any applicable employment agreement. Any officer may be removed by the Board at any time, with or without cause, and any vacancy occurring in any office may be filled by the Board.

The Board hereby confirms that Sandra Haverford, in her capacity as General Counsel and Corporate Secretary of the Company, shall serve as the officer responsible for the execution of certifications, attestations, and maintenance of corporate records on behalf of the Company, including the certification of the A&R Bylaws and the maintenance of the Company's minute books and stockholder records.

(f) Stock and Transfer Provisions. The A&R Bylaws include provisions governing the issuance, form, and transfer of shares of the Company's capital stock. Shares of capital stock may be represented by certificates or may be uncertificated, as determined by the Board. The Company has engaged Continental Shareowner Services, Inc. as its transfer agent and registrar for the Common Stock. The A&R Bylaws include provisions to ensure compliance with DTC eligibility requirements for book-entry transfer of shares, including the maintenance of a direct registration system and the cooperation of the transfer agent with DTC and its participants. Lost, destroyed, or mutilated certificates may be replaced upon such terms and conditions as the Board or any officer authorized by the Board may prescribe, including requirements for indemnity bonds or other security.

(g) Amendments. The A&R Bylaws provide that the A&R Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board, or by action of the Board by unanimous written consent, in each case subject to any limitations set forth in the A&R Charter or the DGCL. In addition, the A&R Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by the affirmative vote of stockholders holding not less than the percentage of the outstanding voting stock of the Company specified in the A&R Charter (which, under the A&R Charter, requires the affirmative vote of the holders of at least 66⅔% of the outstanding voting stock for certain specified provisions), at any annual or special meeting of stockholders, provided that notice of the proposed amendment, alteration, or repeal is contained in the notice of such meeting.

Resolution 4 — Consistency with A&R Charter and Stockholders' Agreement

RESOLVED, that the Board of Directors hereby confirms that the A&R Bylaws, as approved and adopted pursuant to these resolutions, have been reviewed for consistency with (i) the Amended and Restated Certificate of Incorporation of the Company (the "A&R Charter"), which has been separately approved by the Board and recommended for adoption by the stockholders, and (ii) the Amended and Restated Stockholders' Agreement, dated as of the date of the IPO Closing, among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs (the "Stockholders' Agreement"). The Board has confirmed that the A&R Bylaws are consistent with and complementary to both the A&R Charter and the Stockholders' Agreement, including, without limitation, the provisions of the Stockholders' Agreement relating to Pinnacle Vista's board designation rights (including the right to designate two directors for so long as Pinnacle Vista beneficially owns at least 20% of the outstanding Common Stock, and one director for so long as Pinnacle Vista beneficially owns at least 10% but less than 20% of the outstanding Common Stock), the step-down schedule for such designation rights upon reductions in Pinnacle Vista's ownership, and the transfer restrictions applicable to shares of Common Stock held by the parties to the Stockholders' Agreement during specified lock-up and holding periods.

Resolution 5 — Consistency with Registration Statement

RESOLVED, that the officers of the Company are hereby authorized and directed to ensure that the A&R Bylaws, as approved and adopted pursuant to these resolutions, are accurately described in all material respects in the Registration Statement on Form S-1 (SEC CIK No. 0001948372) and any amendments or supplements thereto, including in the sections of the Registration Statement captioned "Description of Capital Stock," "Certain Relationships and Related Party Transactions," and "Corporate Governance," and that the A&R Bylaws are filed as an exhibit to the Registration Statement in accordance with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder.

Resolution 6 — Authorization of Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and directed, acting individually or together with one or more other Authorized Officers, to take all actions and execute, deliver, and file all documents, instruments, certificates, and agreements as such Authorized Officer deems necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions:

(1) Garrett Calloway, Chairman of the Board and Chief Executive Officer;

(2) Elaine Briggs, President;

(3) Marcus Yoon, Chief Financial Officer; and

(4) Sandra Haverford, General Counsel and Corporate Secretary.

Without limiting the generality of the foregoing authorization, each Authorized Officer is specifically authorized and directed to:

(a) execute and deliver the A&R Bylaws on behalf of the Company and cause the same to be filed with the corporate records of the Company;

(b) make such non-material changes, modifications, or amendments to the A&R Bylaws as such Authorized Officer, in his or her sole discretion and in consultation with Calderwood & Harkness LLP, deems necessary or appropriate to reflect comments received from the staff of the SEC in connection with the review of the Registration Statement, requirements or requests of the NYSE in connection with the listing application, comments or requests from the Underwriters or Prescott Danforth in connection with the IPO, or to correct typographical errors, scrivener's errors, or internal cross-reference inconsistencies in the A&R Bylaws, provided that any such changes shall be consistent in all material respects with the A&R Bylaws as approved by the Board;

(c) file or cause to be filed the A&R Bylaws with the SEC as an exhibit to the Registration Statement on Form S-1, or any pre-effective or post-effective amendment thereto, or any other filing with the SEC as and when required by applicable law; and

(d) take all such further actions and execute all such further documents, instruments, certificates, and agreements as may be necessary, advisable, or desirable to carry out the intent and purposes of these resolutions and the transactions contemplated hereby.

Resolution 7 — Ratification

RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by Calderwood & Harkness or any other advisor acting at the direction of any officer or director of the Company, in connection with the preparation, negotiation, review, and finalization of the A&R Bylaws, including the engagement of Calderwood & Harkness, the review and circulation of drafts of the A&R Bylaws, communications with the Underwriters, Prescott Danforth, and the NYSE regarding the A&R Bylaws, and the inclusion of descriptions of the A&R Bylaws in the Registration Statement and related offering documents, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts and deeds of the Company.

Resolution 8 — General Authority

RESOLVED, that each Authorized Officer is hereby authorized and empowered to take any and all actions, and to execute, deliver, and file any and all documents, certificates, instruments, and agreements, that such officer, in his or her sole discretion, deems necessary, advisable, or appropriate in connection with any of the foregoing resolutions and the transactions contemplated thereby, the execution and delivery by any such Authorized Officer of any such document, certificate, instrument, or agreement to be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate and of such officer's approval of the terms thereof, and no further action or approval of the Board shall be required in connection therewith.

RESOLVED FURTHER, that these resolutions may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, and that delivery of an executed counterpart by facsimile transmission, portable document format (.pdf), or other electronic means shall be equally effective as delivery of an originally executed counterpart.

UNANIMOUS WRITTEN CONSENT

The undersigned, being all of the members of the Board of Directors of Calloway-Briggs Renewables Inc., hereby consent to and adopt the foregoing resolutions by unanimous written consent in lieu of a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law and the existing bylaws of the Company. This unanimous written consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a unanimous vote at a meeting duly called and held.

GARRETT CALLOWAY Co-Founder, Chairman of the Board and Chief Executive Officer

Signature: ________

Date: ________

ELAINE BRIGGS Co-Founder and President, Development

Signature: ________

Date: ________

HUGH PEMBERTON Director (Pinnacle Vista Capital Partners designee)

Signature: ________

Date: ________

DIANE KOVAC Director (Pinnacle Vista Capital Partners designee)

Signature: ________

Date: ________

WARREN OKORO Independent Director

Signature: ________

Date: ________

CATHERINE LIANG Independent Director

Signature: ________

Date: ________

RICHARD ESTAVEZ Independent Director

Signature: ________

Date: ________

EXHIBIT A

Amended and Restated Bylaws of Calloway-Briggs Renewables Inc.

The full text of the Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. is contained in the document attached hereto and incorporated herein by reference (separate document file: amended-restated-bylaws.docx).

The A&R Bylaws, as approved and adopted by the Board of Directors pursuant to the foregoing resolutions, include comprehensive provisions regarding the following subjects, among others:

• Article I — Meetings of Stockholders (annual meetings, special meetings, notice, quorum, voting, adjournments, proxies, inspectors of election, record dates, action by written consent, advance-notice requirements for stockholder nominations and proposals)

• Article II — Board of Directors (number, election, classification, vacancies, resignations, removal, regular and special meetings, quorum, action by written consent, telephonic meetings, compensation of directors)

• Article III — Committees of the Board of Directors (establishment, composition, authority, meetings, Audit Committee framework, Compensation Committee framework, Nominating and Corporate Governance Committee framework, special committees)

• Article IV — Officers (appointment, Chairman and CEO, President, CFO, General Counsel and Corporate Secretary, COO, Senior Vice Presidents, duties, removal, vacancies, compensation)

• Article V — Indemnification and Advancement of Expenses (scope of indemnification, mandatory advancement, non-exclusivity, insurance, survival, amendments)

• Article VI — Stock (certificated and uncertificated shares, transfer agent, DTC eligibility, lost certificates, record holders, dividends, record dates)

• Article VII — Exclusive Forum (Delaware Court of Chancery, federal forum for Securities Act claims)

• Article VIII — General Provisions (fiscal year, corporate seal, notices, waivers, amendments to bylaws)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED AND WORK-PRODUCT PROTECTED

Calderwood & Harkness LLP — C&H Matter No. 1015-00001

This document and the resolutions set forth herein were prepared under the supervision of Jennifer Kwon and Brendan Walsh, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022. This document is protected by the attorney-client privilege and constitutes attorney work product. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.
Approval and Adoption of Amended and Restated Bylaws
Adopted by Unanimous Written Consent in Lieu of a Special Meeting Effective as of ___, 2022
The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company" or "CBR"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and the existing bylaws of the Company, and in lieu of a special meeting duly called and held, hereby adopt the following resolutions by unanimous written consent. These resolutions shall have the same force and effect as if adopted at a meeting of the Board duly called and held, at which all members of the Board were present and voted in favor thereof.
The Company is a corporation duly incorporated and existing under the laws of the State of Delaware, with Employer Identification Number 83-4027615. The Company's registered agent is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's principal executive offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.
RECITALS
WHEREAS, the Company is a Delaware corporation engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic power generation facilities, onshore wind energy projects, and battery energy storage systems across the United States and select international markets. The Company was founded in 2014 by Garrett Calloway and Elaine Briggs and has grown to become a significant participant in the renewable energy infrastructure sector, with a development pipeline exceeding 12 gigawatts and an operating portfolio of approximately 3.5 gigawatts of contracted capacity. As of the date hereof, the Company's equity capitalization is held approximately 62% by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), approximately 24% by the co-founders and members of senior management, and approximately 14% by earlier-stage investors, former employees, and participants in the Company's equity incentive plans (collectively, the "Pre-IPO Equity Structure");
WHEREAS, the Company proposes to conduct an initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." The IPO is expected to have an aggregate offering size of approximately $600,000,000 (inclusive of the underwriters' overallotment option), at an assumed midpoint offering price of $22.00 per share. Prior to the consummation of the IPO and after giving effect to a reclassification of the Company's outstanding equity interests, the Company will have approximately 100,000,000 shares of Common Stock outstanding on a fully diluted basis. The Company has confidentially submitted a draft registration statement on Form S-1 (the "Registration Statement") to the United States Securities and Exchange Commission (the "SEC") pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and anticipates publicly filing such Registration Statement in connection with the IPO process;
WHEREAS, Calderwood & Harkness LLP ("Calderwood & Harkness" or "Company Counsel") serves as the Company's legal counsel in connection with the IPO and the transactions contemplated thereby, with Jennifer Kwon serving as Responsible Partner and Theodore Langston serving as Billing Partner. Hargrove Keating & Co. ("Hargrove Keating") serves as the lead-left book-running manager for the IPO, together with Linden Pratt Securities LLC ("Linden Pratt") and Graymont Brothers Inc. ("Graymont Brothers") as joint book-running managers, and Barfield Stuart & Co. ("Barfield Stuart") and Crane Whitley Capital LLC ("Crane Whitley") as co-managers (collectively, the "Underwriters"). Prescott, Danforth & Yee LLP ("Prescott Danforth") serves as counsel to the Underwriters in connection with the IPO;
WHEREAS, the Board has determined that, in connection with the IPO and the Company's transition from a privately held corporation to a publicly traded company subject to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the SEC, and the listing standards of the NYSE, it is advisable and in the best interests of the Company and its stockholders to amend and restate the Company's existing bylaws (the "Existing Bylaws") in their entirety to adopt amended and restated bylaws (the "Amended and Restated Bylaws" or the "A&R Bylaws") that incorporate provisions customary and appropriate for a publicly traded company. The A&R Bylaws will replace the Existing Bylaws and become effective upon the closing of the IPO. The A&R Bylaws have been prepared with the advice and assistance of Calderwood & Harkness and have been reviewed in detail by the members of the Board and their respective advisors;
WHEREAS, the A&R Bylaws incorporate provisions appropriate for a publicly traded company listed on the NYSE, including, without limitation:
(i) advance-notice provisions establishing detailed procedural requirements for stockholder proposals of business and stockholder nominations of directors at annual and special meetings of stockholders, including specified timing windows, information and disclosure requirements, update and supplement obligations, and compliance procedures designed to promote orderly and transparent stockholder engagement;
(ii) an exclusive forum selection clause designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain intra-corporate disputes, including derivative actions, claims of breach of fiduciary duty, claims arising under the DGCL, the A&R Charter, or the A&R Bylaws, and claims governed by the internal affairs doctrine, with a complementary provision designating the federal district courts of the United States as the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act");
(iii) committee structure provisions establishing the framework for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board, including provisions for committee composition, authority, delegation, and the adoption and amendment of committee charters;
(iv) updated quorum, voting, and meeting procedures for both stockholder meetings and Board meetings, including provisions for meetings by electronic means, action by written consent (to the extent permitted by the A&R Charter), and the establishment of record dates;
(v) indemnification and advancement-of-expenses provisions for directors and officers of the Company consistent with the maximum protections permitted by the DGCL, including mandatory advancement of expenses upon delivery of an undertaking by the indemnitee, and provisions designed to complement the form of Indemnification Agreement entered into between the Company and each of its directors and executive officers;
(vi) provisions regarding the appointment, duties, authorities, and removal of officers of the Company, including the Chairman of the Board and Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel and Corporate Secretary, the Chief Operating Officer, Senior Vice Presidents, and such other officers as the Board may from time to time determine to appoint;
(vii) record-date provisions for the determination of stockholders entitled to notice of or to vote at meetings of stockholders and for the payment of dividends or other distributions;
(viii) stock certificate and uncertificated share provisions consistent with the Company's eligibility for book-entry settlement through The Depository Trust Company ("DTC"), with Continental Shareowner Services, Inc. ("Continental") serving as transfer agent and registrar; and
(ix) provisions regarding the amendment, alteration, or repeal of the A&R Bylaws by the Board or by the stockholders, in each case in accordance with the A&R Charter and the DGCL;
WHEREAS, the A&R Bylaws are designed to be consistent with and complementary to the Amended and Restated Certificate of Incorporation of the Company (the "A&R Charter"), which has been separately approved by the Board and recommended for adoption by the stockholders of the Company prior to the consummation of the IPO. The A&R Charter provides for, among other things, a classified board structure dividing the Board into three classes with staggered three-year terms, an analysis and determination with respect to the applicability of Section 203 of the DGCL (the "business combination statute"), the authorization of preferred stock, the elimination of cumulative voting, and certain supermajority voting requirements for specified amendments to the A&R Charter. The A&R Bylaws implement the procedural mechanisms, operational provisions, and governance frameworks consistent with and necessary to effectuate the charter-level provisions set forth in the A&R Charter; and
WHEREAS, the Board currently consists of the following seven (7) members, each of whom is participating in the adoption of these resolutions:
(1) Garrett Calloway — Co-Founder, Chairman of the Board and Chief Executive Officer (non-independent; management director);
(2) Elaine Briggs — Co-Founder and President, Development (non-independent; management director);
(3) Hugh Pemberton — Director (non-independent; designee of Pinnacle Vista Capital Partners III, LP);
(4) Diane Kovac — Director (non-independent; designee of Pinnacle Vista Capital Partners III, LP);
(5) Warren Okoro — Independent Director;
(6) Catherine Liang — Independent Director; and
(7) Richard Estavez — Independent Director.
The Board notes that upon the closing of the IPO, the Board will maintain the committee structure established in separate resolutions adopted by the Board in connection with the IPO, and each such committee will operate under a written charter adopted by the Board and consistent with NYSE listing standards and applicable SEC rules and regulations.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Calloway-Briggs Renewables Inc. hereby adopts the following resolutions:
Resolution 1 — Approval and Adoption of Amended and Restated Bylaws
RESOLVED, that the Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. in substantially the form attached hereto as Exhibit A are hereby approved and adopted by the Board of Directors, with such changes thereto as may be approved by any Authorized Officer (as defined in Resolution 6 below), acting individually, such approval to be conclusively evidenced by the execution and delivery of the A&R Bylaws by such Authorized Officer. The A&R Bylaws shall become effective immediately upon the closing of the IPO, as more fully described in Resolution 2 below, and upon such effectiveness shall replace and supersede the Existing Bylaws of the Company in their entirety, so that from and after the effective time, the bylaws of the Company shall be the A&R Bylaws and no other.
Resolution 2 — Effective Date
RESOLVED, that the A&R Bylaws shall become effective upon the closing of the IPO (the "IPO Closing"), which shall be the date on which the shares of Common Stock offered in the IPO are delivered to and paid for by the Underwriters pursuant to the terms of the underwriting agreement (the "Underwriting Agreement") to be entered into among the Company, Pinnacle Vista Capital Partners III, LP (as selling stockholder), and the several Underwriters named therein, with Hargrove Keating & Co. acting as representative of the several Underwriters.
RESOLVED FURTHER, that in the event that the IPO does not close for any reason, including, without limitation, the withdrawal or abandonment of the Registration Statement, the termination of the Underwriting Agreement, or any other circumstances resulting in the IPO not being consummated, the A&R Bylaws shall not become effective, and the Existing Bylaws shall remain in full force and effect as the bylaws of the Company without modification or amendment.
Resolution 3 — Key Provisions Acknowledged by the Board
RESOLVED, that the Board of Directors hereby acknowledges that it has reviewed the following key provisions of the A&R Bylaws in detail, with the benefit of advice from Calderwood & Harkness, and determines each such provision to be advisable and in the best interests of the Company and its stockholders:
(a) Advance-Notice Provisions.  The A&R Bylaws include detailed advance-notice and procedural requirements for (i) stockholder nominations of persons for election to the Board of Directors and (ii) stockholder proposals of other business to be brought before annual and special meetings of stockholders. These advance-notice provisions establish timing windows requiring notice to be delivered to the Corporate Secretary of the Company not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year's annual meeting (with adjustments for the first annual meeting following the IPO and for annual meetings scheduled more than 30 days before or more than 70 days after such anniversary). The provisions set forth comprehensive information requirements, including information regarding the nominating or proposing stockholder, beneficial ownership of Company securities, derivative positions, short interests, voting arrangements, and other material relationships with the Company, as well as detailed information regarding each proposed nominee or item of business. The advance-notice provisions also include update and supplement obligations requiring timely correction and supplementation of previously provided information as of specified dates, and compliance procedures under which the chairman of the meeting shall have the authority to determine that a nomination or proposal was not made in accordance with the applicable requirements and to declare such nomination or proposal out of order.
(b) Exclusive Forum Selection.  The A&R Bylaws provide that, unless the Company 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 federal district court for the District of Delaware) shall be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Company;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Company to the Company or the Company's stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, the A&R Charter, or the A&R Bylaws (as each may be amended from time to time); and
(iv) any action asserting a claim governed by the internal affairs doctrine.
In addition, the A&R Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall 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 Board acknowledges that this federal forum selection provision is intended to apply to claims arising under the Securities Act and is included in light of developments in Delaware law permitting such provisions. The Board further acknowledges that this provision shall not apply to claims arising under the Securities Exchange Act of 1934, as amended, for which the federal courts have exclusive jurisdiction.
(c) Board and Committee Structure.  The A&R Bylaws include provisions establishing the framework for the creation, composition, and authority of committees of the Board of Directors, including standing committees and special committees. The A&R Bylaws authorize the Board to establish such committees as it deems appropriate and to delegate to such committees the powers and authority of the Board to the fullest extent permitted by the DGCL, subject to the limitations set forth in the A&R Bylaws and applicable law. Each committee shall operate under a written charter adopted by the Board, which charter shall set forth the committee's purpose, composition requirements, authority, responsibilities, and meeting and reporting procedures.
Upon the closing of the IPO, the Board intends to maintain the following standing committee structure, the members of which have been designated in separate resolutions:
Audit Committee: Warren Okoro (Chair, designated as audit committee financial expert within the meaning of the rules and regulations of the SEC), Catherine Liang, and Richard Estavez. Each member of the Audit Committee has been determined by the Board to be independent within the meaning of the NYSE listing standards and Rule 10A-3 under the Exchange Act.
Compensation Committee: Catherine Liang (Chair), Richard Estavez, and Warren Okoro. Each member of the Compensation Committee has been determined by the Board to be independent within the meaning of the NYSE listing standards and to qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.
Nominating and Corporate Governance Committee: Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton. The Board notes that Hugh Pemberton, as a designee of Pinnacle Vista, does not qualify as an independent director under NYSE listing standards; however, the Board has determined to rely on the controlled company exemption under Section 303A of the NYSE Listed Company Manual with respect to the composition of the Nominating and Corporate Governance Committee during the applicable transition period following the IPO.
(d) Indemnification and Advancement.  The A&R Bylaws provide for the broad indemnification of directors and officers of the Company, and any person who is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment). The indemnification provisions cover all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative.
The A&R Bylaws further provide for the mandatory advancement of expenses incurred by any director or officer in defending any such action, suit, or proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized by the A&R Bylaws or the DGCL.
The Board acknowledges that these indemnification and advancement provisions are consistent with the form of Indemnification Agreement (the "Indemnification Agreement") that has been entered into (or will be entered into prior to the IPO Closing) between the Company and each of its directors and executive officers. Specifically, all seven (7) directors of the Company and the following six (6) named executive officers have executed or will execute individual Indemnification Agreements: Marcus Yoon (Chief Financial Officer), Sandra Haverford (General Counsel and Corporate Secretary), Dale Renfroe (Chief Operating Officer), Priya Anand (Senior Vice President, Engineering & Construction), Tomás Quintero (Senior Vice President, Origination & Commercial), and Rachel Whitmore (Senior Vice President, Project Finance). The rights to indemnification and advancement provided in the A&R Bylaws are not exclusive of any other rights to which any person may be entitled under any statute, provision of the A&R Charter, agreement, vote of stockholders or disinterested directors, or otherwise.
(e) Officers.  The A&R Bylaws include provisions for the appointment, duties, authorities, and removal of officers of the Company. The officers of the Company shall consist of a Chairman of the Board and Chief Executive Officer, a President, a Chief Financial Officer, a General Counsel and Corporate Secretary, a Chief Operating Officer, one or more Senior Vice Presidents, and such other officers as the Board may from time to time determine to appoint. Officers shall be appointed by the Board and shall hold office at the pleasure of the Board, subject to the terms of any applicable employment agreement. Any officer may be removed by the Board at any time, with or without cause, and any vacancy occurring in any office may be filled by the Board.
The Board hereby confirms that Sandra Haverford, in her capacity as General Counsel and Corporate Secretary of the Company, shall serve as the officer responsible for the execution of certifications, attestations, and maintenance of corporate records on behalf of the Company, including the certification of the A&R Bylaws and the maintenance of the Company's minute books and stockholder records.
(f) Stock and Transfer Provisions.  The A&R Bylaws include provisions governing the issuance, form, and transfer of shares of the Company's capital stock. Shares of capital stock may be represented by certificates or may be uncertificated, as determined by the Board. The Company has engaged Continental Shareowner Services, Inc. as its transfer agent and registrar for the Common Stock. The A&R Bylaws include provisions to ensure compliance with DTC eligibility requirements for book-entry transfer of shares, including the maintenance of a direct registration system and the cooperation of the transfer agent with DTC and its participants. Lost, destroyed, or mutilated certificates may be replaced upon such terms and conditions as the Board or any officer authorized by the Board may prescribe, including requirements for indemnity bonds or other security.
(g) Amendments.  The A&R Bylaws provide that the A&R Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board, or by action of the Board by unanimous written consent, in each case subject to any limitations set forth in the A&R Charter or the DGCL. In addition, the A&R Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by the affirmative vote of stockholders holding not less than the percentage of the outstanding voting stock of the Company specified in the A&R Charter (which, under the A&R Charter, requires the affirmative vote of the holders of at least 66⅔% of the outstanding voting stock for certain specified provisions), at any annual or special meeting of stockholders, provided that notice of the proposed amendment, alteration, or repeal is contained in the notice of such meeting.
Resolution 4 — Consistency with A&R Charter and Stockholders' Agreement
RESOLVED, that the Board of Directors hereby confirms that the A&R Bylaws, as approved and adopted pursuant to these resolutions, have been reviewed for consistency with (i) the Amended and Restated Certificate of Incorporation of the Company (the "A&R Charter"), which has been separately approved by the Board and recommended for adoption by the stockholders, and (ii) the Amended and Restated Stockholders' Agreement, dated as of the date of the IPO Closing, among the Company, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs (the "Stockholders' Agreement"). The Board has confirmed that the A&R Bylaws are consistent with and complementary to both the A&R Charter and the Stockholders' Agreement, including, without limitation, the provisions of the Stockholders' Agreement relating to Pinnacle Vista's board designation rights (including the right to designate two directors for so long as Pinnacle Vista beneficially owns at least 20% of the outstanding Common Stock, and one director for so long as Pinnacle Vista beneficially owns at least 10% but less than 20% of the outstanding Common Stock), the step-down schedule for such designation rights upon reductions in Pinnacle Vista's ownership, and the transfer restrictions applicable to shares of Common Stock held by the parties to the Stockholders' Agreement during specified lock-up and holding periods.
Resolution 5 — Consistency with Registration Statement
RESOLVED, that the officers of the Company are hereby authorized and directed to ensure that the A&R Bylaws, as approved and adopted pursuant to these resolutions, are accurately described in all material respects in the Registration Statement on Form S-1 (SEC CIK No. 0001948372) and any amendments or supplements thereto, including in the sections of the Registration Statement captioned "Description of Capital Stock," "Certain Relationships and Related Party Transactions," and "Corporate Governance," and that the A&R Bylaws are filed as an exhibit to the Registration Statement in accordance with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder.
Resolution 6 — Authorization of Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and directed, acting individually or together with one or more other Authorized Officers, to take all actions and execute, deliver, and file all documents, instruments, certificates, and agreements as such Authorized Officer deems necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions:
(1) Garrett Calloway, Chairman of the Board and Chief Executive Officer;
(2) Elaine Briggs, President;
(3) Marcus Yoon, Chief Financial Officer; and
(4) Sandra Haverford, General Counsel and Corporate Secretary.
Without limiting the generality of the foregoing authorization, each Authorized Officer is specifically authorized and directed to:
(a) execute and deliver the A&R Bylaws on behalf of the Company and cause the same to be filed with the corporate records of the Company;
(b) make such non-material changes, modifications, or amendments to the A&R Bylaws as such Authorized Officer, in his or her sole discretion and in consultation with Calderwood & Harkness LLP, deems necessary or appropriate to reflect comments received from the staff of the SEC in connection with the review of the Registration Statement, requirements or requests of the NYSE in connection with the listing application, comments or requests from the Underwriters or Prescott Danforth in connection with the IPO, or to correct typographical errors, scrivener's errors, or internal cross-reference inconsistencies in the A&R Bylaws, provided that any such changes shall be consistent in all material respects with the A&R Bylaws as approved by the Board;
(c) file or cause to be filed the A&R Bylaws with the SEC as an exhibit to the Registration Statement on Form S-1, or any pre-effective or post-effective amendment thereto, or any other filing with the SEC as and when required by applicable law; and
(d) take all such further actions and execute all such further documents, instruments, certificates, and agreements as may be necessary, advisable, or desirable to carry out the intent and purposes of these resolutions and the transactions contemplated hereby.
Resolution 7 — Ratification
RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by Calderwood & Harkness or any other advisor acting at the direction of any officer or director of the Company, in connection with the preparation, negotiation, review, and finalization of the A&R Bylaws, including the engagement of Calderwood & Harkness, the review and circulation of drafts of the A&R Bylaws, communications with the Underwriters, Prescott Danforth, and the NYSE regarding the A&R Bylaws, and the inclusion of descriptions of the A&R Bylaws in the Registration Statement and related offering documents, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts and deeds of the Company.
Resolution 8 — General Authority
RESOLVED, that each Authorized Officer is hereby authorized and empowered to take any and all actions, and to execute, deliver, and file any and all documents, certificates, instruments, and agreements, that such officer, in his or her sole discretion, deems necessary, advisable, or appropriate in connection with any of the foregoing resolutions and the transactions contemplated thereby, the execution and delivery by any such Authorized Officer of any such document, certificate, instrument, or agreement to be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate and of such officer's approval of the terms thereof, and no further action or approval of the Board shall be required in connection therewith.
RESOLVED FURTHER, that these resolutions may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, and that delivery of an executed counterpart by facsimile transmission, portable document format (.pdf), or other electronic means shall be equally effective as delivery of an originally executed counterpart.
UNANIMOUS WRITTEN CONSENT
The undersigned, being all of the members of the Board of Directors of Calloway-Briggs Renewables Inc., hereby consent to and adopt the foregoing resolutions by unanimous written consent in lieu of a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law and the existing bylaws of the Company. This unanimous written consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a unanimous vote at a meeting duly called and held.
GARRETT CALLOWAY Co-Founder, Chairman of the Board and Chief Executive Officer
Signature: ________
Date: ________
ELAINE BRIGGS Co-Founder and President, Development
Signature: ________
Date: ________
HUGH PEMBERTON Director (Pinnacle Vista Capital Partners designee)
Signature: ________
Date: ________
DIANE KOVAC Director (Pinnacle Vista Capital Partners designee)
Signature: ________
Date: ________
WARREN OKORO Independent Director
Signature: ________
Date: ________
CATHERINE LIANG Independent Director
Signature: ________
Date: ________
RICHARD ESTAVEZ Independent Director
Signature: ________
Date: ________
EXHIBIT A
Amended and Restated Bylaws of Calloway-Briggs Renewables Inc.
The full text of the Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. is contained in the document attached hereto and incorporated herein by reference (separate document file: amended-restated-bylaws.docx).
The A&R Bylaws, as approved and adopted by the Board of Directors pursuant to the foregoing resolutions, include comprehensive provisions regarding the following subjects, among others:
•  Article I — Meetings of Stockholders (annual meetings, special meetings, notice, quorum, voting, adjournments, proxies, inspectors of election, record dates, action by written consent, advance-notice requirements for stockholder nominations and proposals)
•  Article II — Board of Directors (number, election, classification, vacancies, resignations, removal, regular and special meetings, quorum, action by written consent, telephonic meetings, compensation of directors)
•  Article III — Committees of the Board of Directors (establishment, composition, authority, meetings, Audit Committee framework, Compensation Committee framework, Nominating and Corporate Governance Committee framework, special committees)
•  Article IV — Officers (appointment, Chairman and CEO, President, CFO, General Counsel and Corporate Secretary, COO, Senior Vice Presidents, duties, removal, vacancies, compensation)
•  Article V — Indemnification and Advancement of Expenses (scope of indemnification, mandatory advancement, non-exclusivity, insurance, survival, amendments)
•  Article VI — Stock (certificated and uncertificated shares, transfer agent, DTC eligibility, lost certificates, record holders, dividends, record dates)
•  Article VII — Exclusive Forum (Delaware Court of Chancery, federal forum for Securities Act claims)
•  Article VIII — General Provisions (fiscal year, corporate seal, notices, waivers, amendments to bylaws)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED AND WORK-PRODUCT PROTECTED
Calderwood & Harkness LLP — C&H Matter No. 1015-00001
This document and the resolutions set forth herein were prepared under the supervision of Jennifer Kwon and Brendan Walsh, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022. This document is protected by the attorney-client privilege and constitutes attorney work product. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.

RECITALS

RESOLUTIONS

UNANIMOUS WRITTEN CONSENT

EXHIBIT A

Record

Parties

Dates

Amounts